Common use of Duties Clause in Contracts

Duties. As Co-Chief Operating Officer of WORLDSPACE, EXECUTIVE shall have the duties and responsibilities as may from time to time reasonably be assigned to or vested in EXECUTIVE by the Board consistent with his position. (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time and exclusive. During the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member of the board of directors of a corporation or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as of the Effective Date, have been reviewed and approved by the Company’s General Counsel. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-Chief Operating Officer of WORLDSPACE, EXECUTIVE shall have the duties and responsibilities as may from time to time reasonably be assigned to or vested in EXECUTIVE by the Board consistent with his position. (a) EXECUTIVE’s employment Executive agrees that during the Term of Employment he will hold such offices or positions with WORLDSPACE shall be full-time and exclusive. During the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skillCompany, and ability during usual business hours (perform such duties and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) assignments relating to the faithful and diligent performance business of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be requiredthe Company, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but of Directors or the Chief Executive Officer of the Company shall direct except that Executive shall not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right required to decline hold any office or position or to perform any duties or assignment inconsistent with an Affiliate without breaching his experience and qualifications or not customarily performed by a corporate officer. The Company represents to Executive that the terms Board of Directors (acting by its Compensation Committee) has authorized the making of this Agreement in and expressed its present intention that during the event concerns with respect such Term of Employment Executive will be an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction elected officer of the partiesCompany. EXECUTIVE The failure of any future Board of Directors to elect Executive as an officer of the Company shall comply in all material respects with all applicable policies not, however, be deemed to relieve either party hereto of WORLDSPACE and/or any of his or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVEobligations under this Agreement. (b) During If the term Board of employmentDirectors or the Chief Executive Officer of the Company so directs, it Executive shall not be a violation of this Agreement for EXECUTIVE to serve as an officer of one or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member more subsidiaries of the board Company (provided that the duties of directors of such office are not inconsistent with Executive's experience and qualifications and are duties customarily performed by a corporation corporate officer) and part or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as all of the Effective Datecompensation to which Executive is entitled hereunder may be paid by such subsidiary or subsidiaries. However, have been reviewed and approved such employment and/or payment of Executive by a subsidiary or subsidiaries shall not relieve the Company’s General CounselCompany from any of its obligations under this Agreement except to the extent of payments actually made to Executive by a subsidiary. (c) The reporting relationships During the Term of Employment Executive shall, except during customary vacation periods and initial periods of illness, devote substantially all of his business time and attention to the performance of his duties hereunder and to the business and affairs of EXECUTIVE are outlined the Company and its subsidiaries and to promoting the best interests of the Company and its subsidiaries and he shall not, either during or outside of such normal business hours, engage in Attachment A.any activity inimical to such best interests.

Duties. As Co-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 Operating Executive Officer of WORLDSPACEthe Company and the Parent, EXECUTIVE at the direction of the Board of Directors of the Parent (the “Board”). Executive shall have the such duties and responsibilities as may be assigned to Executive from time to time reasonably be by the Board, shall perform all duties assigned to or vested in EXECUTIVE by Executive faithfully and efficiently, subject to the direction of the Board consistent with his position. (a) EXECUTIVEand shall have such authorities and powers as are inherent to the undertakings applicable to Executive’s employment with WORLDSPACE shall be full-time position and exclusive. During the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s carry out the responsibilities and duties hereunder) to the faithful and diligent performance required of EXECUTIVE’s duties Executive hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be requiredExecutive 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, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate he shall serve as member of the Board may reasonably require, including, but not limited to, service as and if the Parent forms an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction Executive Committee of the parties. EXECUTIVE Board, Executive shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member of such committee. Notwithstanding the foregoing, during the Employment Period, Executive may devote reasonable time to activities other than those required under this Agreement, including activities of a charitable, educational, religious or similar nature (including professional associations) to the extent such 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 Parent, the Company and their respective affiliates; provided, however, that Executive shall not serve on the board of directors of a corporation any business (other than the Parent or trade association, so long as such activities (individually the Company or collectivelytheir respective affiliates) do not conflict or materially interfere hold any other position with any business without receiving the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as prior written consent of the Effective DateBoard, have been reviewed and approved by the Company’s General Counselwhich consent, with respect to serving on private company boards, may not be unreasonably withheld. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co(1) The Executive acknowledges that, as a senior officer of the Company, the Executive will owe a fiduciary duty to the Company. (2) The Executive will also: (a) devote full-Chief Operating Officer time effort and attention to the business and affairs of WORLDSPACEthe Company; (b) perform the Services in a competent and efficient manner and in a manner consistent with the Executive’s fiduciary obligations to the Company as an executive officer thereof and in compliance with all reasonable Company policies of which the Executive is made aware, EXECUTIVE shall have the duties and responsibilities as may will carry out all lawful instructions and directions from time to time reasonably be assigned given to or vested the Executive in EXECUTIVE relation to the performance of the Services; (c) use all commercially reasonable efforts to promote the interests and goodwill of the Company; (d) comply with all Company policies and codes of business ethics, as adopted by the Board from time to time, including the Company’s confidentiality and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies; (e) in the event of a Going Public Transaction, act as the CEO and CFO or an equivalent officer of Pubco, as requested by the Board; and (f) not undertake any other business or occupation or become a director or officer, employee or agent of any other company, firm, society or person without prior written approval of the Board of Directors, which such approval shall not be unreasonably withheld, and with the exception of the current advisor, director, and officer roles as described in Schedule “B” (3) The Executive warrants that the Executive shall perform the Services and conduct his other activities in a manner which is lawful and reputable and which is designed to bring good repute to the Company, the Company’s business interests and the Executive. In particular, and in this regard, the Executive specifically agrees to provide the Services in a sound and professional manner consistent with his position. (a) EXECUTIVE’s employment performance quality standards of the industry and otherwise in accordance with WORLDSPACE shall be full-time and exclusive. During the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement Agreement. In the event that the Board of Directors has a reasonable concern that the Services as performed by the Executive are being conducted in a way contrary to law or are reasonably likely to bring disrepute to the business interests or to the Company’s or the Executive’s reputation, the Company may require that the Executive make such alterations in the event concerns with respect such an assignment raised Executive’s activities, as the Board of Directors may reasonably require in writing by EXECUITVE have not been resolved its sole and absolute discretion to the mutual satisfaction of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided extent necessary to EXECUTIVEaddress such reasonable concerns. (b4) During The Executive will not knowingly breach and will take all reasonable steps to inform himself about compliance with, all Canadian and foreign laws, whether federal, provincial or state, applicable to the term Executive’s respective duties and obligations hereunder. In particular, the Executive acknowledges the application of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve securities laws and his status as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve “insider” as a member of the board of directors of a corporation or trade association, so long as defined by such activities (individually or collectively) do not conflict or materially interfere laws in connection with the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as of the Effective Date, have been reviewed and approved by trading in the Company’s General Counselstock and dealing with its confidential information. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-The Executive shall serve as the Company’s Chief Operating Executive Officer of WORLDSPACEand President and, EXECUTIVE shall have consistent with the Company’s bylaws and the duties and responsibilities as customarily associated with such positions in a public corporation of similar size and business and subject to the direction of the Board and the Executive Chairman, shall have general responsibility and ultimate authority for implementation of the policies of the Company and for the management of the business and affairs of the Company. The Executive also shall have any additional duties and any additional responsibilities which may from time to time be reasonably be assigned to or vested in EXECUTIVE designated by the Board consistent or the Executive Chairman; provided that the scope of his duties and the extent of his responsibilities shall not be substantially different from the duties and responsibilities customarily associated with his position. (a) EXECUTIVE’s employment with WORLDSPACE the position of Chief Executive Officer and President in a public corporation of a similar size and business. At all times, the Executive shall be full-time and exclusivesubject to the direction of the Board. During the term Employment Period, the Executive shall devote his full business time and best efforts to the business and affairs of employmentthe Company and its subsidiaries. Notwithstanding the foregoing, EXECUTIVE shall, except during periods of vacation, sick leave, the Executive may: (i) engage in any civic or charitable activity for which the Executive receives de minimis compensation or other duly authorized leave pecuniary advantage; (ii) invest his personal assets in any business that is not competitive with the Company or any of absenceits subsidiaries, devote provided that such investment will not require any services on the whole part of EXECUTIVE’s timethe Executive which would unreasonably interfere with his obligations hereunder; (iii) purchase securities that are listed on a national securities exchange of any entity that is competitive with the Company or any of its subsidiaries, attention, skill, and ability during usual business hours provided that the Executive may not beneficially own five percent (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder5%) to the faithful and diligent performance or more of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept class of such office or position with any Affiliate securities; (iv) serve as the Board may reasonably require, including, but not limited to, service as an officer or a director of WORLDSPACE up to three publicly traded entities that are not competitive with the Company or any Affiliate. The details of its subsidiaries; and (v) participate in any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement other activity approved in the event concerns with respect such an assignment raised advance in writing by EXECUITVE have not been resolved to the mutual satisfaction Board. For purposes of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manualthis Section 3, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer business or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member of the board of directors of a corporation or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere entity is “competitive with the performance Company or any of EXECUTIVE’s duties hereunderits subsidiaries” if such business or entity consists of or includes any type or line of business engaged in retail real estate and such business is conducted, and/or on in whole or in part, within a prospective basis, as one-hundred (100) mile radius of the Effective Date, have been reviewed and approved by the Company’s General Counselprincipal executive headquarters. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-Chief Operating Officer of WORLDSPACEDuring the Term, EXECUTIVE the Executive shall have serve in the Position and perform all duties and responsibilities as may services commensurate with the Position, and such other duties reasonably assigned or delegated to him under the By-laws of the Employer or from time to time reasonably be assigned to or vested in EXECUTIVE by the Board or the Employer’s Chief Executive Officer and consistent with his position. (a) EXECUTIVEthe Position. The Executive shall devote all of the Executive’s employment with WORLDSPACE shall be full-business time and exclusiveattention to the performance of the Executive’s duties under this Agreement and, during the Term, the Executive shall not engage in any other business enterprise that requires any significant amount of the Executive’s personal time or attention, unless the Board gives him its prior written permission. During The Executive will at all times comply with all applicable laws pertaining to the term performance of employmentthis Agreement, EXECUTIVE shalland strictly adhere to and obey all of the ethical rules, except during periods regulations, policies, codes of vacationconduct, sick leaveprocedures and instructions in effect from time to time relating to the conduct of employees of the Employer and/or its Affiliates (as defined below). The foregoing provision shall not prevent the Executive’s purchase, ownership or sale of any interest in any business that does not compete with the business of the Employer, or other duly authorized leave its Affiliates, or the Executive’s involvement in charitable or community activities, provided, that (i) the time and attention that the Executive devotes to such business and charitable or community activities does not interfere with the performance of absencehis duties under this Agreement, devote (ii) a material portion of the whole of EXECUTIVEtime devoted by the Executive to charitable or community activities are devoted to charitable or community activities within the Employer’s time, attention, skillmarket area, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunderiii) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the parties. EXECUTIVE shall comply conduct complies in all material respects with all applicable policies of WORLDSPACE and/or the Employer and its Affiliates as found in the WORLDSPACE Policy ManualAffiliates. For purposes of this Agreement, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it shall not be “Affiliate” includes (a) a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as corporation that is a member of the board same controlled group of directors corporations (within the meaning of Section 414(b) of the Code) as the Employer, (b) a corporation trade or trade association, so long as such activities business (individually whether or collectivelynot incorporated) do not conflict or materially interfere under common control (within the meaning of Section 414(c) of the Code) with the performance of EXECUTIVE’s duties hereunderEmployer, and/or on a prospective basis, as of the Effective Date, have been reviewed and approved by the Company’s General Counsel. (c) The reporting relationships any organization (whether or not incorporated) that is a member of an affiliated service group (within the meaning of Section 414(m) of the Code) that includes the Employer, a corporation described in clause (a) of this paragraph or a trade or business described in clause (b) of this paragraph, and initial duties (d) any other entity that is required to be aggregated with the Employer pursuant to regulations promulgated under Section 414(o) of EXECUTIVE are outlined in Attachment A.the Code.

Duties. As Co-Executive Vice President and Chief Operating Resource Officer of WORLDSPACEthe Company, EXECUTIVE shall have the duties and responsibilities as may from time to time reasonably be assigned to or vested in EXECUTIVE by the Board consistent with his position.Employee shall: (a) EXECUTIVEhave such management, supervisory and operational functions as are customary to such position, and such other powers, functions and duties as may be assigned to the Employee by the Board of Directors or Chief Executive Officer of the Company; and (b) diligently, competently, and faithfully perform all of the duties and functions as may be assigned to the Employee hereunder; (c) not create a situation that results in termination for Cause (as that term is defined in Section 8 hereof); (d) devote one hundred percent (100%) of the Employee’s employment with WORLDSPACE shall be full-time and exclusive. During the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s full business time, attention, skillenergies, and ability effort to the business affairs of the Company; (e) achieve the results and other goals required by the Company; and (f) Conduct all of his activities in a manner so as to maintain and promote the business and reputation of the Company. The Employee shall not, during usual the term of this Agreement, engage in any other business hours (activity; provided, however, that the Employee shall be permitted to invest the Employee’s personal assets and outside those hours when reasonably necessary manage the Employee’s personal investment portfolio in such a form and manner as will not require any business services on Employee’s part to EXECUTIVEany third party or conflict with the provisions of Section 9, Section 10 or Section 12 hereof, conflict with the Employee’s duties hereunder) or responsibilities to the faithful and diligent performance of EXECUTIVE’s duties Company hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position conflict with any Affiliate as published policy of the Board may reasonably requireCompany or its affiliates, including, including but not limited toto the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy of the Company or its affiliates. Notwithstanding anything to the contrary herein, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coveragethe parties acknowledge and agree that the Employee shall, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have during the right to decline any office or position with an Affiliate without breaching the terms term of this Agreement in and at the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction request of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy ManualCompany, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to also serve as an officer of any subsidiary or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member affiliate of the board Company as the Company shall request. In such capacity, Employee shall be responsible generally for all aspects of directors such office. All terms, conditions, rights and obligations of a corporation this Agreement shall be applicable to Employee while serving in such office as though Employee and such subsidiary or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as affiliate of the Effective DateCompany had separately entered into this Agreement, have been reviewed and approved by except that the Employee shall not be entitled to any compensation, vacation, fringe benefits, automobile allowance or other remuneration of any kind whatsoever from such subsidiary or affiliate of the Company’s General Counsel. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-During the Term, (i) the Company shall employ the Employee and the Employee shall serve the Company as its President and Chief Operating Executive Officer and (ii) Hyde Park shall employ the Employee and the Employee shall serve Hyde Park as its President and Chief Executive Officer. Subject to the authority and direction of WORLDSPACEthe Board of Directors of the Company (the “Board” or “Board of Directors”), EXECUTIVE the Employee shall have the duties, authorities and responsibilities for the general management and control of the affairs and business of the Company and of Hyde Park, and shall perform such other duties and responsibilities as may exercise such other authorities commensurate with Employee’s position which are or from time to time reasonably may be assigned delegated to or vested in EXECUTIVE him by the Board consistent of Directors or the Company Bylaws, all in accordance with his position. (a) EXECUTIVEbasic policies as established by and subject to the oversight of the Board. The principal location of Employee’s employment with WORLDSPACE shall be full-at the Company’s executive office located in Buffalo Grove, Illinois. Employee shall devote his entire working time and exclusive. During the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful affairs of the Company and diligent performance Hyde Park and shall faithfully and to the best of EXECUTIVE’s his ability perform his duties hereunder. EXECUTIVE acknowledges Notwithstanding the foregoing, nothing herein shall prohibit Employee from (i) engaging in personal investment activities for himself and his family that do not give rise to any conflict of interests with the Company or its affiliates; (ii) subject to prior approval of the Board of Directors, acting as a director or in a similar role for an entity unrelated to the Company if such role does not give rise to any conflict of interests with the Company or its affiliates; and (iii) engaging in charitable and civic activities, in each case and collectively to an extent that does not materially interfere with the performance of Employee’s duties for the Company and Hyde Park hereunder. Employee shall be appointed to the Board and shall serve as a voting member of the Board throughout the Term. In addition, the Company also agrees that EXECUTIVE may to use its best efforts to cause Employee to be required, without additional compensation, elected to perform services for any Affiliates, the Board of Directors of Hyde Park and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to Employee serve as a member of the board Board of directors of a corporation or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere with Hyde Park throughout the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as of the Effective Date, have been reviewed and approved by the Company’s General CounselTerm. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Coa. During the Employment Period, Employee shall devote his attention and energies to the business of the Company and its parent and subsidiary companies (its "affiliates") on a full-Chief Operating Officer time basis, and shall not be engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage; but this shall not be construed as preventing Employee from investing his assets in such manner as will not require him to expend any material time or effort in regard thereto or to perform any services in connection therewith. b. At all times during the Employment Period, and thereafter if Employee continues in the employ of WORLDSPACEthe Company or any of its affiliates, EXECUTIVE Employee shall have serve the duties Company and responsibilities its affiliates faithfully, diligently and in good faith. c. During the Employment Period, Employee shall perform such services as may be required of him by the Company and its affiliates, under and subject to the instructions, directions and control of the Board of Directors of the Company and its chief executive officer (the "CEO", which term shall mean the Company's Chairman if Employee is the chief executive officer), to whom he shall report. Employee shall serve as President of the Company. In addition, Employee shall serve as President of the Company's parent, RTI Inc. ("RTI"), and in such capacity shall be under and subject to the instructions, directions and control of the Board of Directors and of the chief executive officer of RTI, unless Employee is chief executive officer of RTI, in which event he also shall report to the Chairman of RTI. Employee's primary responsibility shall be to perform those duties reasonably required of, and related to, his position and such other duties as may be assigned to Employee from time to time reasonably be which are not inconsistent with those customarily assigned to responsible executive employees. d. At all times during the Employment Period, and thereafter if Employee continues in the employ of the Company or vested in EXECUTIVE any of its affiliates, Employee shall adhere to all rules and regulations that have been or that hereafter may be established by the Board consistent Company and its affiliates for the conduct of their employees. e. Employee recognizes that he shall be available to travel as the needs of the business require. f. Employee represents that he is under no contractual or other restriction or obligation which is inconsistent or in conflict with his position. (a) EXECUTIVE’s employment obligations under this Agreement or the rights of the Company under this Agreement. Employee further represents that he is in good health, with WORLDSPACE shall be full-time and exclusive. During the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, no chronic or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skillrecurring illness, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunderis insurable at normal rates. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member of the board of directors of a corporation or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as of the Effective Date, have been reviewed and approved If requested by the Company’s General Counsel, Employee shall cooperate in applying for and obtaining, at the Company's and RTI's expense, key-man insurance for the benefit of the Company and RTI. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-(a) During the Term of this Agreement, the Executive shall be employed as the Chief Operating Executive Officer of WORLDSPACEProServ and of TV, EXECUTIVE and shall have the perform his duties and responsibilities as may from time in accordance with the standards observed by senior executives in comparable businesses, subject at all times to time reasonably be assigned to or vested in EXECUTIVE by the direction of the Board consistent with his position. (a) EXECUTIVE’s employment with WORLDSPACE of Directors of the Company and the Board of Directors of the Subsidiaries. The Executive's duties shall be fullthose appropriate to a chief executive officer of a wholly-time owned subsidiary of a public company, which chief executive officer's primary focus is on business development, policymaking and exclusive. During the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVElong-range strategic planning. (b) During the term of employment, it shall not be a violation Term of this Agreement Agreement, the Company agrees (i) to cause the Executive to be elected and re-elected as a Director and the Chairman of the Board of Directors of each of ProServ and TV, and (ii) to nominate the Executive for EXECUTIVE election to the Board of Directors of the Company and to use its best efforts to cause the Executive's election to such position. The Executive agrees to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member of the board of directors of a corporation or trade association, so long as in such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as of the Effective Date, have been reviewed and approved by the Company’s General Counselcapacities upon such appointments. (c) The reporting relationships Executive shall devote substantially all of his business time, labor, skill and initial energy to the business and affairs of ProServ, TV, and the Company and to the duties and responsibilities specified in Sections 2(a) and (b) of EXECUTIVE this Agreement. Notwithstanding the foregoing provision in this Section 2(a), however, the Executive may continue to engage in activities unrelated to the business of ProServ, TV, or the Company and may retain compensation from such activities, provided, however, that such activities (i) are outlined for entities that are not in Attachment A.competition with ProServ, TV or the Company, (ii) do not occupy more than approximately 20% of the Executive's working time, and (iii) do not interfere with the Executive's responsibilities to the Company under this Agreement. (d) The Executive covenants and agrees that for so long as he is actively employed by the Company, he shall inform the Company of each business opportunity related to the business of ProServ, TV, the Company or any of the Company's subsidiaries of which he becomes aware, and that he will not, directly or indirectly, exploit any such opportunity for his own account, nor will he render any services to any other person or business, or acquire any interest of any type in any other business, which is in competition with ProServ, TV, the Company, or any of the Company's subsidiaries; provided, however, that the foregoing shall not be deemed to prohibit the Executive from acquiring, solely as an investment: (i) up to 5% of any securities of a non-publicly traded partnership, trust, corporation or other entity so long as he remains a passive investor in such entity, or (ii) up to 5% of any securities of any publicly traded partnership, trust, corporation or other entity provided he remains a passive investor in such entity.

Duties. As Co-The Company does hereby employ and engage the Employee as Senior Vice President & Chief Operating Financial Officer of WORLDSPACEthe Company and each of its subsidiaries and divisions, EXECUTIVE or such other title as the Company's Chief Executive Officer shall have specify from time to time, and the Employee does hereby accept and agree to such engagement and employment. The Employee's duties shall be such executive and managerial duties and responsibilities as may the Chief Executive Officer shall specify from time to time reasonably and as provided in the Bylaws of the Company, as the same may be assigned amended from time to time. The Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company's Chief Executive Officer. The Employee shall be responsible and report to the Company's Chief Executive Officer. The Company's Chief Executive Officer shall determine the Employee's duties and responsibilities and may assign or vested reassign the Employee to such executive and managerial duties, responsibilities or positions as such officer deems in EXECUTIVE by the Company's best interest. The Employee shall devote his full-time attention, energy and skill during normal business hours to the business and affairs of the Company and shall not, during the Employment Term (as that term is defined below), be actively engaged in any other business activity, except with the prior written consent of the Company's Board consistent with his position. of Directors; provided, however, that in any event any such other business activity will not: (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time and exclusive. During the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member of the board of directors of a corporation or trade association, so long as such activities (individually or collectively) do not conflict adversely affect or materially interfere with the performance of EXECUTIVE’s the Employee's duties and responsibilities hereunder, and/or on (b) involve a prospective basis, as conflict of interest with the Effective Date, have been reviewed and approved by the Company’s General Counsel. Company or (c) The reporting relationships involve activities competitive with the business of the Company. Notwithstanding the foregoing, the Employee shall be permitted to (i) engage in charitable and initial community affairs and (ii) make investments of any character in any business not in competition with the Company or any of its subsidiaries or divisions and manage such investment (but not be involved in the day-to-day operations of any such business), provided, however, no such business shall place the Employee in a conflict of interest with the Company or interfere with the performance of the Employee's duties of EXECUTIVE are outlined in Attachment A.and responsibilities under this Agreement.

Duties. As Co-In your capacity as the Chief Operating Officer of WORLDSPACEExecutive Officer, EXECUTIVE you shall have the powers, responsibilities, duties and authority customary for the chief executive officer of corporations of the size, type and nature of the Company, and you will report solely and directly to the Chairman of the Board of Directors of the Company (the “Board”). Subject to the provisions of this paragraph, you agree to devote substantially all of your business time and attention to the business and affairs of the Company and to perform your duties in a diligent, competent and skillful manner and in accordance with applicable law. The Company understands that you serve on the Board of Directors of Madison Square Garden Entertainment Corp. (“MSGE”). As recognized in Article Tenth of the Company’s Amended and Restated Certificate of Incorporation (the “Overlap Policy”), there may be certain potential conflicts of interest and fiduciary duty issues associated with your roles at the Company and MSGE. The Company recognizes and agrees that none of (i) your responsibilities at the Company and MSGE, (ii) the actual or potential conflicts of interest and fiduciary duty issues that are waived in the Overlap Policy or (iii) any actions taken, or omitted to be taken, by you in good faith to comply with your duties and responsibilities as may from time to time reasonably be assigned the Company in light of your responsibilities to or vested in EXECUTIVE by the Board consistent with his position. (a) EXECUTIVE’s employment with WORLDSPACE Company and MSGE, shall be full-time and exclusive. During the term deemed to be a breach by you of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position your obligations under this Agreement (including your obligations under Annex I) nor shall any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the partiesforegoing constitute “Cause” as such term is defined herein. EXECUTIVE Notwithstanding the foregoing, nothing herein shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVE. preclude you from (bi) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve serving as a member of the board of directors of a corporation or trade associationup to three non-competitive public companies upon consent of the Company (not to be unreasonably withheld); provided that, until April 3, 2023, you may serve on up to four such boards, (ii) engaging in charitable activities and community affairs, and (iii) managing your personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii), and (iii) shall be limited by you so long as such activities (not to materially interfere, individually or collectively) do not conflict or materially interfere in the aggregate, with the performance of EXECUTIVE’s your duties and responsibilities hereunder, and/or on a prospective basis, as of including compliance with the Effective Date, have been reviewed and approved by the Company’s General Counselcovenants set forth in ▇▇▇▇▇ ▇. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As During the Term of Employee’s employment by Employer: a. Employee shall have the position of Co-President, Co-Chief Operating Officer Officer, Managing Director and Partner of WORLDSPACE, EXECUTIVE shall Carlyle and will have the duties and responsibilities as may from time to time reasonably be assigned to or vested in EXECUTIVE by the Board full authority consistent with his such position,. Employee will report directly to the co-Chief Executive Officers of the Carlyle. Upon employment, Employee will also be appointed to and become a member of Employer’s Executive Group and Management Committee. (a) EXECUTIVEb. Employee shall devote Employee’s employment with WORLDSPACE shall be full-time and exclusive. During the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s timeenergies, attention, skill, reasonable best efforts and ability during usual full and exclusive business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) time to the faithful business and diligent performance affairs of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees Employer, provided, however, that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of nothing in this Agreement shall preclude Employee from engaging in the event concerns with respect such an assignment raised in writing (i) personal investment activities (subject to Carlyle’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and conflict of interest policies), (ii) activities consented to by EXECUITVE have not been resolved Employer pursuant to the mutual satisfaction of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy ManualSection 2f below, a copy of which has been provided to EXECUTIVE. (biii) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve serving as a member of the board of directors of a corporation the companies named on Exhibit A hereto, if any, or trade association(iv) charitable, professional, and community activities, in each case so long as such activities (individually or collectively) do not materially conflict or materially interfere with the proper performance of EXECUTIVE’s Employee's duties hereunder. c. Employee acknowledges and agrees that during the Term Employee owes a fiduciary duty of loyalty, and/or on a prospective basisfidelity, as and allegiance to act at all times in the best interests of Carlyle and Employer and to do no act in breach of such fiduciary duty that willfully injures the business, interests or reputation of Employer or Carlyle. In keeping with these duties, Employee shall make full disclosure during the Term to Employer of all significant business opportunities that pertain to Carlyle's business, and, during the Term, Employee shall not appropriate for Employee's own benefit business opportunities concerning the subject matter of the Effective Date, have been reviewed and approved by the Company’s General Counselfiduciary relationship. d. Employee shall at all times materially comply with (ci) The reporting relationships all applicable laws, rules and initial duties regulations that are materially related to Employee's responsibilities as Co-President; Managing Director and Partner, and (ii) all written corporate and business policies and procedures of EXECUTIVE Carlyle and Employer that are outlined applicable to Employee in Attachment A.the Office Location, including without limitation the New York Attorney General’s Code of Conduct (the “Code of Conduct”). e. Employee shall not, without the prior written approval of Employer, receive compensation or any direct or indirect financial benefit for services rendered during the Term to any Person other than the Employer or Carlyle. As used herein, the term "Person" shall include all natural persons, corporations, business trusts, associations, companies, partnerships, joint ventures and other entities and governments and agencies and political subdivisions.

Duties. As Co-The Executive, in his capacity as Chief Operating Executive Officer of WORLDSPACEthe Company, EXECUTIVE shall have faithfully perform for the Company the duties of said office and responsibilities shall perform such other duties of an executive, managerial or administrative nature consistent with the office of Chief Executive Officer as may shall be specified and designated from time to time reasonably be assigned to or vested in EXECUTIVE by the Board consistent with his position. of Directors of the Company (a) EXECUTIVEthe “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 employment with WORLDSPACE shall be full-business time and exclusive. During the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) effort to the faithful and diligent performance of EXECUTIVEthe Executive’s duties hereunder. EXECUTIVE acknowledges Provided that the following activities do not interfere with the Executive’s duties to the Company and agrees provided that EXECUTIVE 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 be requiredperform personal, without additional compensation, to perform services for any Affiliates, charitable and to accept such office or position with any Affiliate as the Board may reasonably requireother business activities, including, but not limited towithout limitation, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve serving as a member of the board one or more boards of directors of charitable or other professional organizations and engaging in any activities permitted by Section 6.2(i), may engage in personal investment activities consistent with Company policies on personal securities trading by Company personnel, and may serve on the boards of directors/advisors or as a corporation or trade associationconsultant to other business organizations that are not engaged in any aspect of the multi-family residential industry, provided, however, that service in such capacities for other business organizations shall require the consent of the Board, such consent not to be unreasonably withheld. The Company acknowledges that the Executive currently serves as a director of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as such activities the Executive serves as the Chief Executive Officer of the Company; provided that, at the time of each annual meeting, (individually a) if the Executive is unable to perform his duties hereunder due to a disability or collectively) do not conflict or materially interfere with other incapacity, it is reasonably certain that the performance of EXECUTIVE’s Executive will be able to resume his duties hereunder, and/or on a prospective basis, regular full-time basis prior to such time as of the Effective Date, have been reviewed and approved Executive’s employment hereunder may be terminated by the CompanyCompany due to disability, (b) the Company has not notified the Executive of its intention to terminate the Executive’s General Counsel. employment for cause, and (c) The reporting relationships and initial duties the Executive has not notified the Company of EXECUTIVE are outlined in Attachment A.his intention resign from his position of Chief Executive Officer of the Company.

Duties. As Co(a) So long as the Executive's employment under this Agreement shall continue on a full-time basis, pursuant to Section 3 above, the Executive shall, subject to periods of illness, vacation and other excused absences, devote his entire business time, attention, and energies to the affairs of the Corporation and its subsidiaries, divisions and affiliates, use his best efforts to promote its and their best interests and perform such executive duties as may be assigned to him by the Chief Operating Executive Officer of WORLDSPACEthe Corporation; provided, EXECUTIVE however, that such executive duties shall have be consistent with and shall generally be similar to nature of the duties services ordinarily and responsibilities as may customarily performed by the Executive prior to the date hereof. After May 6, 2002, the Executive shall be available, upon reasonable notice, from time to time reasonably be assigned to or vested in EXECUTIVE by consult with the Board consistent with his position. (a) EXECUTIVE’s employment with WORLDSPACE shall be fullsenior executive officers of the Corporation, provided such consultation is on a part-time basis and exclusive. During does not preclude the term Executive from otherwise fulfilling any duties he may have to any subsequent employer or any subsequent business interests, and that such consultation does not require the Executive, without his consent, to travel more than 50 miles from his home or then principal place of employment, EXECUTIVE shall, except and during periods such period the Executive shall be deemed to be a part-time employee of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s Corporation. Such duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, includingshall include, but not be limited to, service serving as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved advisor to the mutual satisfaction of the parties. EXECUTIVE shall comply Chief Executive Officer, assisting in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manualsales, a copy of which has been provided to EXECUTIVEmarketing activities and strategic alliances. (b) During So long as the Executive's employment under this Agreement shall continue pursuant to Section 3 above, the Executive shall, if elected or appointed, serve as an executive officer and/or director of the Corporation and of any subsidiary, division or affiliate of the Corporation and shall hold, without any compensation other than that provided for in this Agreement, the executive offices in the Corporation and in any such subsidiary, division or affiliate to which he may, at any time or from time to time, be elected or appointed. If the Executive is elected or appointed to serve on the Corporation's Board of Directors during the term of employmenthereof, it the Executive shall not be a violation entitled to receive any fees (other than reimbursement of this Agreement for EXECUTIVE covered expenses) that are provided by the Corporation to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member of the board of directors of a corporation or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basisits outside Directors, as of it is contemplated that the Effective Datecompensation provided to Executive, have been reviewed and approved by pursuant to Section 5 hereof, is designed to compensate Executive for all services he may render to the Company’s General CounselCorporation. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-(a) During the Employment Term (as defined in Paragraph 8 hereof), Executive shall serve as Chairman of the Board, Chief Operating Executive Officer and President of WORLDSPACE, EXECUTIVE shall have the duties Company and responsibilities in such other position or positions for Company and its subsidiaries as may be agreed upon by Company and Executive or, with respect to subsidiaries of Company only, as may be requested by Executive as provided under Paragraph 1 hereof; provided, however, that, on not less than ten (10) days' prior written notice to Company, Executive may, at any time and from time to time reasonably be assigned to and without liability as a result thereof, relinquish any or vested in EXECUTIVE by the Board consistent all positions he then holds with his position. (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time and exclusive. During the term any subsidiaries of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skillCompany, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) relinquishment in and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of itself shall not constitute a breach of this Agreement or subject Executive to any reduction in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVEany compensation or benefits due Executive hereunder. (b) During Consistent with applicable law and the term authority reposed in the Board, Executive shall have overall authority for and be in sole charge of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member all of the board operations and activities of directors Company and its subsidiaries. Executive shall at all times during the Employment Term be the senior most officer of a corporation or trade associationCompany, so long as such activities (individually or collectively) do not conflict or materially interfere with and to the performance of EXECUTIVE’s duties hereunderextent requested by Executive, and/or on a prospective basis, as of shall report directly and solely to the Effective Date, have been reviewed and approved by the Company’s General CounselBoard. (c) The reporting relationships Notwithstanding anything herein contained to the contrary, Company hereby acknowledges that Executive shall be entitled, without restriction, to engage in the following activities (collectively, the "Other Activities"): (i) participate in a Broadway production, stage, theatrical or television production based upon Executive's life; (ii) serve as the executive producer with respect to film and initial television scripts; (iii) make commercial endorsements in connection with anything other than the Business; (iv) engage in merchandising activities in connection with anything other than the Business; (v) acquire interests in or receive revenue from a library of television programs commonly known as Don Kirshner's Rock Conce▇▇ ("▇▇▇▇ ▇▇▇▇ert"), provided that should Executive acquire the right to license Rock Concert, Company and Executive shall enter in to an industry standard license agreement granting an exclusive license to the Company as to Rock Concert in exchange for royalties to Executive in the amount of five percent (5%) of gross revenues generated by Company under such license agreement; (vi) license of Executive's name and likeness in connection with anything other than the Business; (vii) write or participate in the writing of books based upon Executive's life and other related subjects; and (viii) make speaking engagements and serve as on air host of television, broadcast or radio programming. Company agrees that such Other Activities do not involve a material conflict of interest with the interests of Company, agrees that Executive shall not be accountable to Company in connection with such Other Activities, agrees that no diminution in compensation shall occur as a result the engagement by Executive in the Other Activities and agrees that Company shall have no interest in any revenues generated by Executive from such Other Activities. Subject to the foregoing, Executive shall devote such remaining regular working time as shall reasonably be necessary to the discharge of the duties of EXECUTIVE are outlined in Attachment A.Executive to Company.

Duties. As Co-Chief Operating Officer The Executive shall be responsible for the supervision, control and conduct of WORLDSPACE, EXECUTIVE all the business and affairs of the Company and shall have the such additional duties and any additional responsibilities as are normally assigned to a Chief Executive Officer which may from time to time be reasonably be assigned to or vested in EXECUTIVE designated by the Board consistent Board, provided that the scope of his duties and the extent of his responsibilities shall not be substantially different from the duties and responsibilities customarily associated with his position. (a) EXECUTIVE’s employment with WORLDSPACE such positions in a publicly-held corporation of similar size and business. At all times, the Executive shall be full-time and exclusivesubject to the direction of the Board. During the term Employment Period, the Executive shall devote his full business time and best efforts to the business and affairs of employmentthe Company and its subsidiaries. Notwithstanding the foregoing, EXECUTIVE shall, except during periods of vacation, sick leave, the Executive may: (i) engage in any civic or charitable activity for which the Executive receives de minimis compensation or other duly authorized leave pecuniary advantage; (ii) invest his personal assets in any business that is not competitive with the Company or any of absenceits subsidiaries, devote provided that such investment will not require any services on the whole part of EXECUTIVE’s timethe Executive which would unreasonably interfere with his obligations hereunder; (iii) purchase securities that are listed on a national securities exchange of any entity that is competitive with the Company or any of its subsidiaries, attention, skill, and ability during usual business hours provided that the Executive may not beneficially own five percent (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder5%) to the faithful and diligent performance or more of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept class of such office or position with any Affiliate securities; (iv) serve as the Board may reasonably require, including, but not limited to, service as an officer or a director of WORLDSPACE up to three publicly traded entities that are not competitive with the Company or any Affiliate. The details of its subsidiaries; and (v) participate in any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement other activity approved in the event concerns with respect such an assignment raised advance in writing by EXECUITVE have not been resolved to the mutual satisfaction Board. For purposes of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manualthis Section 3, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer business or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member of the board of directors of a corporation or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere entity is “competitive in retail real estate” with the performance Company or any of EXECUTIVE’s duties hereunderits subsidiaries if such business or entity consists of or includes any type or line of business engaged in by the Company or any of its subsidiaries and such business is conducted, and/or on in whole or in part, within a prospective basis, as one-hundred (100) mile radius of the Effective Date, have been reviewed and approved by the Company’s General Counselprincipal executive headquarters. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-Chief Operating Officer of WORLDSPACE, EXECUTIVE shall have the duties and responsibilities as may from time to time reasonably be assigned to or vested in EXECUTIVE by the Board consistent with his position. (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time and exclusive. During the term Period of employmentEmployment (as defined in Section 3), EXECUTIVE shallExecutive shall serve the Company in such positions fully, except during periods diligently, competently, and in conformity with the provisions of vacationthis Agreement, sick leavedirectives of the Chief Executive Officer and the Board of Directors of the Company (the “Board”), and the corporate policies of the Company as they presently exist, and as such policies may be amended, modified, changed, or other duly authorized leave adopted during the Period of absence, devote the whole of EXECUTIVE’s time, attention, skillEmployment, and ability during usual business hours (Executive shall have duties and outside those hours when reasonably necessary to EXECUTIVEauthority consistent with Executive’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any AffiliateExecutive Vice President, Human Resources and Chief Legal Officer. The details of any such office or position (including any applicable insurance coverageIf requested by the Company, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the parties. EXECUTIVE Executive shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to also serve as a member of the board Board and any Board committees without additional compensation. (b) Throughout the Period of directors Employment, Executive shall devote her full business time, energy, and skill to the performance of a corporation her duties for the Company, vacations and other leave authorized under this Agreement excepted. The foregoing notwithstanding, Executive shall be permitted to (i) engage in charitable and community affairs, and (ii) to make investments of any character in any business or trade associationbusinesses and to manage such investments (but not be involved in the day-to-day operations of any such business); provided, so long as in each case, and in the aggregate, that such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVEExecutive’s duties hereunderhereunder or conflict with the provisions of Sections 14 and 15, and/or on and further provided that Executive shall not serve as a prospective basis, as director of any other publicly traded entity without gaining the consent of the Effective DateChief Executive Officer and the Corporate Governance, have been reviewed Nominating and approved by Compensation Committee of the Company’s General CounselBoard prior to the commencement of such service. (c) The reporting relationships Executive shall exercise due diligence and initial care in the performance of her duties for and the fulfillment of EXECUTIVE her obligations to the Company under this Agreement. (d) During the Period of Employment, the Company shall furnish Executive with office, secretarial and other facilities and services as are outlined in Attachment A.reasonably necessary or appropriate for the performance of Executive’s duties hereunder and consistent with her position as an Executive Vice President, Human Resources, and Chief Legal Officer of the Company. (e) Executive hereby represents to the Company that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment or other agreement or policy to which Executive is a party or otherwise bound.

Duties. As Co-Chief Operating Officer of WORLDSPACE, EXECUTIVE shall have the duties and responsibilities as may from time to time reasonably be assigned to or vested in EXECUTIVE by the Board consistent with his position. (a) EXECUTIVE’s employment with WORLDSPACE Executive shall be full-time perform such duties and exclusive. During the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skillfunctions, and ability during usual business hours (have such authority, as are provided by the Company’s by-laws and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) as are typical for the president and chief executive officer of a company similar to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably requireCompany, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns authority with respect such an assignment raised in writing by EXECUITVE have not been resolved to personnel decisions and establishment of strategic business plans subject to the mutual satisfaction approval of the partiesBoard of Directors of the Company. EXECUTIVE In addition, Executive shall have such other duties and functions as the Board of Directors of the Company shall from time to time determine and Executive shall comply in all material respects the performance of his duties with all applicable the policies of, and be subject to the direction of, the Board of Directors. At the request of the Board of Directors, Executive shall serve, without further compensation, as an executive officer of any subsidiary or affiliate of the Company and, in the performance of such duties, Executive shall comply with the policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy Board of which has been provided to EXECUTIVEDirectors of each such subsidiary or affiliate. (b) During the term of employmentthis Agreement, it Executive shall not be a violation devote substantially all of this Agreement his time and attention, vacation time and absences for EXECUTIVE sickness excepted, to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member the business of the board Company, as necessary to fulfill his duties. Executive shall perform the duties assigned to him with fidelity and to the best of directors of a corporation or trade associationhis ability. Notwithstanding anything herein to the contrary, Executive may engage in other activities so long as such activities (individually or collectively) do not conflict or materially unreasonably interfere with the Executive’s performance of EXECUTIVE’s his duties hereunderhereunder and do not violate the non-competition or other provisions of Exhibit C hereto, and/or on a prospective basis, as of the Effective Date, have been reviewed and approved by including the Company’s General CounselConflicts of Interest Policy attached thereto. (c) Nothing in this Section 7 or elsewhere in this Agreement shall be construed to prevent Executive from investing or trading in nonconflicting investments as he sees fit for his own account, including real estate, stocks, bonds, securities, commodities or other forms of investments. (d) The reporting relationships principal location at which Executive shall perform his duties hereunder shall be at the Company’s offices in Danvers, Massachusetts or at such other location as may be designated from time to time by the Board of Directors of the Company; provided, that if the principal location of Executive’s duties is transferred from Danvers, Massachusetts, the new principal location of Executive’s duties shall not be transferred beyond a ▇▇-▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ without Executive’s consent. Notwithstanding the foregoing, Executive shall perform such services at such other locations as may be required for the proper performance of his duties hereunder, and initial Executive recognizes that such duties of EXECUTIVE are outlined in Attachment A.may involve travel.

Duties. As Co-Chief Operating Officer a. During the Employment Period, the Employee shall perform such duties and exercise such powers relating to the Company as are commensurate with those of WORLDSPACE, EXECUTIVE the position described and shall have the such other duties and responsibilities powers as may the Company’s Chief Executive Officer shall from time to time reasonably be assigned assign to the Employee, including by way of example, but not limitation, duties with respect to the Company, and if acceptable to the Employee, Parent or vested in EXECUTIVE by the Board consistent with his positionany Parent Subsidiary (defined below). (a) EXECUTIVEb. During the Employment Period, the Employee shall devote all of his working time during normal business hours and his best efforts and ability to the business of the Company, shall faithfully and diligently perform the duties of the Employee’s employment with WORLDSPACE the Company and shall do all reasonably in his power to promote, develop and extend the business of the Company. c. During the Employment Period, the Employee shall not, except as a representative of the Company or with the written consent of the Company, be directly or indirectly engaged, concerned or interested in the conduct of any other business competing or likely to compete with the Company, Parent or any Subsidiary of Parent (“Parent Subsidiary”); provided, that notwithstanding anything contained in this Agreement to the contrary, the Employee shall not be precluded from devoting a reasonable amount of his time to: i. Serving with the prior written approval of the Company as a director or member of a committee of any organization involving no conflict of interest with the business of the Company, Parent or Subsidiary; and ii. Managing his personal investments; provided, that such activities shall not materially interfere with the Employee’s performance of his duties hereunder. d. The Employee shall be full-time and exclusive. During employed at the term offices of employmentthe Company located in Elmwood Park, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote New Jersey; provided that the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE Employee acknowledges and agrees that EXECUTIVE the proper performance of these duties may be requiredmake it necessary to spend reasonable periods of time in other locations. “Subsidiaries” means all those corporations, without additional compensation, to perform services for any Affiliates, and to accept such office associations or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer other business entities of which Parent either (i) owns or director of WORLDSPACE controls fifty percent (50%) or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction more of the parties. EXECUTIVE shall comply in all material respects with all applicable policies outstanding equity securities either directly or through an unbroken chain of WORLDSPACE and/or its Affiliates entities as found in the WORLDSPACE Policy Manual, a copy to each of which has been provided to EXECUTIVE. fifty percent (b50%) During or more of the term of employmentoutstanding equity securities is owned directly or indirectly by its parent (provided, it that there shall not be included any such entity the equity securities of which are owned or controlled in a violation fiduciary capacity); (ii) in the case of this Agreement for EXECUTIVE to serve partnerships, serves as an officer or director a general partner; (iii) in the case of a cooperative housinglimited liability company, serves as a manager or a managing member; (iv) otherwise has the ability to elect fifty percent (50%) or more of the directors, trustees, managers, or civic managing members thereof; or charitable organization (v) under GAAP consolidates in its financial statements or committee, or to manage personal investments, or to serve as a member of accounts for under the board of directors of a corporation or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as of the Effective Date, have been reviewed and approved by the Company’s General Counselequity method. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-(a) Commencing on the Effective Date, the Executive shall serve as the Executive Vice President, Chief Operating Administrative Officer and General Counsel of WORLDSPACE, EXECUTIVE the Company. The Executive shall have the duties and responsibilities as may from time 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 time reasonably be assigned the President and Chief Operating Officer of the Company or to such Company executive of equal or vested in EXECUTIVE by higher seniority. The Executive shall also serve the Board consistent of Directors of the Company (the “Board”) with his position. respect to Company legal issues (asuch as Securities and Exchange Commission matters) EXECUTIVE’s employment with WORLDSPACE shall be full-time and exclusive. During the term of employmentstrategic matters or initiatives, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVErequest. (b) During the term Employment Term, the Executive shall use his best energies and abilities in the performance of employmenthis duties, it 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 and affiliates and shall not engage in any activity inconsistent with the foregoing, whether or not such activity shall be a violation of this Agreement engaged in for EXECUTIVE pecuniary profit, unless approved by the Board in writing; provided, however, that, to serve as an officer or director of a cooperative housingthe 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 organization or committeeboards and committees of such boards. During the Employment Term, or to manage personal investments, or to serve as a member the Executive’s principal location of the board of directors of a corporation or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as of the Effective Date, have been reviewed and approved by employment shall be at the Company’s General Counselexecutive offices in New York City, New York, except for reasonable and necessary business travel on behalf of the Company and its subsidiaries and affiliates. (c) The reporting relationships Upon any termination of the Executive’s employment with the Company, the Executive shall 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 initial duties the Executive. For purposes of EXECUTIVE are outlined 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 extent required under Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”), the Executive’s “separation from service” as defined in Attachment A.Section 409A and the applicable regulations thereunder.

Duties. As CoNothing in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between the parties. The Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect to the Shares shall be determined solely by the express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations with respect to the Shares as are specifically set forth in this Agreement. Each of the Company and the Selling Shareholders acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-Chief Operating Officer length commercial transaction between the Company and the Selling Shareholders, on the one hand, and the several Underwriters, on the other hand, and the Company and the Selling Shareholders are capable of WORLDSPACEevaluating and understanding and understand and accept the terms, EXECUTIVE shall risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Selling Shareholders or their respective affiliates, shareholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Selling Shareholders with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Selling Shareholders on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling Shareholders and that the several Underwriters have no obligation to disclose any of such interests. The Company and the Selling Shareholders acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and responsibilities as may from time to time reasonably be assigned to or vested in EXECUTIVE by obligations expressly set forth herein. The Company and the Board consistent with his position. (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time Selling Shareholders hereby waive and exclusive. During the term of employmentrelease, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful fullest extent permitted by law, any claims that the Company and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE the Selling Shareholders may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as have against the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns several Underwriters with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction any breach or alleged breach of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVEagency or fiduciary duty. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member of the board of directors of a corporation or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as of the Effective Date, have been reviewed and approved by the Company’s General Counsel. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-Chief Operating Officer of WORLDSPACE, EXECUTIVE shall have the duties and responsibilities as may from time to time reasonably be assigned to or vested in EXECUTIVE by the Board consistent with his position. (a) EXECUTIVE’s employment with WORLDSPACE The Employee shall be devote the Employee's attention and energies to the business of the Company and its affiliates, if any, on a full-time basis, and exclusive. During shall not, during the term of employmentthis Agreement, EXECUTIVE shallbe engaged in any other business activity, except during periods of vacationwhether or not such business activity is pursued for gain, sick leave, profit or other duly authorized leave of absence, devote pecuniary advantage; but this shall not be construed as preventing the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary Employee from investing the Employee's assets in such manner as will not require the Employee to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, expend any time or effort in regard thereto or to perform any services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVEconnection therewith. (b) During The Employee shall serve the term of employmentCompany and its affiliates faithfully, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member of the board of directors of a corporation or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as of the Effective Date, have been reviewed diligently and approved by the Company’s General Counselin good faith. (c) The reporting relationships Employee shall perform such services as may be required of the Employee by the Company and initial its affiliates, under and subject to the instructions, directions and control of the Board of Directors and the senior executives of the Company, including without limitation the Company's chief executive officer and the Company's chief operating officer. The Employee shall serve initially as the Vice President of Sales & Marketing of the Company. The Employee's primary responsibility shall be to perform those duties reasonably required of, and related to, the Employee's position and such other duties as may be assigned to the Employee from time to time which are not inconsistent with those customarily assigned to senior employees of EXECUTIVE are outlined the Company. If the Employee is elected as a director of the Company or is promoted to a more senior position within the Company, during the term of this Agreement, the Employee shall serve in Attachment A.such capacities without further remuneration. (d) At all times during the term of this Agreement, the Employee shall adhere to all rules and regulations that have been or that hereafter may be established by the Company for the conduct of its employees. (e) The Employee shall be based at the Company's principal executive office. Travel and temporary work assignments at other locations may be required, but shall be of a kind and frequency common for the Employee's position or shall result from periodic assignment to tasks appropriate for the Employee. (f) The Employee affirms that the Employee is in good health, with no chronic or recurring illness, and is insurable at normal rates. If requested by the Company, the Employee shall cooperate in applying for and obtaining, at the Company's expense, key-man insurance for the benefit of the Company.

Duties. As Co-Chief Operating Officer of WORLDSPACE, EXECUTIVE Employee’s duties shall have the be such duties and responsibilities as may the Company, through its Board of Directors or otherwise, shall specify from time to time reasonably be assigned to or vested in EXECUTIVE by the Board consistent with his position. (a) EXECUTIVE’s employment with WORLDSPACE time. Employee shall have such authority, discretion, power and responsibility, and shall be full-time entitled to office, secretarial and exclusive. During the term other facilities and conditions of employment, EXECUTIVE shallas are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, except during periods subject to the general supervision and control of vacation, sick leave, or other duly authorized leave the Company’s Board of absence, Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote the whole of EXECUTIVE’s his time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) energies to the faithful and diligent performance of EXECUTIVECompany’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be requiredbusiness and, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVE. (b) During during the term of employmentthis Agreement, it shall will not be a violation of engage in any other business activity, except as set forth herein. Nothing in this Agreement for EXECUTIVE shall preclude Employee from devoting time to serve as an officer or director of a cooperative housingthe following activities, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member of the board of directors of a corporation or trade association, so long as provided such activities activities: (individually or collectivelyi) do not conflict or materially interfere with the performance of EXECUTIVEEmployee’s duties hereunder, and/or on a prospective basis, as and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests of the Effective DateCompany, have and (iii) if Employee receives direct compensation for an activity set forth in subsection (d), below, such activity has been reviewed disclosed in writing by the Employee and approved by the Company’s General Counsel.Board of Directors as set forth herein: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) The reporting relationships and initial managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s Board of Directors any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the Board within 30 (thirty) days of receipt of Employee’s disclosure unless the Board determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties to the Company. Such activities shall be deemed approved if the Board fails to respond to Employee’s disclosure within 30 (thirty) days of EXECUTIVE are outlined in Attachment A.receipt of same.

Duties. As Co4.1 The Employee shall serve the Company as Chief Executive Officer and Chief Financial Officer or such other role as the Board considers appropriate. 4.2 The Company agrees that, from the Commencement Date and throughout the term of this agreement, it will ensure that suitable Directors’ and Officers’ insurance cover is in place for the benefit of the Employee and covering all of his duties wheresoever conducted and the Company shall supply evidence of such insurance to the Employee if so requested. 4.3 During the Appointment the Employee shall: (a) act as a director of the Company and carry out duties on behalf of any other Group Undertaking including, if so required by the Board, acting as an officer or consultant of any such Group Undertaking; (b) comply with the articles of association (as amended from time to time) of any Group Undertaking of which he is a director; (c) abide by any statutory, fiduciary or common-Chief Operating Officer law duties of WORLDSPACEany Group Undertaking of which he is a director; (d) not do anything that would cause him to be disqualified from acting as a director; (e) comply with the Company’s and any Parent Undertaking’s anti-corruption and bribery policy and related procedures; (f) unless prevented by Incapacity or except to the extent permitted by the Board in writing from time to time, EXECUTIVE shall have devote the whole of his time, attention and abilities to the business of the Company and any Group Undertaking of which he is an officer or consultant; (g) faithfully and diligently exercise such powers and perform such duties and responsibilities as may from time to time reasonably be assigned to or vested in EXECUTIVE him by the Board consistent together with his position. (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time and exclusive. During the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, such person or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate persons as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details appoint to act jointly with him; (h) comply with all reasonable and lawful directions given to him by the Board; (i) promptly make such reports to the Board in connection with the affairs of any Group Undertaking on such office or position matters and at such times as are reasonably required; (including j) use his best endeavours to promote, protect, develop and extend the business of the Group; and (k) comply with any applicable insurance coverageelectronic communication systems policy that the Company may issue from time to time. 4.4 The Employee shall comply with any rules, compensation (if any) policies and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such roleprocedures relating to the Company employees in effect from time to time. EXECUTIVE will have Such rules, policies and procedures do not form part of this agreement and the right to decline Company may amend them at any office or position with an Affiliate without breaching time. To the extent that there is any conflict between the terms of this Agreement in the event concerns with respect agreement and such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the parties. EXECUTIVE rules, policies and procedures, this agreement shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVEprevail. (b) During 4.5 All documents, manuals, hardware and software provided for the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member of the board of directors of a corporation or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVEEmployee’s duties hereunder, and/or on a prospective basis, as of the Effective Date, have been reviewed and approved use by the Company, and any data or documents (including copies) produced, maintained or stored on the Company’s General Counselcomputer systems or other electronic equipment (including mobile phones), remain the property of the Company. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-(a) During the Term, the Executive will serve as the Chief Operating Executive Officer of WORLDSPACE, EXECUTIVE shall the Company. The Executive will have the such duties and responsibilities, consistent with past practice, as are customary for the position of Chief Executive Officer (including the Executive’s positions in effect prior to the Effective Date) and any other duties, responsibilities as or offices he may from time to time be reasonably be assigned to or vested in EXECUTIVE by the Board consistent with his position. of Directors of the Company (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time and exclusive. During the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate“Board”). The details of any such office or position (including any applicable insurance coverage, compensation (if any) Executive shall report to and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have supervised by the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVEBoard. (b) During the term Term, the Executive will devote substantially all his attention and time during normal business hours to the business and affairs of employmentthe Company and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities of his positions and to accomplish the goals and objectives of the Company as may be established by the Board. Notwithstanding the foregoing, it the Executive may engage in the following activities (and shall be entitled to retain all economic benefits thereof including fees paid in connection therewith) as long as they do not interfere in any material respect with the performance of the Executive’s duties and responsibilities hereunder: (i) serve on corporate, civic, religious, educational and/or charitable boards or committees, provided that the Executive shall not be a violation serve on any board or committee of this Agreement for EXECUTIVE to serve any corporation or other business which competes with the Business (as an officer defined in Section 7(b) below); and (ii) make investments in businesses or director of a cooperative housing, or civic or charitable organization or committee, or to enterprises and manage his personal investments; provided that with respect to such activities Executive shall comply with any business conduct and ethics policy applicable to employees of the Company; and (iii) the activities set forth on Schedule 2 hereto, or consistent with past practice. (c) During the Term, the Company agrees to nominate the Executive to serve as a member of the board Company’s Board of directors Directors, and the Executive agrees to serve in such capacity for no additional compensation other than as provided hereunder. Upon the termination of Executive’s employment hereunder for any reason, he agrees to resign as a corporation or trade associationmember of the Board of Directors, so long as such activities (individually or collectively) do not conflict or materially interfere and from any other positions he may then hold with the performance Company or any of EXECUTIVE’s duties hereunderits subsidiaries or affiliates, and/or on a prospective basisand that he will execute such documents and take such other action, if any, as of may be requested by the Effective Date, have been reviewed and approved by Company to give effect to any such resignation. (d) The Executive shall be based at the Company’s General Counselprincipal place of business provided that such principal place of business shall be within a thirty (30) mile radius of Norwood, MA and, except for business travel incident to his employment under this Agreement, the Company agrees the Executive shall not be required to relocate. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-Best Efforts: Indemnification. Employee shall serve as Vice President of Engineering, Secretary and Chief Operating Technical Officer of WORLDSPACECompany, EXECUTIVE subject only to the directions from the Chairman, Chief Executive Officer, Vice Chairman, President and Board of Directors of Company. Subject only to the directions of those identified in the preceding sentence, Employee shall have supervision and control over, and sole responsibility for, all research, development and engineering management of the Company, and shall have such powers and duties and responsibilities as may be from time to time reasonably be assigned to or vested in EXECUTIVE prescribed by the Board consistent with his position. (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time and exclusive. During the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction Directors of the parties. EXECUTIVE shall comply in all material respects with all applicable policies Company, provided that the nature of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it Employee's powers and duties so prescribed shall not be inconsistent with Employee's position and duties set forth herein. Employee shall devote all of his business time, attention and energies to the business and affairs of Company, shall use his best efforts to advance the best interests of Company and shall not during the Term be actively engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage. The Employee shall expend his best efforts on behalf of the company and abide by all reasonable Company policies now or hereafter existing. Subject to the provisions of Company's Certificate of Incorporation and Bylaws, each as amended from time to time, Company shall indemnify Employee to the fullest extent permitted by the General Corporation Law of the State of Georgia, as amended from time to time, for all amounts ( including without limitation, judgments, fines, settlement payments, expenses and attorney's fees) incurred or paid by Employee in connection with any action, suit, investigation or proceeding arising out of or relating to the performance by Employee of services for, or the acting by Employee as a violation of this Agreement for EXECUTIVE to serve as an director, officer or director of a cooperative housingemployee of, Company, or civic any other person or charitable organization or committeeenterprise in good faith at Company's request. Company shall obtain and maintain in full force and effect during the Term, or directors' and officers' liability insurance policies providing full and adequate protection to manage personal investments, or to serve as a member of the board of directors of a corporation or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as of the Effective Date, have been reviewed and approved by Employee acting in good faith within his capacities for the Company’s General Counsel. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As CoNothing in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between the parties. The Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect to the Shares shall be determined solely by the express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations with respect to the Shares as are specifically set forth in this Agreement. Each of the Company and the Selling Stockholders acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm's-Chief Operating Officer length commercial transaction between the Company and the Selling Stockholders, on the one hand, and the several Underwriters, on the other hand, and the Company and the Selling Stockholders are capable of WORLDSPACEevaluating and understanding and understand and accept the terms, EXECUTIVE shall risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Selling Stockholders or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Selling Stockholders with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Selling Stockholders on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling Stockholders and that the several Underwriters have no obligation to disclose any of such interests. The Company and each Selling Stockholder acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters' performance of the duties and responsibilities as may from time to time reasonably be assigned to or vested in EXECUTIVE by obligations expressly set forth herein. The Company and the Board consistent with his position. (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time and exclusive. During Selling Stockholders agree that they will not claim that the term of employment, EXECUTIVE shall, except during periods of vacation, sick leaveUnderwriters, or other duly authorized leave any of absencethem, devote the whole has rendered advisory services of EXECUTIVE’s timeany nature or respect, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) or owes a fiduciary or similar duty to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE Company or any Affiliate. The details of any Selling Stockholder, in connection with such office transaction or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVEprocess leading thereto. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member of the board of directors of a corporation or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as of the Effective Date, have been reviewed and approved by the Company’s General Counsel. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-Chief Operating Officer (a) Subject to the ultimate control and discretion of WORLDSPACEthe ------ Board, EXECUTIVE the Executive shall have serve in the Position and perform all duties and responsibilities as services of an executive nature commensurate with the Position which the Board may from time to time reasonably be assigned assign to or vested in EXECUTIVE by the Board consistent with his position. (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time him. Except for travel normally incidental and exclusive. During the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s the business of the Company and the duties of the Executive hereunder) , the duties of the Executive shall be performed in the Cherry Hill, New Jersey area. SPI shall also make available to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services Executive an office for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement his use in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVEcorporate headquarters. (b) During The Executive shall, consistent with his position as president and chief executive officer of the Company and executive vice president of SPI, be responsible for the management of the Company and its organizational structure, subject to the Board and to the provisions of this Agreement, his authority to include, without limitation, supplier relationships and salary, perquisites and, with respect to stock options, (subject additionally to SPI's Board of Directors) stock options for SPI common stock for the Company's employees. (c) The Executive shall, consistent with his position as president and chief executive officer of the Company and executive vice president of SPI, be responsible for, and shall co-ordinate, all product development activities for SPI's and the Company's parenteral products. (d) The Executive shall, consistent with his position as president and chief executive officer of the Company and executive vice president of SPI, be responsible for and shall co-ordinate, all sales and marketing activities for SPI's and the Company's hospital and home care accounts. (e) The Executive shall devote all of the Executive's time and attention during regular business hours to the performance of the Executive's duties hereunder and, during the term of employmenthis employment hereunder, it shall not be a violation engage in any other business enterprise which requires the Executive's personal time or attention, unless granted the prior permission of this Agreement for EXECUTIVE to serve as an officer the Board. The foregoing shall not prevent the Executive's purchase, ownership or director sale of a cooperative housingany interest in, or civic or charitable organization or committeethe Executive's engaging (but not to exceed an average of five hours per week) in, or to manage personal investments, or to serve as a member any business which does not compete with the business of the board Company or SPI or any subsidiary of directors of a corporation the Company or trade associationSPI or the Executive's involvement in charitable or community activities, so long as provided, that the time and attention which the Executive devotes to such business and activities (individually or collectively) do does not conflict or materially interfere with the performance of EXECUTIVE’s his duties hereunder, and/or on a prospective basis, as of the Effective Date, have been reviewed and approved by the Company’s General Counsel. (cf) The reporting relationships Executive shall be entitled to such personal vacations with full compensation, and initial duties of EXECUTIVE are outlined in Attachment A.to be taken at such time or times, as the Executive and the Company shall mutually determine.

Duties. As Co-1.1. The Company hereby employs Executive as an executive of the Company to perform services as Chairman of the Board and Chief Operating Executive Officer of WORLDSPACE, EXECUTIVE shall have and the duties associated therewith, subject to the control and responsibilities direction of the Company's Board of Directors. Except with the consent of Executive, the principal place from which he shall perform his duties shall not be located elsewhere than in New York City, New York or its environs. 1.2. Executive hereby accepts such employment. Throughout the period of his employment by the Company, and subject to his obligations as may a Director and Chairman of the Board of WMS Industries Inc. ("WMS") and as a Director of Midway Games Inc. ("Midway"), Executive will devote his full time, attention, knowledge and skills, faithfully, diligently and to the best of his judgment and ability, to the performance of his duties under Section 1.1 hereof and in furtherance of the business of the Company and will observe and carry out such rules, regulations, policies, directions and restrictions as the Company shall from time to time establish. Executive shall at all times conduct himself in a manner so as to remain eligible to perform his duties under the laws of the Commonwealth of Puerto Rico, including laws, rules and regulations relating to gambling. Executive will do such traveling as may be reasonably be assigned to or vested required of him in EXECUTIVE by the Board consistent with his position. (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time and exclusive. During the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s his duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be requiredAt the Company's request, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the parties. EXECUTIVE Executive shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, the Company or civic or charitable organization or committee, or any affiliate of the Company without additional compensation except that Executive shall be entitled to manage personal investments, or to serve receive directors fees for service as a member director of ▇▇▇▇▇▇▇▇ Hospitality Group Inc. ("WHGI") and other subsidiaries of the board of Company on the same basis as other directors of WHGI and such other subsidiaries. 1.3. Executive shall not, without the written approval of a corporation or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as majority of the Effective DateCompany's Board of Directors first had and obtained in each instance, have been reviewed and approved by directly or indirectly, accept employment or compensation from or perform services of any nature for, any business enterprise other than the Company or any affiliate of the Company’s General Counsel. The foregoing shall not preclude Executive's participation in non-profit organizations and/or associations related to the tourism and hotel industries that will directly or indirectly benefit the Company or from serving as a Director and Chairman of the Board of WMS and a Director of Midway and receiving compensation therefor. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-Chief Operating Officer ▇▇▇▇▇▇▇▇ shall be responsible for the overall development, operations and corporate governance of WORLDSPACEthe Company. In addition, EXECUTIVE ▇▇▇▇▇▇▇▇'▇ duties shall have the be such duties and responsibilities as may the Company shall specify from time to time reasonably be assigned to or vested in EXECUTIVE time, and shall entail those duties customarily performed by the Board consistent Chief Executive Officer of a company with a business commensurate with that of the Company. ▇▇▇▇▇▇▇▇ shall have such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to his position.. ▇▇▇▇▇▇▇▇ shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company's Board of Directors. ▇▇▇▇▇▇▇▇ shall be responsible and report only to the Company's Board of Directors. The Company's Board of Directors, in its sole and absolute discretion, shall determine ▇▇▇▇▇▇▇▇'▇ duties and responsibilities and may assign or reassign ▇▇▇▇▇▇▇▇ to such duties and responsibilities as it deems in the Company's best interest. ▇▇▇▇▇▇▇▇ shall devote his full-time attention, energy, and skill during normal business hours to the business and affairs of the Company and shall not, during the Employment Term, as that term is defined below, be actively engaged in any other business activity, except with the prior written consent of the Company's Board of Directors. Nothing in this Agreement shall preclude ▇▇▇▇▇▇▇▇ from devoting reasonable periods required for: (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time and exclusive. During the term serving as a director or member of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details a committee of any such office organization or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) corporation involving no conflict of interest with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction interests of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVE.Company; (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve serving as a member consultant in his area of expertise (in areas other than in connection with the business of the board Company), to government, industrial, and academic panels where it does not conflict with the interests of directors of a corporation the Company; and (c) managing his personal investments or trade association, so long as engaging in any other non-competing business; provided that such activities (individually or collectively) do not conflict or materially interfere with the regular performance of EXECUTIVE’s his duties hereunder, and/or on a prospective basis, and responsibilities under this Agreement as of the Effective Date, have been reviewed and approved determined by the Company’s General Counsel. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-(a) During the Employment Period, the Employee shall perform such duties and exercise such powers relating to the Company as are commensurate with the office of President and Chief Operating Executive Officer of WORLDSPACE, EXECUTIVE and shall have the such other duties and responsibilities powers as may the Board of Directors shall from time to time reasonably be assigned assign to or vested him, including by way of example but not limitation, duties with respect to any of the Company’s associated companies. As used in EXECUTIVE this Agreement, the term “Associated Companies” shall mean any company (i) of which not less than fifty (50%) percent of the equity is beneficially owned by the Board consistent with his position. Company or (aii) EXECUTIVE’s employment with WORLDSPACE shall be full-time and exclusive. During the term any subsidiary of employmentsuch company, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVE. (b) During the term Employment Period, the Employee shall devote substantially all of employment, it shall not be a violation of this Agreement for EXECUTIVE his time and attention during normal business hours and his best efforts and ability to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member the business of the board Company, shall faithfully and diligently perform the duties of directors of a corporation or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere his employment with the performance of EXECUTIVE’s duties hereunderCompany and shall do all reasonably in his power to promote, and/or on a prospective basis, as develop and extend the business of the Effective Date, have been reviewed and approved by the Company’s General Counsel. (c) During the Employment period, the Employee shall not except as a representative of the Company or with the written consent of the Company, be directly or indirectly engaged, concerned or interested in the conduct of any other business competing or likely to compete with the Company; provided, that notwithstanding anything contained in this Agreement to the contrary, the Employee shall not be precluded from devoting a reasonable amount of his time to: (i) serving with the prior written approval of the Company as a director or member of a committee of any organization involving no conflict of interest with the business of the Company; and (ii) managing his personal investments; provided, that such activities shall not materially interfere with the Employee’s performance of his duties hereunder; and (iii) participating in such courses of instruction and rendering such services as shall be consistent with the maintenance of his skills as a medical doctor; and (iv) performance as an Assistant Professor of Clinical Medicine and assistant attending physician at Columbia University and at Presbyterian Hospital, respectively, or the performance of similar services at any similar institutions; and (v) civic and charitable activities. (d) The reporting relationships Employee shall be employed at the offices of the Company located in Elmwood Park, New Jersey; provided, that the Employee acknowledges and initial agrees that the proper performance of his duties may make it necessary to spend reasonable periods of EXECUTIVE are outlined time in Attachment A.other parts of the country.

Duties. As Co-(a) During the Term, the Executive shall serve as the President, Chief Operating Executive Officer and, unless applicable law precludes the Chief Executive Officer from also serving as Chairman of WORLDSPACEthe Board, EXECUTIVE shall have Chairman of the Board of the Company with responsibility for overseeing all aspects of the day to day operations of the Company and with such other authority and duties and responsibilities as may be assigned to him from time to time reasonably be assigned to or vested in EXECUTIVE by the Board consistent of Directors of the Company commensurate with his position. (a) EXECUTIVE’s employment such roles of President and Chief Executive Officer including cooperating with WORLDSPACE shall be full-time and exclusive. During the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) such advisors to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE Company as may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as engaged by the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right Directors from time to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVEtime. (b) During the term Term, the Executive shall devote all his working time, attention, skill and efforts to the business and affairs of employmentthe Company, it will use his best efforts to promote the success of the Company’s business, and shall not be a violation enter the employ of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member consultant to, or in any way perform any services, with or without compensation, for, any other person, enterprise, business, company, corporation, partnership, firm, association or organization where such conduct would be inconsistent with, in competition with, or prevent, hinder or restrict the Executive from carrying out, his duties to the Company or which would be otherwise inconsistent with this Section 2(b) or any other provision of this Agreement, in each case, without the prior written consent of the board Board of directors of a corporation or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as Directors of the Effective Date, have been reviewed and approved by the Company’s General Counsel. (c) Nothing in this Agreement shall preclude Executive from devoting time during business hours to (i) personal matters and investments, (ii) professional, educational, philanthropic, public interest, or civic activities, or (iii) serving as a director or member of an advisory committee of any trade association or other entity not in competition with the Company, provided that such activities do not interfere with Executive’s regular performance of his duties and responsibilities hereunder. (d) The reporting relationships and initial duties Company shall use its reasonable best efforts to cause the Executive to continue to be elected as a member of EXECUTIVE are outlined in Attachment A.its Board of Directors and, unless applicable law precludes the Chief Executive Officer from also serving as Chairman of the Board, Chairman of the Board throughout the Term.

Duties. As Co-Senior Vice President, Technology and Chief Operating Accounting Officer of WORLDSPACEthe Company, EXECUTIVE shall have the Employee shall: (a)diligently, competently, and faithfully perform all of the duties and responsibilities functions as may from time to time reasonably be assigned to or vested in EXECUTIVE by the Board consistent Employee hereunder commensurate with his position. the position of Senior Vice President, Technology and Chief Accounting Officer of the Company; (ab)devote one hundred percent (100%) EXECUTIVEof the Employee’s employment with WORLDSPACE shall be full-time and exclusive. During the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s full business time, attention, skillenergies, and ability during usual effort to the business hours affairs of the Employer and the Company; (c)achieve the results and outside those hours when reasonably necessary other goals required by the Employer and the Company; (d)conduct all of Employee’s activities in a manner so as to EXECUTIVEmaintain and promote the business and reputation of the Employer and the Company; and (e)not create a situation that results in termination for Cause (as that term is defined in Section 8 hereof). Notwithstanding the foregoing, the Employee shall be permitted to invest the Employee’s personal assets and manage the Employee’s personal investment portfolio in such a form and manner as will not require any business services on the Employee’s part to any third party, and provided it does not conflict with the Employee’s duties hereunder) and responsibilities to the faithful Employer and diligent performance the Company or the provisions of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be requiredSection 9 or Section 10 hereof, without additional compensation, to perform services for any Affiliates, and to accept such office or position conflict with any Affiliate as material published policy of the Board may reasonably requireEmployer or its Affiliates, including, but not limited to, service as an officer the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy of the Employer or director its Affiliates. Notwithstanding the foregoing, the Employee shall also be permitted to participate in customary civic, nonprofit, religious, welfare, social and professional activities that will not materially affect the Employee’s performance of WORLDSPACE or any Affiliateduties hereunder. The details Employee may continue to serve on any board of directors and advisory committees of companies on which the Employee currently serves, as long as the business of such companies is not competitive with that of the Employer, the Company or their Affiliates. The Employee shall not serve on the board of directors or advisory committee of any such office or position (including any applicable insurance coverageother company without the prior consent of the Employer, compensation (if any) which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary herein, the parties acknowledge and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have agree that the right to decline any office or position with an Affiliate without breaching Employee shall, during the terms term of this Agreement in and at the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction request of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy ManualEmployer, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to also serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member any Affiliate of the board Employer or the Company as the Employer shall reasonably request. In such capacity, the Employee shall be responsible generally for all aspects of directors such office. All terms, conditions, rights and obligations of a corporation this Agreement shall be applicable to the Employee while serving in such office as though the Employee and such Affiliate had separately entered into this Agreement, except that the Employee shall not be entitled to any compensation, vacation, fringe benefits, automobile allowance or trade association, so long as other remuneration of any kind whatsoever from such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as of the Effective Date, have been reviewed and approved by the Company’s General CounselAffiliate. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-Chief Operating Officer of WORLDSPACE, EXECUTIVE shall have the duties and responsibilities as may from time to time reasonably be assigned to or vested in EXECUTIVE by the Board consistent with his position. (a) EXECUTIVE’s employment The Executive shall perform services consistent with WORLDSPACE the Executive's position as the Chief Executive Officer, subject to the general supervision of the Board of Directors of the Company ("Board"). The Executive will report to the Board. The Executive will be responsible for directing the operations of the Company and its operating subsidiaries, as well as the development of strategic objectives for consideration of the Board. The Executive will have primary responsibility for day-to-day operations, and the senior management will report to the Executive. The Executive will keep the Board apprised and informed on a regular basis as to all material pending matters or developments (including any such matters or developments pending as of the date of this Agreement), and will consult, on a regular basis, with the Vice Chairman of the Board on the status and operating plans of the Company and all of its subsidiaries. For purposes of this Section 3(a), a "material pending matter or development" shall include, but not be limited to, any indication, written or oral, which is known to the Executive and which a reasonable business person would reasonably believe in good faith is serious and credible regarding a potential transaction involving the Company, any of its subsidiaries or any of the Company's or its subsidiaries' assets which, in each case, if consummated, would involve in excess of ten million dollars ($10,000,000), and any such indication shall be full-communicated by the Executive to the Executive Committee of the Board promptly upon receipt of such knowledge. The Executive hereby agrees to devote substantially all of his business time and exclusive. During the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s such duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept the promotion and forwarding of the business and affairs of the Company for the Term provided, however, that Executive shall be permitted to engage in (i) other activities of a civic, religious, political or charitable nature, (ii) managing investments of the Executive and the Executive's family in securities, mutual funds or other collective investment funds, limited partner interests or similar passive investments, (iii) corporate directorships and other business activities described in Schedule I attached hereto, or (iv) such office or position with any Affiliate other activities as the Board may reasonably requirehereafter be specifically approved in writing, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) which in each case and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member of the board of directors of a corporation or trade association, so long as such activities (individually or collectively) aggregate do not conflict or materially interfere with the performance of EXECUTIVE’s duties his obligations hereunder, and/or on a prospective basisprovided, further, however, that Executive may not engage in any such activities that would result in the Executive being in Competition (as of the Effective Date, have been reviewed and approved by the Company’s General Counseldefined in Section 8(d) below). (cb) The reporting relationships Executive acknowledges and initial agrees that the Vice Chairman of the Board will serve as Chairman of the Executive Committee of the Board. The Vice Chairman (i) will have full discretion at all times to review the operation of the business of the Company and its subsidiaries; (ii) will be entitled to participate in all operational and strategic meetings, and (iii) will have full access to all information relating to operations and, following advance notification to the Executive, employees of the Company and its subsidiaries. Each member of the Board ("Director") shall have, following advance notice to the Executive, the same rights of the Vice Chairman set forth in clauses (i),(ii) and (iii) of the immediately preceding sentence. The Vice Chairman and any Director will have the right to bring any matter to the attention of the Board for its consideration. The Executive shall use his reasonable best efforts to timely facilitate compliance with any reasonable requests made by any Director to an employee, taking into account all other duties and obligations of EXECUTIVE are outlined in Attachment A.such employee and their reasonable priorities.

Duties. As Co-Chief Operating Officer of WORLDSPACE, EXECUTIVE Executive shall have the duties normal duties, responsibilities, functions, and responsibilities authority of the _________, subject to the power and authority of the Board of Directors of the Company (the “Board”), and Executive shall report to the Chief Executive Officer (the “CEO”). Executive shall render to the Company administrative, financial, and other executive and managerial services that are consistent with Executive’s position as _________ of the Company, as the CEO and/or the Board may from time to time reasonably be assigned to or vested in EXECUTIVE by the Board direct. Executive shall devote Executive’s full business time and attention (except for vacation periods consistent with his position. (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time and exclusive. During the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved and reasonable periods of illness or other incapacity) to the mutual satisfaction business and affairs of the partiesCompany, its Affiliates, and its Subsidiaries. EXECUTIVE In performing Executive’s duties and exercising Executive’s authority under this Agreement, Executive shall comply support and implement the business and strategic plans as directed from time to time by the CEO and shall support and cooperate with the Company’s effort to expand the business and operate in all material respects conformity with all applicable policies the business and strategic plans. So long as Executive is employed by the Company, Executive shall not, without prior notification and approval of WORLDSPACE and/or its Affiliates the CEO or the Board, who may approve under such procedures as found in the WORLDSPACE Policy ManualBoard shall from time to time approve, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member of on the board of directors of a corporation any other company for compensation or trade associationremuneration, so long as and Executive shall not undertake, engage in or perform other activities or services for Executive’s personal benefit or for the benefit of any Person other than the Company and its Subsidiaries and Affiliates if such other activities (individually or collectively) do not conflict or materially services interfere with the performance of EXECUTIVEExecutive’s duties hereunderunder this Agreement. Subject to the foregoing provision, and/or nothing in this Agreement shall be construed as preventing Executive from engaging in volunteer services for charitable, educational or civic organizations, serving on the board of directors of other companies without compensation or remuneration, or investing Executive’s personal assets in such a prospective basismanner as Executive deems to be appropriate; provided, as however, no such other activity shall conflict with Executive’s obligations under this Agreement or interfere with Executive’s performance of the Effective Date, have been reviewed and approved by the CompanyExecutive’s General Counselduties under this Agreement. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-Chief Operating Officer (a) During the term of WORLDSPACEyour employment hereunder, EXECUTIVE shall have including any renewal thereof, you agree to serve as the Vice President, Human Resources of C&D Technologies, Inc. or in such other capacity with duties and responsibilities of a similar nature as those initially undertaken by you hereunder as the President of the Company may from time to time determine. Your duties may be changed at any time and from time to time hereafter, upon mutual agreement, consistent with office or offices in which you serve as deemed necessary by the President of the Company. You also agree to perform such other services and duties consistent with the office or offices in which you are serving and its responsibilities as may from time to time reasonably be assigned to or vested in EXECUTIVE prescribed by the Board consistent with his position. (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time and exclusive. During the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skillDirectors, and ability during usual business hours (and outside those hours when reasonably necessary you also agree to EXECUTIVE’s duties hereunder) to serve, if elected, as an officer and/or director of the faithful and diligent performance Company and/or any of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, the Company's other direct or indirect subsidiaries without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised all cases in writing by EXECUITVE have not been resolved conformity to the mutual satisfaction by-laws of the partieseach such corporation. EXECUTIVE Unless you otherwise agree, you shall comply in all material respects with all applicable policies not be required to relocate your place of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, business to a copy of which has been provided to EXECUTIVElocation that would increase your commuting distance by greater than 25 miles. (b) During You shall devote your full employment energies, interest, abilities, time and attention during normal business hours (excluding the term vacation periods provided in Section 4(b) below) exclusively to the business and affairs of employmentthe Company, it its parent corporation and subsidiaries, if any, and shall not be a violation of this Agreement for EXECUTIVE to serve as an officer engage in any activity that conflicts or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member of the board of directors of a corporation or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere interferes with the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as of the Effective Date, have been reviewed and approved by the Company’s General Counsel. (c) The reporting relationships You agree to cooperate with the Company, including taking such reasonable medical examinations as may be necessary, in the event the Company shall desire or be required (such as pursuant to the terms of any bank loan or any other agreement) to obtain life insurance insuring your life. (d) You shall, except as otherwise provided herein, be subject to the Company's rules, practices and initial duties policies applicable to the Company's senior executive employees. Without limiting the generality of EXECUTIVE are outlined the foregoing, you shall, with respect to the Company and its parents, subsidiaries, assets and stockholders, act in Attachment A.a manner consistent with your fiduciary responsibilities as an executive of the Company.

Duties. As Co-In your capacity as the Chief Operating Officer of WORLDSPACEExecutive Officer, EXECUTIVE you shall have the powers, responsibilities, duties and authority customary for the chief executive officer of corporations of the size, type and nature of the Company, and you will report solely and directly to the Chairman of the Board of Directors of the Company (the “Board”). Subject to the provisions of this paragraph, you agree to devote substantially all of your business time and attention to the business and affairs of the Company and to perform your duties in a diligent, competent and skillful manner and in accordance with applicable law. The Company understands that you serve on the Board of Directors of Sphere Entertainment Co. (“Sphere”). As recognized in Article Tenth of the Company’s Amended and Restated Certificate of Incorporation (the “Overlap Policy”), there may be certain potential conflicts of interest and fiduciary duty issues associated with your roles at the Company and Sphere. The Company recognizes and agrees that none of (i) your responsibilities at the Company and Sphere (and at their respective subsidiaries and affiliates), (ii) the actual or potential conflicts of interest and fiduciary duty issues that are waived in the Overlap Policy or (iii) any actions taken, or omitted to be taken, by you in good faith to comply with your duties and responsibilities as may from time to time reasonably be assigned the Company (and its subsidiaries and affiliates) in light of your responsibilities to or vested in EXECUTIVE by the Board consistent with his position. Company and Sphere (a) EXECUTIVE’s employment with WORLDSPACE and their respective subsidiaries and affiliates), shall be full-time and exclusive. During the term deemed to be a breach by you of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position your obligations under this Agreement (including your obligations under Annex I) nor shall any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the partiesforegoing constitute “Cause” as such term is defined herein. EXECUTIVE Notwithstanding the foregoing, nothing herein shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVE. preclude you from (bi) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve serving as a member of the board of directors of a corporation or trade associationup to three non-competitive public companies upon consent of the Company (not to be unreasonably withheld), (ii) engaging in charitable activities and community affairs, and (iii) managing the personal investments and affairs of you and the members of your family (including in your capacity as the manager of the ▇▇▇▇▇ family office); provided, however, that the activities set out in clauses (i), (ii), and (iii) shall be limited by you so long as such activities (not to materially interfere, individually or collectively) do not conflict or materially interfere in the aggregate, with the performance of EXECUTIVE’s your duties and responsibilities hereunder, and/or on a prospective basis, as of including compliance with the Effective Date, have been reviewed and approved by the Company’s General Counselcovenants set forth in ▇▇▇▇▇ ▇. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-Chief Operating Officer Except as otherwise set forth in this Section 3(a), Executive (i) shall devote substantially all of WORLDSPACEExecutive’s business time, EXECUTIVE attention and energies to the business and affairs of the Company, shall have use Executive’s best efforts to advance the interests of the Company, and shall perform Executive’s duties diligently and to the best of Executive’s ability, in compliance with the Company’s policies and procedures and the laws and regulations that apply to the Company’s business; and (ii) shall not be engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage, that interferes with the performance by Executive of Executive’s duties hereunder or Executive’s availability to perform such duties or that Executive knows, or should reasonably know, will adversely affect, or negatively reflect upon, the Company. With the advance written consent of the Company’s Board of Directors (the “Board”), Executive may serve as a director of, or on the advisory committee of, other pharmaceutical, life science or other companies or organizations; provided, however, that Executive promptly resigns from any such position to the extent Executive or the Board reasonably determines that any products being actively developed, marketed or produced by such company or organization (or any of their respective affiliates) competes with any product being actively developed, marketed or produced by the Company or any of its affiliates or otherwise creates a conflict of interest for Executive. Approval for any such business activity shall not be unreasonably withheld by the Board, so long as the activity is not competitive with the business of the Company and does not interfere with the performance of Executive’s duties hereunder. Provided that the following activities do not interfere with Executive’s duties and responsibilities as may from time Executive Vice President and Chief Financial Officer or Executive’s availability to time reasonably be assigned to or vested in EXECUTIVE by the Board consistent with his position. (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time perform such duties, and exclusive. During the term of employment, EXECUTIVE shall, except during periods of vacation, sick leavewill not adversely affect, or other duly authorized leave of absencenegatively reflect upon, devote the whole of EXECUTIVE’s timeCompany, attentionExecutive may engage in charitable and community affairs, skilltrade activities and trade organizations, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE teach and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member of the board of directors of a corporation or trade associationlecture, so long as such activities (individually or collectively) do not conflict or materially interfere are consistent with the performance of EXECUTIVEExecutive’s duties hereunderand responsibilities under this Agreement, and/or on a prospective basis, as of the Effective Date, have been reviewed and approved by the Companymay manage Executive’s General Counselpersonal investments. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-Chief Operating Executive Officer of WORLDSPACEthe Company, EXECUTIVE shall have the duties and responsibilities as may from time to time reasonably be assigned to or vested in EXECUTIVE by the Board consistent with his position.Employee shall: (a) EXECUTIVE’s employment with WORLDSPACE shall diligently and faithfully perform all of the duties and functions as may be full-time and exclusive. During the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) assigned to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept Employee in such office or position with any Affiliate as capacity by the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction Directors of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in Employer or the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVE.Company; and (b) During not to create a situation that results in termination for “cause” as that term is defined in Section 8 hereof. The Employee shall be required hereunder to devote one hundred percent (100%) of the Employee’s full business time and effort to the business affairs of the Employer and the Company. The Employee shall be responsible for directly reporting to the Board of Directors of the Employer and the Company on all matters for which the Employee is responsible. The Employee shall not, during the term of employmentthis Agreement, it engage in any other business activity; provided, however, that the Employee shall be permitted to invest the Employee’s personal assets and manage the Employee’s personal investment portfolio in such a form and manner as will not require any business services on Employee’s part to any third party or conflict with the provisions of Section 10, Section 11 or Section 15 hereof, or conflict with any published policy of the Employer, the Company or their affiliates, including but not limited to the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy of the Company or its affiliates. Notwithstanding the foregoing, Employee shall also be permitted to participate in customary civic and professional activities that will not, in the opinion of the Employer, materially affect Employee’s performance of his duties hereunder. Employee may continue to serve on the advisory board of companies in which Employee has invested (with Employer’s prior written consent as required by Section 10(a)) as long as the business of such companies is not competitive with that of the Company, any subsidiary of the Company, or any of their affiliates. Employee shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member of on the board of directors of a corporation or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere with any other company without the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as prior consent of the Effective DateCompany, have been reviewed which shall not be unreasonably withheld. Notwithstanding anything to the contrary herein, the parties acknowledge and approved by agree that the Employee shall, during the term of this Agreement and at the request of the Employer or the Company’s General Counsel, also serve as an officer of any subsidiary or affiliate of the Employer or the Company as the Employer or the Company shall request. In such capacity, Employee shall be responsible generally for all aspects of such office. All terms, conditions, rights and obligations of this Agreement shall be applicable to Employee while serving in such office as though Employee and such subsidiary or affiliate of the Employer or the Company had separately entered into this Agreement, except that the Employee shall not be entitled to any compensation, vacation, fringe benefits, automobile allowance or other remuneration of any kind whatsoever from such subsidiary or affiliate of the Employer or the Company. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As CoDuring the Term, you will have all of the duties, responsibilities and authority commensurate with the position of Chief Executive Officer, including such duties, responsibilities and authority set forth in the Company’s Certificate of Incorporation and Bylaws and such duties, responsibilities and authority as are customary for executives with the same or similar roles in companies of similar sizes and structures. You will have an office at the Company’s corporate headquarters located in Bedford, Massachusetts for use during the Term on an as-Chief Operating Officer of WORLDSPACEneeded basis. You agree to serve the Company faithfully, EXECUTIVE shall have diligently and competently, and to devote your full working time, energy and skill to the duties and responsibilities as may from time to time reasonably Company’s business. Notwithstanding the foregoing, you will be assigned to or vested in EXECUTIVE by the Board consistent with his position.permitted to: (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time and exclusive. During the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or continue to serve as a member of the board public or private company boards of directors of a corporation on which you currently serve; and (b) serve in any capacity with any professional, educational, philanthropic, public interest, charitable or trade association, so long as community organization; provided that such activities do not at the time the activity or activities commence or thereafter (i) create an actual or potential business or fiduciary conflict of interest or (ii) individually or collectively) do not conflict or in the aggregate, interfere materially interfere with the performance of EXECUTIVE’s your duties hereunder, and/or on to the Company. You will continue as a prospective basis, as member of the Effective Date, have been reviewed and approved by the Company’s General CounselBoard of Directors (the “Board”), although you will not be eligible to receive any cash compensation, equity awards or other compensation with respect to your continuing service on the Board during the Term. It is understood that neither your employment as Interim CEO nor any other term of this Agreement will interfere with the vesting of equity awards previously issued to you in connection with your service as a member of the Board. During the Term you will not be eligible to serve on any of the standing committees of the Board for which members are required to be “independent” within the meaning of the rules and regulations of the Securities and Exchange Commission or The Nasdaq Stock Market (that is, the Audit Committee, the Compensation Committee, and the Governance and Nominating Committee). After the Term, your service as a member of any Board committee will be determined by the Board, subject to compliance with the applicable rules and regulations of the Securities and Exchange Commission and The Nasdaq Stock Market. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As (a) Executive shall perform services in a managerial capacity in a manner consistent with the Executive’s position as Chief Financial Officer, subject to the general supervision of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Co-Chief Operating Officer of WORLDSPACE, EXECUTIVE Executive Officer. (b) Executive shall have the duties and responsibilities consistent with her position as a principal financial officer of a public company (provided that Executive shall not have grounds for Good Reason solely because the Company ceases to be a public company) as may from time be reasonably assigned or delegated to time reasonably be assigned to or vested in EXECUTIVE her by (i) the Executive Committee and/or (ii) the Board consistent with his positionof Directors and for which the Company has given her sufficient authority, time and resources to accomplish. (ac) EXECUTIVE’s employment with WORLDSPACE Executive shall be full-time and exclusive. During the term (i) devote substantially all of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s her business time, attention, skill, and ability during usual energy to the business hours of the Company and to the performance of her duties hereunder; (ii) use her reasonable best efforts to promote the success of the Company’s business; (iii) be employed full-time with Employer exclusively; (iv) cooperate with the reasonable and outside those hours when reasonably necessary lawful directives of the Board of Directors and the Executive Committee in the advancement of the best interests of the Company; and (v) not engage in any other activity that conflicts with her duties hereunder. (d) Notwithstanding Section 3.3(c) or anything herein to EXECUTIVEthe contrary, Executive may (i) serve on the boards of directors of non-profit organizations and, with the prior written approval of the Board of Directors, other for profit companies; (ii) participate in charitable, civic, educational, professional, community or industry affairs; (iii) manage the Executive’s passive personal investments; and (iv) engage in the activities listed on Exhibit A hereto, which Employer has approved as activities which do not materially interfere with or materially conflict with the performance of Executive’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member of the board of directors of a corporation or trade association, so long as such activities (individually or collectively) in the aggregate do not interfere or conflict or materially interfere with the performance of EXECUTIVEExecutive’s duties hereunder or create a potential business or fiduciary conflict. Without limiting the foregoing, Executive understands and agrees that at any time during her employment hereunder, and/or Employer may, in its reasonable discretion, require that Executive cease engaging in any activity, including any activity listed on a prospective basisExhibit A, as of the Effective Date, have been reviewed and approved by if Employer deems that Executive’s participation in such activity interferes in any way with her ability to perform her duties for the Company’s General Counsel. (ce) The reporting relationships Executive represents and initial duties warrants that the execution and delivery by Executive of EXECUTIVE are outlined this Agreement do not, and the performance by Executive of Executive’s obligations hereunder will not: (i) violate any judgment, writ, injunction, or order of any court, arbitrator, or governmental agency applicable to Executive; or (ii) conflict with, result in Attachment A.the breach of any provisions of or the termination of, or constitute a default under, any agreement to which Executive is a party or by which Executive is or may be bound.

Duties. As Co-During the Term of Employment, (i) the Employee shall be engaged as the Chairman of the Board and Chief Operating Executive Officer of WORLDSPACEMaidenform, EXECUTIVE shall have Inc. and its subsidiary companies (hereinafter individually and collectively along with the duties Parent called the “Employer’s Group”) and responsibilities (ii) so long as may from time to time reasonably be assigned to or vested in EXECUTIVE by service as both Chairman of the Board consistent with his position. (a) EXECUTIVE’s employment with WORLDSPACE of Directors of Parent and Chief Executive Officer of Maidenform, Inc. is permissible under applicable law, regulations and the corporate governance requirements of any stock exchange or market quotation system on which the shares of Parent are listed or quoted, the Employee shall be full-time and exclusive. During the term also serve as Chairman of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably requireof Directors of Parent. If, includingfor the reasons set forth in the immediately preceding sentence, but the Employee cannot limited toserve as both Chairman of the Board of Directors of Parent and Chief Executive Officer of Maidenform, Inc., so long as service as an officer or director both Chief Executive Officer of WORLDSPACE or any Affiliate. The details Maidenform, Inc. and on the Board of Directors of Parent is permissible under applicable law, regulations and the corporate governance requirements of any such office stock exchange or position (including any applicable insurance coveragemarket quotation system on which the shares of Parent are listed or quoted, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the parties. EXECUTIVE Employee shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director Chief Executive Officer of a cooperative housingMaidenform, or civic or charitable organization or committee, or to manage personal investments, or to serve Inc. and as a member of the board Board of directors Directors of a corporation Parent. The Employee shall have the full responsibility and authority to manage and direct the business of the Employer, subject to the supervision of the Board of Directors. In addition, the Employee shall have such other or trade association, so long as such activities (individually more specific responsibilities or collectively) do not conflict or materially interfere duties with respect to the business of the Employer consistent with the performance of EXECUTIVEEmployee’s duties hereunder, and/or on a prospective basis, position as Chief Executive Officer as may be determined and assigned to the Employee from time to time by or upon the authority of the Effective Date, have been reviewed Board of Directors of the Employer or the Parent. The Employee shall report to the Boards of Directors of the Employer and approved the Parent. The Employee shall also serve as a Director of the Parent and as an Officer or Director of any member of the Employer’s Group as requested by the CompanyEmployer without any additional compensation therefore other than as specified in this Agreement. The Company has Director’s General Counseland Officer’s Liability Insurance in effect and will maintain Director’s and Officer’s Liability Insurance Coverage uninterruptedly in effect during the Term of this Agreement. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-Subject to the terms and conditions of this Agreement, the Employee shall be employed by the Company as Chief Operating Executive Officer of WORLDSPACEthe Company, EXECUTIVE and, as such, the Employee shall have faithfully perform for the Company the duties of said office and responsibilities shall perform such other duties of an executive, managerial or administrative nature as may shall be specified and designated from time to time reasonably be assigned to or vested in EXECUTIVE by the Board consistent with his position. of Directors (a) EXECUTIVEthe “Board”). The Employee’s employment with WORLDSPACE shall be full-time and exclusive. During the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer employee hereunder will commence on March 18, 2013, or director of WORLDSPACE such other date as may be mutually agreed by the Company and the Employee (the “Commencement Date”). Additionally, on or any Affiliate. The details of any such office or position (including any applicable insurance coverageabout the Commencement Date, compensation (if any) and employment arrangements) with an Affiliate the Employee will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved elected to the mutual satisfaction of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy ManualBoard, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member Class II director, subject to reelection by the Company’s shareholders in accordance with the Company’s certificate of incorporation, bylaws and Corporate Governance Guidelines. While employed by the Company, Employee shall not, without the prior consent of the board Board of directors the Company, (i) render to others, services of a corporation any kind for compensation or trade association, so long as such activities (individually or collectively) do not conflict or engage in any other business activity that would materially interfere with the performance of EXECUTIVEEmployee’s duties hereunderunder this Agreement, and/or on or (ii) directly or indirectly, whether as a prospective basispartner, as of the Effective Dateemployee, have been reviewed and approved by creditor, shareholder, or otherwise, promote, participate or engage in any activity or other business competitive with the Company’s General Counselbusiness. Employee shall not invest in any company or business that competes in any manner with the Company; provided that, Employee may, without violating this section, own as a passive investment, shares of capital stock of a publicly-traded corporation that engages in competition if (i) such shares are actively traded on an established national securities market in the United States, (ii) the number of shares of such corporation’s capital stock that are beneficially owned (directly or indirectly) by the Employee represents less than one percent of the total number of shares of such corporation’s outstanding capital stock, and (iii) Employee is not otherwise associated directly or indirectly with such corporation or with any affiliated of such corporation. Employee may also participate freely in the affairs of any recognized charitable organizations, non-profit or in any community affairs, of Employee’s choice. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-Chief Operating Officer of WORLDSPACE, EXECUTIVE Employee’s duties shall have the duties and responsibilities as may be prescribed from time to time reasonably be assigned to or vested in EXECUTIVE by the Board consistent of Directors of Parent (the “Board”) and shall include such responsibilities as are customary for employees performing functions similar to those of Employee. In addition, Employee shall serve at no additional compensation in such executive capacity or capacities with respect to any subsidiary or affiliate of Parent or the Company, respectively, to which he may be elected, assigned or appointed. Employee shall devote substantially all of his position. time and attention to the performance of his duties and responsibilities for and on behalf of Parent, the Company and their subsidiaries and affiliates (aindividually or collectively, as the context may require, the “Company Group”) EXECUTIVE’s employment with WORLDSPACE except as set forth herein, or as may be consented to by the Company. In addition, Employee shall be full-time required to travel to all locations, whether national or international, in order to further develop and exclusivelearn the needs of the business. During the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) Notwithstanding anything to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be requiredcontrary herein, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of nothing in this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVE. preclude Employee from: (bi) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve serving as a member of the board of directors or advisory board (or their equivalents in the case of a corporation non-corporate entity) of any charitable or trade associationphilanthropic organization, separate from the Company Group; (ii) engaging in charitable, community or philanthropic activities or any other activities or (iii) serving as an executor, trustee or in a similar fiduciary capacity; provided, that the activities set out in the foregoing clauses shall be limited by Employee so long as such activities (not to affect, individually or collectively) do not conflict in the aggregate, or materially interfere with the performance of EXECUTIVEEmployee’s duties and responsibilities hereunder, and/or on a prospective basis, as without the consent of the Effective DateCompany. During Employee’s employment with the Company, have been reviewed Employee shall be governed by and approved by be subject to, and Employee hereby agrees to comply with, all Company Group policies, procedures, rules and regulations applicable to employees generally, or to employees at executives grade level, including without limitation, the Company’s General CounselEmployee Handbook, and in each case, as they may be amended from time to time in the Company’s sole discretion. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As CoExecutive agrees that during the Term of Employment he will hold such offices or positions with the Company, and perform such duties and assignments relating to the business of the Company, as the chief executive officer of the Company shall direct except that Executive shall not be required to hold any office or position or to perform any duties or assignment inconsistent with his experience and qualifications or not customarily performed by a corporate officer. The Company represents to Executive (i) that the Board of Directors (acting by its Compensation Committee) has authorized the making of this Agreement and expressed its present intention that during the Term of Employment Executive will be a Group Vice President and the Treasurer of the Company and (ii) that under the by-Chief Operating Officer laws of WORLDSPACEthe Company as now in effect the Treasurer is the chief financial officer of the Company. Neither the failure of any future Board of Directors to elect Executive to the offices just named nor any amendment of the by-laws shall, EXECUTIVE however, be deemed to relieve either party hereto of any of his or its obligations under this Agreement. If the chief executive officer of the Company so directs, Executive shall have serve as an officer of one or more subsidiaries of the Company (provided that the duties of such office are not inconsistent with Executive's experience and responsibilities as qualifications and are duties customarily performed by a corporate officer) and part or all of the compensation to which Executive is entitled hereunder may be paid by such subsidiary or subsidiaries. However, such employment and/or payment of Executive by a subsidiary or subsidiaries shall not relieve the Company from time any of its obligations under this Agreement except to time reasonably be assigned the extent of payments actually made to or vested in EXECUTIVE Executive by the Board consistent with his position. (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time and exclusivea subsidiary. During the term Term of employment, EXECUTIVE Employment Executive shall, except during customary vacation periods and periods of vacation, sick leave, or other duly authorized leave of absenceillness, devote the whole substantially all of EXECUTIVE’s time, attention, skill, his business time and ability during usual business hours (and outside those hours when reasonably necessary attention to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member of the board of directors of a corporation or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVE’s his duties hereunder, and/or on a prospective basis, as hereunder and to the business and affairs of the Effective DateCompany and its subsidiaries and to promoting the best interests of the Company and its subsidiaries and he shall not, have been reviewed and approved by the Company’s General Counseleither during or outside of such normal business hours, engage in any activity inimical to such best interests. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-During the Employment Period, Executive shall continue to serve as Chief Operating Executive Officer of WORLDSPACE, EXECUTIVE shall have the duties Company and responsibilities as may from time to time reasonably be assigned to or vested in EXECUTIVE by the Board consistent with maintain his position. (a) EXECUTIVE’s employment with WORLDSPACE shall be fullcurrent offices at each of its wholly-time and exclusiveowned subsidiaries. During the term of employmentEmployment Period, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the parties. EXECUTIVE Executive shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or continue to serve as a member of the board Company's Board of directors Directors. Executive shall have the full authority customary to a Chief Executive Officer's office to manage the Company, subject to the policies and direction of a corporation or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere with the Board. The Executive shall devote his full working time and effort during the Employment Period exclusively to the performance of EXECUTIVE’s his duties hereunder, and/or on a prospective basis, as hereunder and to the furtherance of the Effective Datebest interests of the Company. During the Employment Period, the Executive shall not undertake any business or professional activity except for the benefit of the Company or engage in any business or profession other than the rendition of management services for and on behalf of the Company and the performance of the other duties herein prescribed unless the Company shall consent thereto in advance in writing. Nothing in this Section 2 shall be interpreted as precluding the Executive from acting as a volunteer for, or serving on the boards of, non-profit corporations or trusts. Notwithstanding the foregoing, during the Employment Period and subject to the same terms and conditions of this Agreement, the Board of Directors may at its discretion assign Executive to be Chief Executive Officer solely of erizon, Inc. provided that (a) the Company's stock in or the assets of Hanover Brands, Inc. have been reviewed sold, assigned or otherwise transferred; and approved by (b) erizon, Inc. is a public company at the 2 time of such assignment or, if not, erizon, Inc. is using its best efforts to cause it to become a public company within 180 days of such assignment. In the event of such assignment, (i) Executive shall have the full authority customary to a chief executive officer's office to manage erizon, Inc. subject to the policies and direction of its Board of Directors; (ii) Executive shall be appointed to the Executive Committee of the Company’s General Counsel's Board of Directors; and (iii) Executive shall report directly to the Board of Directors of erizon, Inc. In the event of Executive's assignment to erizon, Inc., erizon, Inc. shall assume all of the Company's obligations hereunder. Until the conditions set forth in (a) and (b) of this Section 2 have been met, Executive agrees that, at the request of the Board of Directors of the Company in its sole discretion, he shall serve as Chief Executive Officer of both the Company and erizon, Inc. under the terms set forth in this Agreement. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-(a) Subject to the terms of this Agreement, during the Employment Term, Executive shall serve as Chief Operating Executive Officer of WORLDSPACEthe Company. Executive shall perform such duties that are customarily associated with the position of Chief Executive Officer, EXECUTIVE shall have the as well as such duties and responsibilities services described herein and as may be reasonably be requested from time to time reasonably by the Board of Directors of the Company (the “Board”). Executive shall report to the Board and shall perform such other duties as may be assigned to or vested in EXECUTIVE Executive from time to time by the Board consistent with his positionBoard. (ab) EXECUTIVEDuring the Employment Term, Executive agrees to faithfully serve the Company, devote his full working time, attention and energies to the business of the Company, its subsidiaries and affiliated entities, and perform the duties under this Agreement to the best of his abilities. Executive agrees not to engage in any other business or employment without the prior written consent of the Board, except as otherwise specifically provided herein. Executive may perform uncompensated services in connection with either the management of personal investments or with nonprofit charitable or civic organizations, provided that such activities do not interfere with Executive’s employment with WORLDSPACE duties pursuant to this Agreement. With the prior written approval of the Board, such approval not to be unreasonably withheld, delayed or conditioned, Executive may serve on other corporate boards of directors. (c) Executive shall be full-time subject to and exclusive. During required to follow (i) all applicable documented Company policies and procedures, including those set forth in the term Company’s Employee Handbook and Code of employmentBusiness Conduct and Ethics (each, EXECUTIVE shallas may be amended, except during periods of vacation, sick leavereplaced, or supplemented from time to time) or as otherwise communicated to employees; and (ii) all applicable laws and regulations as are in force from time to time. (d) Executive represents and warrants that (1) Executive is not a party to or subject to any restrictive covenants, legal restrictions or other duly authorized leave agreements in favor of absenceany entity or person which would in any way preclude, devote the whole of EXECUTIVE’s timeinhibit, attention, skill, and impair or limit his ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably requirehis obligations under this Agreement, including, but not limited to, service as an officer non-competition agreements, non-solicitation agreements or director of WORLDSPACE or any Affiliate. The details of any such office or position confidentiality agreements, and (including any applicable insurance coverage, compensation (if any2) and Executive’s employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching Company does not violate the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved any agreement to the mutual satisfaction of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, which he is a copy of which has been provided to EXECUTIVEparty. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member of the board of directors of a corporation or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as of the Effective Date, have been reviewed and approved by the Company’s General Counsel. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-Chief Operating Officer of WORLDSPACE, EXECUTIVE The President and CEO shall have the power to determine the specific duties that shall be performed by Employee and responsibilities as may from time to time reasonably the means and manner by which those duties shall be assigned to or vested in EXECUTIVE by the Board performed, but such duties shall be consistent with his positionthe executive position of Employee. (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time and exclusive. During the term Employment Period, Employee agrees to use his best efforts in the business of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, Employer and to devote the whole of EXECUTIVE’s his full time, attention, skill, attention and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) energies to the faithful and diligent performance business of EXECUTIVE’s duties hereunderEmployer, allowing, however, time for Permitted Activities as specified in Section 3(c) below. EXECUTIVE acknowledges and agrees that EXECUTIVE Employee shall not be engaged in any other business activity which shall be competitive with the business of Employer (except for activities associated with the Phase I business of Global Biomedical Capital Corp. as such activities were conducted as of June 19, 2002) or which may be required, without additional compensation, (i) interfere with Employee's ability to perform services discharge his responsibilities to Employer; or (ii) detract from the business of Employer. Employee shall not: (i) work either on a part-time or independent contracting basis for any Affiliatesother company, business or enterprise without the prior written consent of the President and CEO (excluding (A) teaching, (B) clinical practice in neuropsychology, (C) activities of Global Biomedical Capital Corp. or any of its subsidiaries that do not compete with the business of Employer or any of its affiliates, and to accept such office (D) those professional societies, boards or position with any Affiliate academic appointments on which Employee serves as of the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms date of this Agreement in listed on Exhibit A hereto (collectively, the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to "Permitted Activities"); or (ii) serve on the mutual satisfaction board of directors or comparable governing body of any other material business, civic or community corporation or similar entity without the prior written consent of the parties. EXECUTIVE President and CEO (excluding those positions Employee holds and boards of directors on which Employee serves as of the date of this Agreement, which positions and boards, if any, are listed on Exhibit A hereto), such consent which shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVEnot be unreasonably withheld. (b) During Employee agrees to use his reasonable efforts to impart his skill and knowledge relating to the term business of employmentEmployer to such individuals as are designated by Employer, it shall not be a violation of this Agreement for EXECUTIVE and to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member train such individuals in the aspects of the board business with which Employee is familiar. In addition, at the request of directors Employer and without additional compensation, Employee shall use his best efforts to record and document his knowledge relating to the business of a corporation or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as of the Effective Date, have been reviewed and approved by the Company’s General CounselEmployer. (c) The reporting relationships Not withstanding any other provision of this Agreement to the contrary, in no event shall Employee's commitments, obligations and initial duties of EXECUTIVE are outlined services with respect to Permitted Activities (i) exceed thirteen (13) business days each quarter and (ii) together with the paid time off and vacation days described in Attachment A.Section 4(d) below, exceed 52 business days each year.

Duties. As Co-The Executive shall serve as the Company’s President and Chief Operating Executive Officer of WORLDSPACEand, EXECUTIVE shall have consistent with the Company’s bylaws and the duties and responsibilities as customarily associated with such positions in a public corporation of similar size and business and subject to the direction of the Board and the Executive Chairman, shall have general responsibility and ultimate authority for implementation of the policies of the Company and for the management of the business and affairs of the Company. The Executive also shall have any additional duties and any additional responsibilities which may from time to time be reasonably be assigned to or vested in EXECUTIVE designated by the Board consistent or the Executive Chairman; provided that the scope of his duties and the extent of his responsibilities shall not be substantially different from the duties and responsibilities customarily associated with his position. (a) EXECUTIVE’s employment with WORLDSPACE the position of Chief Executive Officer and President in a public corporation of a similar size and business. At all times, the Executive shall be full-time and exclusivesubject to the direction of the Board. During the term Employment Period, the Executive shall devote his full business time and best efforts to the business and affairs of employmentthe Company and its subsidiaries. Notwithstanding the foregoing, EXECUTIVE shall, except during periods of vacation, sick leave, the Executive may: (i) engage in any civic or charitable activities for which the Executive receives de minimis compensation or other duly authorized leave pecuniary advantage; (ii) invest his personal assets in any business that is not competitive with the Company or any of absenceits subsidiaries, devote provided that such investment will not require any services on the whole part of EXECUTIVE’s timethe Executive which would unreasonably interfere with his obligations hereunder; (iii) purchase securities that are listed on a national securities exchange of any entity that is competitive with the Company or any of its subsidiaries, attention, skill, and ability during usual business hours provided that the Executive may not beneficially own five percent (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder5%) to the faithful and diligent performance or more of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept class of such office or position with any Affiliate securities; (iv) serve as the Board may reasonably require, including, but not limited to, service as an officer or a director of WORLDSPACE up to three publicly traded entities that are not competitive with the Company or any Affiliate. The details of its subsidiaries; and (v) participate in any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement other activity approved in the event concerns with respect such an assignment raised advance in writing by EXECUITVE have not been resolved to the mutual satisfaction Board. For purposes of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manualthis Section 3, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer business or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member of the board of directors of a corporation or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere entity is “competitive with the performance Company or any of EXECUTIVE’s duties hereunderits subsidiaries” if such business or entity consists of or includes any type or line of business engaged in retail real estate and such business is conducted, and/or on in whole or in part, within a prospective basis, as one-hundred (100) mile radius of the Effective Date, have been reviewed and approved by the Company’s General Counselprincipal executive headquarters. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-Chief Operating Officer (a) The Company and Executive hereby agree that, subject to the provisions of WORLDSPACEthis Agreement, EXECUTIVE the Company shall have employ Executive, and Executive shall serve the duties and responsibilities Company as may an executive for the Term of this Agreement. The specific executive position(s) in which Executive will serve will be designated from time to time reasonably be assigned to or vested in EXECUTIVE by the Board consistent Board, with his position. (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time and exclusive. During the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunderinitial position(s) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of set forth in this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVEAgreement. (b) During The Executive will obtain advance written approval from the term Board of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer Directors’ or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member Chairman of the board Board before (i) signing any real estate purchase or lease; signing any employment agreements or hiring any employee with a annual salary in excess of directors of a corporation $60,000; (ii) approving any capital expenditure exceeding $10,000; or trade association, so long as such activities (individually or collectivelyiii) do not conflict or materially interfere with committing the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as of the Effective Date, have been reviewed and approved by the Company’s General CounselCompany to any liability for more than one year. (c) The reporting relationships In the event that Executive is assigned to a position involving different responsibilities and initial duties of EXECUTIVE are outlined office than those he is currently exercising or is provided with a different title than that stipulated in Attachment A.this Agreement, then such changed position and title shall at a minimum be equivalent to Executive’s then current position and title including but not limited to his reporting relationship within the Company. (d) During the Term hereof, Executive shall devote the majority of his business time, attention, skill and efforts to the faithful performance of the business of the Company to the fullest extent necessary to properly discharge his duties and responsibilities hereunder, whether such business is operated directly by the Company or through one or more of its Affiliates. Executive’s position and duties with Affiliates, if any, shall be as identified from time to time by the Board of Directors of such Affiliate(s) and agreed by Executive, provided that Executive’s principal duties; whether with the Company or any Affiliates, shall be as set forth in Section 3. Further, with the approval of the Board, Executive may serve, or continue to serve, on the boards of directors of, and hold any other offices or positions in, companies or charitable, political or civic organizations, which, in the Board’s judgment, will not present any material conflict of interest with the Company or its Affiliates, and will not unfavorably affect the performance of Executive’s duties pursuant to this Agreement.

Duties. As Co-The duties of Executive shall be those which are usually and customarily associated with the position of a Chief Operating Executive Officer of WORLDSPACEa comparably sized company and the Executive will be expected to live within a 50-▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, EXECUTIVE shall ▇▇▇▇▇▇▇▇ ▇nd work in the Employer’s Lincoln, Nebraska office. Executive will have the duties duties, responsibilities and authorities as detailed in Exhibit A attached hereto and incorporated herein, as well as such other reasonably related duties, responsibilities and authorities as may from time be specified by MHI’s Board of Directors (the “Board”). Executive shall report directly to time reasonably be assigned to or vested in EXECUTIVE by the Board consistent with his position. (a) EXECUTIVE’s employment with WORLDSPACE for the performance of her duties. Executive shall be full-time and exclusive. During the term devote substantially all of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s her working time, attention, skill, skill and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) reasonable best efforts to the faithful and diligent performance of EXECUTIVE’s her duties hereunderhereunder in a manner that will faithfully and diligently further the business and interests of MHI. EXECUTIVE acknowledges and agrees that EXECUTIVE may be requiredDuring the Employment Term, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service Executive shall refrain from acting as an officer employee, employer, consultant, agent, principal, partner, stockholder, officer, director, or director of WORLDSPACE in any other individual or representative capacity own, operate, control, assist, or participate in any Affiliate. The details of business that is in competition in any such office or position (including any applicable insurance coverageway with the Employer; provided, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of that this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it prohibition shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve preclude Executive from: (i) serving as a member of the board Board of directors Directors of one additional for-profit company, if and only if the company is not engaged in the Business, does not constitute a corporation conflict of interest and does not create an appearance of impropriety; (ii) engaging in charitable, civic or trade associationother volunteer activities, so long as or (iii) owning stock of any company whose shares are listed for trading over any public or over-the-counter exchange if, and only if, (a) Executive does not own more than five percent (5%) of such activities shares of any such company, and (individually or collectivelyb) do Executive does not conflict or materially interfere with the performance of EXECUTIVE’s duties hereundercontrol such company, and/or on a prospective basis, as of the Effective Date, have been reviewed and approved by the Company’s General Counsel. (c) The reporting relationships such ownership does not constitute a conflict of interest, create an appearance of impropriety or otherwise violate any provision of applicable law. Executive acknowledges and initial duties agrees that Executive’s employment relationship is solely with Employer, that Employer retains all rights and authority to control Executive’s activities in carrying out the terms of EXECUTIVE are outlined in Attachment A.this Agreement, and that the subsidiaries of MHI and its affiliates shall not be considered a joint employer of Executive for any purposes under this Agreement or under any federal, state or local laws.

Duties. As Co(1) The Executive acknowledges that, as a senior officer of the Company, the Executive will owe a fiduciary duty to the Company. (2) The Executive will also: (a) devote full-Chief Operating Officer time effort and attention to the business and affairs of WORLDSPACEthe Company; (b) perform the Services in a competent and efficient manner and in a manner consistent with the Executive’s fiduciary obligations to the Company as an executive officer thereof and in compliance with all reasonable Company policies of which the Executive is made aware, EXECUTIVE shall have the duties and responsibilities as may will carry out all lawful instructions and directions from time to time reasonably be assigned given to or vested the Executive in EXECUTIVE relation to the performance of the Services; (c) use all commercially reasonable efforts to promote the interests and goodwill of the Company; (d) comply with all Company policies and codes of business ethics, as adopted by the Board from time to time, including the Company’s confidentiality and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies; (e) in the event of a Going Public Transaction, act as the Chief Financial Officer or an equivalent officer of Pubco, as requested by the Board; and (f) not undertake any other business or occupation or become a director or officer, employee or agent of any other company, firm, society or person without prior written approval of the Board of Directors, which such approval shall not be unreasonably withheld, and with the exception of the current advisor, director, and officer roles as described in Schedule “B” (3) The Executive warrants that the Executive shall perform the Services and conduct his other activities in a manner which is lawful and reputable and which is designed to bring good repute to the Company, the Company’s business interests and the Executive. In particular, and in this regard, the Executive specifically agrees to provide the Services in a sound and professional manner consistent with his position. (a) EXECUTIVE’s employment performance quality standards of the industry and otherwise in accordance with WORLDSPACE shall be full-time and exclusive. During the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement Agreement. In the event that the Board of Directors has a reasonable concern that the Services as performed by the Executive are being conducted in a way contrary to law or are reasonably likely to bring disrepute to the business interests or to the Company’s or the Executive’s reputation, the Company may require that the Executive make such alterations in the event concerns with respect such an assignment raised Executive’s activities, as the Board of Directors may reasonably require in writing by EXECUITVE have not been resolved its sole and absolute discretion to the mutual satisfaction of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided extent necessary to EXECUTIVEaddress such reasonable concerns. (b4) During The Executive will not knowingly breach, and will take all reasonable steps to inform himself about compliance with, all Canadian and foreign laws, whether federal, provincial or state, applicable to the term Executive’s respective duties and obligations hereunder. In particular, the Executive acknowledges the application of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve securities laws and his status as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve “insider” as a member of the board of directors of a corporation or trade association, so long as defined by such activities (individually or collectively) do not conflict or materially interfere laws in connection with the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as of the Effective Date, have been reviewed and approved by trading in the Company’s General Counselstock and dealing with its confidential information. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-Chief Operating Officer of WORLDSPACEDuring the Employment Period, EXECUTIVE Executive shall have the duties and responsibilities as may from time to time reasonably be assigned to or vested in EXECUTIVE by the Board consistent with his position. (a) EXECUTIVE’s employment with WORLDSPACE shall be serve on a full-time basis and exclusive. During the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliatesin a capacity and in a manner consistent with Executive’s position as Chief Executive Officer of the Company and Chief Executive Officer of Univision Communications, Inc. (“UVN”) and to accept such office or position with any Affiliate other wholly owned subsidiaries of the Company as the Board Executive may reasonably require, including, but not limited to, service as an officer or director determine in consultation with the Board of WORLDSPACE or any AffiliateDirectors of UVN. The details Executive shall also be a member of any such office or position the Board of Directors of the Company (including any applicable insurance coverage, compensation (if anythe “Board”) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member of the board of directors of UVN and such other subsidiaries of the Company as reasonably requested by the Board. Executive shall have the duties and authorities commensurate with his positions as the Chief Executive Officer of the Company and UVN, and such other duties, consistent with his position, as may reasonably be assigned to him from time to time by the Board, and shall not be assigned any duties that are not consistent with his positions as Chief Executive Officer and a corporation member of the board of directors of the Company, UVN or trade associationother subsidiary of the Company. If one of the Company or its affiliates (not including any of the Sponsors or other portfolio companies owned by any Sponsor) becomes a public company, Executive shall be the Chief Executive Officer and a member of the board of directors of such public company. Executive will report solely and directly to (a) the Board and any committee thereof and (b) to ▇▇▇▇ ▇▇▇▇▇ personally as a member of the Board (and not, for the avoidance of doubt, through Saban Capital or any employee or director thereof other than ▇▇▇▇ ▇▇▇▇▇). In the event of any conflict in directions provided by the Board or ▇▇▇▇ ▇▇▇▇▇, the directions of the Board shall be controlling. ▇▇▇▇ ▇▇▇▇▇ is not entitled to have direct authority as to any employees (other than Executive) and thus any requests made directly to such employees are subject to Executive’s authority to manage the day-to-day activities of his direct reports and other employees. Executive shall devote his entire business time, attention and good faith efforts (excepting vacation time, holidays, sick days and periods of disability) in his employment and service with the Company and its affiliates; provided, however, that this Section 2 shall not be interpreted as prohibiting Executive from managing his personal affairs or engaging in charitable or civic activities, or, with the written consent of the Board, serving as a director of or providing services to another business or enterprise (whether engaged in for profit or not; provided, however, with respect to for profit businesses, the Executive shall be limited to serving as a director or managing a passive investment), so long as such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVEExecutive’s duties and responsibilities hereunder, and/or . Executive may continue to serve on a prospective basis, as the Board of Directors of the Effective Date, have been reviewed and approved by organizations listed on the Company’s General CounselSchedule of Boards consistent with his level of activities to date with respect to such organization. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-Chief Operating Officer of WORLDSPACEIn such capacity, EXECUTIVE shall have the Executive agrees to perform such duties and responsibilities exercise such powers commensurate with his office as may from time to time be reasonably be assigned to requested of him by the Board of Directors of the Corporation (the "Board") or vested in EXECUTIVE him by the Board consistent with his position. (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time bylaws of the Corporation, subject to the control and exclusivedirection of the Board. During the term Term, the Executive shall: (1) devote substantially all of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s his business time, attentionattention and abilities to the businesses of the Corporation (including its subsidiaries or affiliates, skillwhen so required), and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for in any Affiliates, and to accept such office or position with any Affiliate case as much thereof as the Board may reasonably requiredeem to be necessary for such businesses; (2) faithfully serve the Corporation and use his best efforts to promote and develop the interests of the Corporation; and (3) not acquire, includingdirectly or indirectly, but not limited toany interest in any firm, service as an officer partnership, association or director corporation, the business operations of WORLDSPACE which in any manner, directly or indirectly, compete with the trade or businesses of the Corporation or any Affiliate. The details of any its subsidiaries or affiliates, provided that the Executive may beneficially own, directly or indirectly, or exercise control or direction over, the voting securities of a publicly traded company, on the condition that the percentage of such office securities owned, controlled or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have directed by the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have Executive shall not been resolved to the mutual satisfaction exceed 5% of the partiesvoting securities of the publicly traded company." 3. EXECUTIVE shall comply in all material respects with all applicable policies Paragraph 2(c)(1) of WORLDSPACE and/or its Affiliates the Employment Agreement is hereby amended to read as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVE.follows: (b1) During the term Executive's resignation from the office of employment, it shall not be a violation President and Chief Executive Officer of this the Corporation without the Corporation's prior consent;" 4. Paragraph 2(e)(1) of the Employment Agreement for EXECUTIVE is hereby amended to serve read as an officer follows: (1) except where such failure or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve change is specifically approved by the Executive (whether as a member of the board Board or individually), failure to elect or reelect or to appoint or reappoint the Executive to the office of directors President and Chief Executive Officer of a corporation the Corporation, or trade associationany other material change by the Corporation of the Executive's functions, so long as such activities (individually duties or collectively) do not conflict responsibilities which would cause the ranking or materially interfere level, dignity, responsibility, importance or scope of the Executive's position with the performance Corporation to become of EXECUTIVE’s duties hereunderless dignity, and/or on a prospective basisresponsibility, importance or scope from the position and attributes thereof described in Paragraph 1 above; provided, however, that the Executive must first (i) provide the Board with written notice specifying the particular failure of the Corporation under this Paragraph 2(e)(1), and (ii) allow the Board 60 days from receipt of notice to cure such failure;" 5. Effective as of January 1, 1997, Paragraph 3(b) of the Effective Date, have been reviewed and approved by the Company’s General Counsel. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.Employment Agreement is hereby amended to read as follows:

Duties. As Co-During the Employment Period, Employee agrees to serve exclusively as the Chief Operating Executive Officer of WORLDSPACEClinical Studies, EXECUTIVE Ltd., a wholly-owned subsidiary of the Company ("Clinical Studies"). Employee shall have exercise such powers and comply with and perform such directions and duties in relation to the duties business and responsibilities affairs of the Company as are customarily and ordinarily exercised and performed by the Chief Executive Officer of similar entities and as may from time to time reasonably be assigned to or vested in EXECUTIVE or requested by the Board consistent of Directors of the Company, and shall use his best efforts to improve and expand the business of the Company and its Affiliates. Notwithstanding any other term or provision to the contrary contained herein, in no event shall Employee be obligated to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Employee shall at all times report to, and his activities shall at all times be subject to the direction and control of, the Board of Directors of the Company as well as the Chief Executive Officer of the Company which officer shall act as the immediate supervisor of Employee. Employee shall have general supervisory control over and responsibility for the general management of the Company's wholly-owned subsidiary Clinical Studies, Ltd. ("CSL") subject in all instances to the written policy guidelines concerning operations and capital expenditures promulgated and/or approved from time to time by the Board of Directors of the Company or its Executive Committee. Employee agrees to devote his entire business time, energy and skill to the service of the Company and its Affiliates and shall perform his duties in a good faith, trustworthy and businesslike manner, in compliance with his position. (a) EXECUTIVE’s employment with WORLDSPACE the laws of the United States of America and all other political subdivisions, all for the purpose of advancing the interests of the Company and its Affiliates. Employee shall be full-at no time and exclusive. During the term of employmentengage in any other business activity whether or not such activity is pursued for gain, EXECUTIVE shall, except during periods of vacation, sick leave, profit or other duly authorized leave pecuniary advantage. Notwithstanding the foregoing, provided the same shall not interfere with the performance by Employee of absence, devote his duties under this Agreement and shall not violate the whole terms and provisions of EXECUTIVE’s time, attention, skill, and ability during usual business hours any other provision of this Agreement (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service Section 15 of this Agreement), Employee may invest his personal assets in businesses where the form or manner of such investment will not require services on the part of Employee and in which his participation is solely that of a passive investor and/or serve on the board of directors or as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housingof, or as a volunteer for, charitable, civic or charitable organization or committee, or to manage personal investments, or to community organizations; provided that Employee may serve as a member of the board of directors of a corporation or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere with for profit organization upon the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as consent of the Effective Date, have been reviewed and approved by the Company’s General Counsel's Board of Directors which consent will not be unreasonably withheld. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-During the term of this Agreement, Erdos shall serve as the President, Chief Operating Officer and acti▇▇ ▇▇ief Financial Officer of WORLDSPACEthe Company reporting directly to the Chief Executive Officer of the Company, EXECUTIVE and he shall perform such duties, and have such powers, authority, functions, duties and responsibilities for the Company as are reasonably assigned to him by the Chief Executive Officer and the Board of Directors of the Company (the "Board") and as are consistent with the duties, responsibilities, and activities of a senior executive officer of the Company. Notwithstanding the foregoing, the parties agree that Erdos' title as acting Chief Financial Officer of the Company and th▇ ▇▇▇ies, powers, authority, functions and responsibilities associated with the title of acting Chief Financial Officer of the Company may be terminated by the Company at any time at the discretion of the Board. To the extent that the Company becomes a division or subsidiary of another entity, Erdos shall report directly to, and have such powers, authority, fun▇▇▇▇▇s, duties and responsibilities as may from time to time are reasonably be assigned to him by, the Chief Executive Officer of the division or vested in EXECUTIVE by subsidiary that currently comprises the Board Company or to a senior executive officer of such other entity. It is understood that the duties of Erdos, should the Company become a division or subsidiary of another ▇▇▇▇ty, shall be generally consistent with his position. (a) EXECUTIVE’s employment duties prior to such event, but shall take into account the changes associated with WORLDSPACE shall be full-time running a division or subsidiary, rather than an entire entity. The Company will use best efforts, subject to the approval of the Board and exclusive. During the Nominating and Corporate Governance Committee of the Board, to nominate Erdos to the Board and recommend that the Company's stockholders vot▇ ▇▇ favor of the election of Erdos to the Board at the next meeting of stockholders and every ann▇▇▇ ▇eeting thereafter during the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunderthis Agreement. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to Erdos will accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) nomination and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or continue to serve as a member mem▇▇▇ ▇f the Board if and when elected. The principal location of Erdos's employment shall be at the Company's principal office which ▇▇▇▇▇ ▇e located in the New York City vicinity (i.e. within a twenty (20) mile radius of Manhattan), although Erdos understands and agrees that he will be required to travel from ▇▇▇▇ to time for business reasons. Erdos shall devote substantially all of his business time to the per▇▇▇▇▇nce of his duties as the President, Chief Operating Officer and, for as long as he retains such title, acting Chief Financial Officer of the board Company during the term of directors this Agreement. Erdos shall not, directly or indirectly, render professional service▇ ▇▇ any other person or entity, without the consent of a corporation the Company's Board; provided, however, that nothing contained herein shall prevent Erdos from rendering any service to any charitable organization or trade association, f▇▇▇▇▇ business so long as such activities (individually or collectively) do it does not conflict or materially interfere unreasonably with the performance of EXECUTIVE’s his duties and obligations hereunder, and/or on a prospective basis, as of the Effective Date, have been reviewed and approved by the Company’s General Counsel. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-Chief Operating Officer of WORLDSPACEEmployee shall be employed by the Company as the President and CEO. In addition, EXECUTIVE Employee shall have such other authorities, responsibilities and duties of an executive, managerial or administrative nature as determined by the board of directors (the “Board”) of the Company from time to time. In this role, Employee shall report to the Board. Employee shall at all times comply with the reasonable policies and procedures of the Company and its respective subsidiaries and affiliates (individually, a “Company Group Member,” and collectively, the “Company Group”) as in effect from time to time. While employed hereunder, Employee shall devote his full time and attention during normal business hours to the business affairs of the Company or any Company Group Member and use Employee’s best efforts to perform faithfully and effectively Employee’s duties and responsibilities as may from time and Employee shall not engage, directly or indirectly, in any other business or businesses, whether or not similar to time reasonably be assigned to or vested in EXECUTIVE by the Board consistent with his position. (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time and exclusive. During the term that of employment, EXECUTIVE shallany Company Group Member, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote with the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction prior consent of the partiesBoard. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it It shall not be a violation of this Agreement the immediately preceding sentence for EXECUTIVE Employee to (i) serve as an officer or director of a cooperative housing, or on civic or charitable organization boards or committee, committees or to (ii) manage personal investments, or to serve as a member of the board of directors of a corporation or trade association, in each case so long as such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVEEmployee’s duties hereunder, and/or on a prospective basis, and responsibilities as an employee of the Effective DateCompany under this Agreement, have been reviewed are not competitive with the business of any Company Group Member, do not create a potential business or fiduciary conflict of interest, or, in the case of (ii) above, do not or would not result in any violation of the Company Group’s investment-related policies, practices or restrictions applicable to similarly situated executive-level employees of the Company or applicable federal, state or local law, rules or regulations promulgated thereunder. Employee acknowledges and approved by agrees that Employee owes a fiduciary duty of loyalty to act at all times in the Companybest interests of the Company Group. In keeping with such duty, Employee shall make full disclosure to the Company of all business opportunities pertaining to the business of any Company Group Member and shall not appropriate for Employee’s General Counselown benefit business opportunities concerning the business of any Company Group Member. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-Chief Operating Officer (1) The Executive shall use his best endeavours to promote and protect the interests of WORLDSPACE, EXECUTIVE the Group and shall have the not do anything which is harmful to those interests. (2) The Executive shall diligently and faithfully perform such duties and responsibilities exercise such powers as may from time to time reasonably be assigned to or vested in EXECUTIVE him in relation to the conduct and management of the affairs of the Group by the Board consistent CEO. The CEO may also suspend all or any of the Executive's duties and powers for such periods and on such terms as he considers expedient (including a term that the Executive shall not attend at the Company's premises). (3) The Executive shall give to the CEO such information regarding the affairs of the Group as he shall require and shall comply with all proper instructions of the CEO. (4) The Executive shall have the power and the authority to act in accordance with the instructions of and within the limits prescribed by the CEO. (5) The Executive shall comply with all codes of conduct from time to time adopted by the Company and with all applicable rules and regulations of the London Stock Exchange including (without limitation) the model code on directors' dealings in securities. (6) The Executive shall (unless prevented by ill-health or accident or otherwise directed by the CEO) devote the whole of his positiontime 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 to any other business except: (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time and exclusive. During the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, as holder or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours beneficial owner (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunderfor investment purposes only) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office class of securities in a company if those securities are listed or position dealt in on a Recognized Investment Exchange and if the Executive (including any applicable insurance coveragetogether with his spouse, compensation (if anychildren, parents and parents' issue) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement neither holds nor is beneficially interested in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction more than five per cent of the parties. EXECUTIVE shall comply in all material respects with all applicable policies securities of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVE.that class; or (b) During with the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member consent in writing of the board of directors of a corporation Company which may be given subject to any terms or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere with conditions which the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as of the Effective Date, have been reviewed and approved by the Company’s General CounselCompany requires. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-President of the Employer, the Employee shall: (a) have such management, supervisory and operational functions as are customary to such position, and such other powers, functions and duties may be assigned to the Employee by the Board of Directors of the Employer or the Chief Executive Officer or Chief Operating Officer of WORLDSPACEthe Employer; and (b) diligently, EXECUTIVE shall have competently, and faithfully perform all of the duties and responsibilities as may from time to time reasonably be assigned to or vested in EXECUTIVE by the Board consistent with his position.functions hereunder; and (ac) EXECUTIVEnot create a situation that results in termination for Cause (as that term is defined in Section 8 hereof); and Outback Steakhouse International, Inc. (d) devote one hundred percent (100%) of the Employee’s employment with WORLDSPACE shall be full-time and exclusive. During the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s full business time, attention, skill, energies and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) effort to the faithful business affairs of the Employer; and (e) conduct all of his activities in a manner so as to maintain and diligent performance promote the business and reputation of EXECUTIVEthe Employer. The Employee shall not, during the term of this Agreement, engage in any other business activity; provided, however, that the Employee shall be permitted to invest the Employee’s duties hereunder. EXECUTIVE acknowledges personal assets and agrees that EXECUTIVE may be requiredmanage the Employee’s personal investment portfolio in such a form and manner as will not require any business services on Employee’s part to any third party or conflict with the provisions of Section 9, without additional compensationSection 10 or Section 14 hereof, to perform services for any Affiliates, and to accept such office or position conflict with any Affiliate as published policy of the Board may reasonably requireEmployer or its affiliates, including, including but not limited to, service as an officer to the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy of the Employer or director of WORLDSPACE or any Affiliateits affiliates. The details Employee shall be responsible for directly reporting to the Chief Executive Officer or Chief Operating Officer of any such office or position (including any applicable insurance coveragethe Employer on all matters for which the Employee is responsible. Notwithstanding anything to the contrary herein, compensation (if any) the parties acknowledge and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have agree that the right to decline any office or position with an Affiliate without breaching Employee shall, during the terms term of this Agreement in and at the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction request of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy ManualEmployer, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to also serve as an officer of any subsidiary or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member affiliate of the board of directors of a corporation Employer or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basisOSI, as the Employer shall request. In such capacity, Employee shall be responsible generally for all aspects of such office. All terms, conditions, rights and obligations of this Agreement shall be applicable to Employee while serving in such office as though Employee and such subsidiary or affiliate of the Effective DateEmployer or OSI had separately entered into this Agreement, have been reviewed and approved by except that the Company’s General CounselEmployee shall not be entitled to any compensation, vacation, fringe benefits, automobile allowance or other remuneration of any kind whatsoever from such subsidiary or affiliate of the Employer or OSI. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-Subject to the supervision and control of the Board of Directors of the Company (the “Board”) and the Chief Operating Executive Officer of WORLDSPACEthe Company (the “CEO”), EXECUTIVE Employee shall have do and perform all services and acts necessary or advisable to fulfill the duties and responsibilities of his position including, without limitation, keeping of the books and records of the Company, all accounting, compliance, filings and other activities related to the Company’s status as a publicly-traded company, the management of all day-to-day operations of the Company, and all matters pertaining to the research and development, production, distribution, sale and marketing of the Company’s products and services and the employment of the Company’s employees and shall render such services on the terms set forth herein. In addition, Employee shall have such other executive and managerial powers and duties with respect to the Company and its parent, subsidiaries, affiliates and strategic partners as may from time to time reasonably be assigned to or vested in EXECUTIVE him by the Board consistent with his position. (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time and exclusiveor the CEO. During the term of employment, EXECUTIVE shall, except during periods of vacation, Except for sick leave, paid time off (as provided in Section 4.3 below), and leaves of absence excused by the Board or other duly authorized leave of absencethe CEO, Employee shall, throughout the Term, devote the whole of EXECUTIVE’s all his working time, attention, skill, knowledge and ability during usual business hours (skills faithfully and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance best of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensationhis ability, to perform services for any Affiliates, the duties and to accept such office or responsibilities of his position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction furtherance of the parties. EXECUTIVE shall comply in all material respects business affairs and activities of the Company and its parent, subsidiaries, affiliates and strategic partners; provided, that with all applicable policies the consent of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy ManualBoard, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it consent shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housingunreasonably withheld, or civic or charitable organization or committee, or to manage personal investments, or Executive shall be entitled to serve as a member of the board of directors of a corporation or trade associationother corporations not in competition with the Company (the “Outside Services”), so long as but in any event only to the extent such activities (individually or collectively) do services shall not conflict or materially interfere with the full performance of EXECUTIVE’s his duties hereunderto the Company under this Agreement. The Company acknowledges that Employee currently holds board positions with Synthetica Ltd. and its clients Synthetica Holdings LLC, and/or on a prospective basisThe IDEAS Studio Inc, as and Microwave Photonics, Inc., (the “Synthetica Related Parties”) and Topline Farm, Inc., Topline Farm LLC and Hall Manor, Inc. (Personal Companies). Employee hereby represents and warrants that the Synthetica Related Parties and Personal Companies are not in competition with or related to in any way the business of the Effective DateCompany, have been reviewed and approved by that his Outside Services to the Synthetica Related Parties and Personal Companies shall not interfere with the full performance of his duties to the Company, and based on these representations the Company hereby consents to Employee’s General Counselcontinued Outside Services to the Synthetica Related Parties and Personal Companies. Employee shall at all times be subject to, observe and carry out such rules, regulations, policies, directions, and restrictions as the Board or the CEO may from time to time establish for employees of the Company. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As CoNothing in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between the parties. KBW undertakes to perform such duties and obligations only as expressly set forth in this Agreement. Such duties and obligations of KBW with respect to the Notes shall be determined solely by the express provisions of this Agreement, and KBW shall not be liable except for the performance of such duties and obligations with respect to the Notes as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (a) the sale and purchase of the Notes pursuant to this Agreement, including the determination of the offering price of the Notes and any related discount and commission and fee, is an arm’s-Chief Operating Officer length commercial transaction between the Company, on the one hand, and KBW, on the other hand; (b) the Company is capable of WORLDSPACEevaluating and understanding and understands and accepts the terms, EXECUTIVE shall have risks and conditions of the transactions contemplated by this Agreement; (c) in connection with each transaction contemplated hereby and the process leading to such transaction, KBW is and has been acting solely as a principal, and is not the financial advisor, agent or fiduciary of the Company, any of its affiliates, stockholders, creditors or employees, or any other party; (d) KBW has not assumed and will not assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether KBW has advised or is currently advising the Company on other matters); (e) KBW and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and KBW has no obligation to disclose any of such interests; and (f) KBW disclaims any implied duties (including any fiduciary duty), covenants or obligations arising from its performance of the duties and responsibilities as may from time to time reasonably be assigned to or vested obligations expressly set forth in EXECUTIVE by the Board consistent with his position. (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time this Agreement. The Company hereby waives and exclusive. During the term of employmentreleases, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees fullest extent permitted by Law, any claims that EXECUTIVE the Company may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns against KBW with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction any breach or alleged breach of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVEagency or fiduciary duty. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member of the board of directors of a corporation or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as of the Effective Date, have been reviewed and approved by the Company’s General Counsel. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As CoEmployee shall serve as the President of GP Strategies, reporting directly to the Chief Executive Officer (or any person appointed or designated by the Board of Directors of GP Strategies to serve as GP Strategies’ highest-ranking executive (e.g., the Chief Operating Executive Officer or Chairman of WORLDSPACE, EXECUTIVE the Board) (the “Direct Supervisor”) and shall have perform the duties normally associated with such position and such other responsibilities as consistent with Employee’s ability, qualifications and experience that GP Strategies may designate from time to time reasonably be assigned to or vested in EXECUTIVE by the Board consistent with his position. (a) EXECUTIVEtime. Employee shall devote all of Employee’s employment with WORLDSPACE shall be full-business time and exclusive. During attention to the term performance of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVEEmployee’s duties hereunder) under this Agreement and to the faithful promotion and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction advancement of the partiesbusiness interests of GP Strategies. EXECUTIVE Employee shall comply in all material respects with all applicable laws, rules, regulations, and with the policies and procedures of WORLDSPACE and/or its Affiliates as found GP Strategies. Employee will be located at GP Strategies’ headquarters in the WORLDSPACE Policy ManualColumbia, Maryland area but Employee shall travel as the needs of GP Strategies reasonably require. Notwithstanding anything herein, Employee shall not be precluded from serving on a copy board of which has been provided directors of other corporations or non-profit organizations, with the prior written consent of the CEO or Board of Directors of GP Strategies, or engaging in charitable, educational or community affairs that do not conflict with Employee's obligations under this Agreement. Employee shall promptly apply for and maintain a Department of Defense Top Secret Security Clearance as long as the US Government requires the President of GP Strategies to EXECUTIVE. have such clearance. In the event that Employee's application for Top Secret Security Clearance is denied, or is withdrawn in the future (b) During for reasons that do not implicate or involve any wrongful or inappropriate conduct by Employee), and Employee's employment with GP Strategies is subsequently terminated as a result of not having the term Security Clearance, or this Agreement is subsequently terminated as a result of employmentnot Employee having the Security Clearance, it any such termination shall not be a violation "cause" termination under Section 5.2 of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member of the board of directors of a corporation or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as of the Effective Date, have been reviewed and approved by the Company’s General CounselAgreement. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-(a) Commencing on the Effective Date, the Executive shall serve as the Executive Vice President and Chief Operating Financial Officer of WORLDSPACE, EXECUTIVE the Company. The Executive shall have the duties and responsibilities as may from time customarily exercised by an individual serving in those positions in a corporation of the size and nature of the Company. The Executive shall report to time reasonably be assigned the President and Chief Operating Officer of the Company or to such Company executive of equal or vested in EXECUTIVE by higher seniority. The Executive shall also serve the Board consistent of Directors of the Company (the “Board”) with his position. (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time and exclusive. During respect to various financial aspects of the term of employmentCompany, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVErequest. (b) During the term Employment Term, the Executive shall use his best energies and abilities in the performance of employmenthis duties, it 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 and affiliates and shall not engage in any activity inconsistent with the foregoing, whether or not such activity shall be a violation of this Agreement engaged in for EXECUTIVE pecuniary profit, unless approved by the Board in writing; provided, however, that, to serve as an officer or director of a cooperative housingthe 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 organization or committeeboards and committees of such boards. During the Employment Term, or to manage personal investments, or to serve as a member the Executive’s principal location of the board of directors of a corporation or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as of the Effective Date, have been reviewed and approved by employment shall be at the Company’s General Counselexecutive offices in New York City, New York, except for reasonable and necessary business travel on behalf of the Company and its subsidiaries and affiliates. (c) The reporting relationships Upon any termination of the Executive’s employment with the Company, the Executive shall 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 initial duties the Executive. For purposes of EXECUTIVE are outlined 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 extent required under Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”), the Executive’s “separation from service” as defined in Attachment A.Section 409A and the applicable regulations thereunder.

Duties. As Co-Chief Operating Officer of WORLDSPACEEmployee shall be employed by the Company as the President, EXECUTIVE Directional Tool Rentals Division. In addition, Employee shall have such other authorities, responsibilities and duties of an executive, managerial or administrative nature as determined by the President and CEO and the board of directors (the “Board”) of the Company from time to time. In this role, Employee shall report to the President and CEO of the Company. Employee shall at all times comply with the reasonable policies and procedures of the Company and its respective subsidiaries and affiliates (individually, a “Company Group Member,” and collectively, the “Company Group”) as in effect from time to time. While employed hereunder, Employee shall devote his full time and attention during normal business hours to the business affairs of the Company or any Company Group Member and use Employee’s best efforts to perform faithfully and effectively Employee’s duties and responsibilities as may from time and Employee shall not engage, directly or indirectly, in any other business or businesses, whether or not similar to time reasonably be assigned to or vested in EXECUTIVE by the Board consistent with his position. (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time and exclusive. During the term that of employment, EXECUTIVE shallany Company Group Member, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote with the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction prior consent of the partiesPresident and CEO and/or the Board. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it It shall not be a violation of this Agreement the immediately preceding sentence for EXECUTIVE Employee to (i) serve as an officer or director of a cooperative housing, or on civic or charitable organization boards or committee, committees or to (ii) manage personal investments, or to serve as a member of the board of directors of a corporation or trade association, in each case so long as such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVEEmployee’s duties hereunder, and/or on a prospective basis, and responsibilities as an employee of the Effective DateCompany under this Agreement, have been reviewed are not competitive with the business of any Company Group Member, do not create a potential business or fiduciary conflict of interest, or, in the case of (ii) above, do not or would not result in any violation of the Company Group’s investment-related policies, practices or restrictions applicable to similarly situated executive-level employees of the Company or applicable federal, state or local law, rules or regulations promulgated thereunder. Employee acknowledges and approved by agrees that Employee owes a fiduciary duty of loyalty to act at all times in the Companybest interests of the Company Group. In keeping with such duty, Employee shall make full disclosure to the Company of all business opportunities pertaining to the business of any Company Group Member and shall not appropriate for Employee’s General Counselown benefit business opportunities concerning the business of any Company Group Member. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-The Executive shall be responsible for the supervision, control and conduct of all the business and affairs of the Company and shall have such additional duties and any additional responsibilities as are normally assigned to a President and Chief Operating Officer of WORLDSPACE, EXECUTIVE shall have the duties and responsibilities as which may from time to time be reasonably be assigned to or vested in EXECUTIVE designated by the Board consistent Board, provided that the scope of his duties and the extent of his responsibilities shall not be substantially different from the duties and responsibilities customarily associated with his position. (a) EXECUTIVE’s employment with WORLDSPACE such positions in a publicly-held corporation of similar size and business. At all times, the Executive shall be full-time and exclusivesubject to the direction of the Board. During the term Employment Period, the Executive shall devote his full business time and best efforts to the business and affairs of employmentthe Company and its subsidiaries. Notwithstanding the foregoing, EXECUTIVE shall, except during periods of vacation, sick leave, the Executive may: (i) engage in any civic or charitable activity for which the Executive receives de minimis compensation or other duly authorized leave pecuniary advantage; (ii) invest his personal assets in any business that is not competitive with the Company or any of absenceits subsidiaries, devote provided that such investment will not require any services on the whole part of EXECUTIVE’s timethe Executive which would unreasonably interfere with his obligations hereunder; (iii) purchase securities that are listed on a national securities exchange of any entity that is competitive with the Company or any of its subsidiaries, attention, skill, and ability during usual business hours provided that the Executive may not beneficially own five percent (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder5%) to the faithful and diligent performance or more of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept class of such office or position with any Affiliate securities; (iv) serve as the Board may reasonably require, including, but not limited to, service as an officer or a director of WORLDSPACE up to three publicly traded entities that are not competitive with the Company or any Affiliate. The details of its subsidiaries; and (v) participate in any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement other activity approved in the event concerns with respect such an assignment raised advance in writing by EXECUITVE have not been resolved to the mutual satisfaction Board. For purposes of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manualthis Section 3, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer business or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member of the board of directors of a corporation or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere entity is “competitive in retail real estate” with the performance Company or any of EXECUTIVE’s duties hereunderits subsidiaries if such business or entity consists of or includes any type or line of business engaged in by the Company or any of its subsidiaries and such business is conducted, and/or on in whole or in part, within a prospective basis, as one-hundred (100) mile radius of the Effective Date, have been reviewed and approved by the Company’s General Counselprincipal executive headquarters. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co4.1 The Employee shall serve the Company as Chief Executive Officer and Chief Financial Officer from the date on which the now current Chief Executive and Chief Financial Officer ceases to serve the Company in such capacity. Until such time and in addition, the Employee shall serve Company in such other role as the Board considers appropriate. 4.2 The Company agrees that, from the Commencement Date and throughout the term of this agreement, it will ensure that suitable Directors’ and Officers’ insurance cover is in place for the benefit of the Employee and covering all of his duties wheresoever conducted and the Company shall supply evidence of such insurance to the Employee if so requested. 4.3 During the Appointment the Employee shall: ​ ​ (a) act as a director of the Company and carry out duties on behalf of any other Group Undertaking including, if so required by the Board, acting as an officer or consultant of any such Group Undertaking; (b) comply with the articles of association (as amended from time to time) of any Group Undertaking of which he is a director; (c) abide by any statutory, fiduciary or common-Chief Operating Officer law duties of WORLDSPACEany Group Undertaking of which he is a director; (d) not do anything that would cause him to be disqualified from acting as a director; (e) comply with the Company's and any Parent Undertaking’s anti-corruption and bribery policy and related procedures; (f) unless prevented by Incapacity or except to the extent permitted by the Board in writing from time to time, EXECUTIVE shall have devote the whole of his time, attention and abilities to the business of the Company and any Group Undertaking of which he is an officer or consultant; (g) faithfully and diligently exercise such powers and perform such duties and responsibilities as may from time to time reasonably be assigned to or vested in EXECUTIVE him by the Board consistent together with his position. (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time and exclusive. During the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, such person or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate persons as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details appoint to act jointly with him; (h) comply with all reasonable and lawful directions given to him by the Board; (i) promptly make such reports to the Board in connection with the affairs of any Group Undertaking on such office or position matters and at such times as are reasonably required; (including j) use his best endeavours to promote, protect, develop and extend the business of the Group; and (k) comply with any applicable insurance coverageelectronic communication systems policy that the Company may issue from time to time. 4.4 The Employee shall comply with any rules, compensation (if any) policies and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such roleprocedures relating to the Company’s employees in effect from time to time. EXECUTIVE will have Such rules, policies and procedures do not form part of this agreement and the right to decline Company may amend them at any office or position with an Affiliate without breaching time. To the extent that there is any conflict between the terms of this Agreement in the event concerns with respect agreement and such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the parties. EXECUTIVE rules, policies and procedures, this agreement shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVEprevail. (b) During 4.5 All documents, manuals, hardware and software provided for the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member of the board of directors of a corporation or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as of the Effective Date, have been reviewed and approved Employee's use by the Company’s General Counsel. , and any data or documents (cincluding copies) The reporting relationships and initial duties produced, maintained or stored on the Company's computer systems or other electronic equipment (including mobile phones), remain the property of EXECUTIVE are outlined in Attachment A.the Company. ​

Duties. As Co-The Executive shall serve as the Company’s President and Chief Operating Executive Officer of WORLDSPACEand, EXECUTIVE shall have consistent with the Company’s bylaws and the duties and responsibilities as customarily associated with such positions in a public corporation of similar size and business and subject to the direction of the Board and the Executive Chairman, shall have general responsibility and ultimate authority for implementation of the policies of the Company and for the management of the business and affairs of the Company. The Executive also shall have any additional duties and any additional responsibilities which may from time to time be reasonably be assigned to or vested in EXECUTIVE designated by the Board consistent or the Executive Chairman; provided that the scope of his duties and the extent of his responsibilities shall not be substantially different from the duties and responsibilities customarily associated with his position. (a) EXECUTIVE’s employment with WORLDSPACE the position of President and Chief Executive Officer in a public corporation of a similar size and business. At all times, the Executive shall be full-time and exclusivesubject to the direction of the Board. During the term Employment Period, the Executive shall devote his full business time and best efforts to the business and affairs of employmentthe Company and its subsidiaries. Notwithstanding the foregoing, EXECUTIVE shall, except during periods of vacation, sick leave, the Executive may: (i) engage in any civic or charitable activities for which the Executive receives de minimis compensation or other duly authorized leave pecuniary advantage; (ii) invest his personal assets in any business that is not competitive with the Company or any of absenceits subsidiaries, devote provided that such investment will not require any services on the whole part of EXECUTIVE’s timethe Executive which would unreasonably interfere with his obligations hereunder; (iii) purchase securities that are listed on a national securities exchange of any entity that is competitive with the Company or any of its subsidiaries, attention, skill, and ability during usual business hours provided that the Executive may not beneficially own five percent (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder5%) to the faithful and diligent performance or more of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept class of such office or position with any Affiliate securities; (iv) serve as the Board may reasonably require, including, but not limited to, service as an officer or a director of WORLDSPACE up to three publicly traded entities that are not competitive with the Company or any Affiliate. The details of its subsidiaries; and (v) participate in any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement other activity approved in the event concerns with respect such an assignment raised advance in writing by EXECUITVE have not been resolved to the mutual satisfaction Board. For purposes of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manualthis Section 3, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer business or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member of the board of directors of a corporation or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere entity is “competitive with the performance Company or any of EXECUTIVE’s duties hereunderits subsidiaries” if such business or entity consists of or includes any type or line of business engaged in retail real estate and such business is conducted, and/or on in whole or in part, within a prospective basis, as one-hundred (100) mile radius of the Effective Date, have been reviewed and approved by the Company’s General Counselprincipal executive headquarters. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-Chief Operating Strategy and Market Intelligence Officer of WORLDSPACEthe Company, EXECUTIVE shall have the duties and responsibilities as may from time to time reasonably be assigned to or vested in EXECUTIVE by the Board consistent with his position.Employee shall: (a) EXECUTIVEhave such management, supervisory and operational functions as are customary to such position, and such other powers, functions and duties as may be assigned to the Employee by the Board of Directors or Chief Executive Officer of the Company; and (b) diligently, competently, and faithfully perform all of the duties and functions as may be assigned to the Employee hereunder; (c) not create a situation that results in termination for Cause (as that term is defined in Section 8 hereof); (d) devote one hundred percent (100%) of the Employee’s employment with WORLDSPACE shall be full-time and exclusive. During the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s full business time, attention, skillenergies, and ability effort to the business affairs of the Company; (e) achieve the results and other goals required by the Company; and (f) Conduct all of his activities in a manner so as to maintain and promote the business and reputation of the Company. The Employee shall not, during usual the term of this Agreement, engage in any other business hours (activity; provided, however, that the Employee shall be permitted to invest the Employee’s personal assets and outside those hours when reasonably necessary manage the Employee’s personal investment portfolio in such a form and manner as will not require any business services on Employee’s part to EXECUTIVEany third party or conflict with the provisions of Section 9, Section 10 or Section 12 hereof, conflict with the Employee’s duties hereunder) or responsibilities to the faithful and diligent performance of EXECUTIVE’s duties Company hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position conflict with any Affiliate as published policy of the Board may reasonably requireCompany or its affiliates, including, including but not limited toto the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy of the Company or its affiliates. Notwithstanding anything to the contrary herein, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coveragethe parties acknowledge and agree that the Employee shall, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have during the right to decline any office or position with an Affiliate without breaching the terms term of this Agreement in and at the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction request of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy ManualCompany, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to also serve as an officer of any subsidiary or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member affiliate of the board Company as the Company shall request. In such capacity, Employee shall be responsible generally for all aspects of directors such office. All terms, conditions, rights and obligations of a corporation this Agreement shall be applicable to Employee while serving in such office as though Employee and such subsidiary or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as affiliate of the Effective DateCompany had separately entered into this Agreement, have been reviewed and approved by except that the Employee shall not be entitled to any compensation, vacation, fringe benefits, automobile allowance or other remuneration of any kind whatsoever from such subsidiary or affiliate of the Company’s General Counsel. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-Chief Operating Officer Except as otherwise set forth in this Section 3(a), Executive (i) shall devote substantially all of WORLDSPACEExecutive’s business time, EXECUTIVE attention and energies to the business and affairs of the Company, shall have use Executive’s best efforts to advance the interests of the Company, and shall perform Executive’s duties diligently and to the best of Executive’s ability, in compliance with the Company’s policies and procedures and the laws and regulations that apply to the Company’s business; and (ii) shall not be engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage, that interferes with the performance by Executive of Executive’s duties hereunder or Executive’s availability to perform such duties or that Executive knows, or should reasonably know, will adversely affect, or negatively reflect upon, the Company. With the advance written consent of the Company’s Board of Directors (the “Board”), Executive may serve as a director of, or on the advisory committee of, other pharmaceutical, life science or other companies or organizations; provided, that Executive promptly resigns from any such position to the extent Executive or the Board reasonably determines that any products being actively developed, marketed or produced by such company or organization (or any of their respective affiliates) competes with any product being actively developed, marketed or produced by the Company or any of its affiliates or otherwise creates a conflict of interest for Executive. Approval for any such business activity shall not be unreasonably withheld by the Board, so long as the activity is not competitive with the Business of the Company (as defined below) and does not interfere with the performance of Executive’s duties hereunder. Provided that the following activities do not interfere with Executive’s duties and responsibilities as may from time Executive Vice President and Chief Operating Officer or Executive’s availability to time reasonably be assigned to or vested in EXECUTIVE by the Board consistent with his position. (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time perform such duties, and exclusive. During the term of employment, EXECUTIVE shall, except during periods of vacation, sick leavewill not adversely affect, or other duly authorized leave of absencenegatively reflect upon, devote the whole of EXECUTIVE’s timeCompany, attentionExecutive may engage in charitable and community affairs, skilltrade activities and trade organizations, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE teach and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member of the board of directors of a corporation or trade associationlecture, so long as such activities (individually or collectively) do not conflict or materially interfere are consistent with the performance of EXECUTIVEExecutive’s duties hereunderand responsibilities under this Agreement, and/or on a prospective basis, as of the Effective Date, have been reviewed and approved by the Companymay manage Executive’s General Counselpersonal investments. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-2.1 Without prejudice to the duties imposed by law, the Executive shall, to the best of his/her ability, promote, develop and further the interests of the Company, comply with all applicable legal requirements and the Company’s applicable policies and procedures that have been furnished to him/her, and, subject to the terms of this Agreement, shall devote his/her full working time to the business and the affairs of the Company. This Agreement shall not be construed as preventing the Executive from engaging in charitable and community affairs, participating in industry trade association activities, or giving attention to his/her or his/her family’s passive investments, provided that such activities do not unreasonably interfere with the Executive’s duties and responsibilities to the Company. Passive investments shall mean publicly traded stocks, bonds, retirement funds or other similar investments, including investments in privately held companies so long as any such investment does not require any material amount of time or attention of the Executive during the work day. 2.2 The Executive shall report to the Chief Operating Executive Officer (CEO) of WORLDSPACEthe Company and the Executive shall perform such duties and exercise his/her powers, EXECUTIVE shall have authorities and decisions, consistent with his/her position as the Executive as well as any such other duties and responsibilities as may determined by the CEO in his/her sole discretion from time to time reasonably be assigned time, within/under the conditions and restrictions, delegated to or vested in EXECUTIVE the Executive by the Board consistent with his position.CEO. Allarity Employment Agreement_Jens ▇▇▇▇ Knudsen_Dec. 7, 2021 3 (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time and exclusive. During the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) 2.3 Subject to the faithful directives of the CEO and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement Agreement, the Executive shall do all acts and things in the event concerns ordinary course of business of the Company consistent with respect such an assignment raised in writing by EXECUITVE have not been resolved his/her position as Executive, which may be necessary or conducive to the mutual satisfaction interest of the parties. EXECUTIVE shall comply Company and in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in particular, but without prejudice to the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member generality of the board foregoing, the Executive shall be responsible for the day-to-day advancement of directors of a corporation or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as of the Effective Date, have been reviewed and approved by the Company’s General Counselbusiness goals and activities within their area of responsibility, and shall participate as part of executive management of the Company. (c) 2.4 The reporting relationships day-to-day responsibilities of the Executive do not include decisions/acts, which, compared to the business of the Company or the specific situation of the Company, are considered outside of the ordinary conduct of business and initial duties reasonably would be expected to have material impact on the business of EXECUTIVE are outlined the Company. Such decisions/acts must always be submitted to the CEO and the Board of Directors for prior approval, unless such approval cannot be awaited without the business of the Company being subject or exposed to a material adverse impact therefrom. In the event that prior approval has not been obtained, the CEO and the Board of Directors must be informed in Attachment A.writing of any decisions/acts made as soon as practicable. 2.5 The Executive shall be responsible, as soon as practicable after he/she becomes aware thereof, for adequately informing the CEO and the Board of Directors of any facts that reasonably would be expected to have a material impact on the Company’s business activities and that have not previously been disclosed to the CEO and the Board of Directors.

Duties. As Co-A. On the Effective Date and during the Term, Employee shall (1) serve as the Chief Operating Officer of WORLDSPACEthe Company and President, EXECUTIVE Interactive Program Guides of the Company and in that position shall (i) oversee the functions performed by the Company’s Human Resources department; (ii) oversee (either alone or jointly) the functions of the Company’s Information Technologies department; (iii) oversee the business and operations of the Company’s Data Solutions group; (iv) oversee the business and operations of the Company’s cable and satellite interactive program guide business worldwide; and (v) oversee the business and operations of the Company’s Consumer Electronics business worldwide; and (2) have such other duties and responsibilities as the Company shall determine from time to time. B. Employee shall render exclusive and full-time services to the Company and shall devote substantially all of Employee’s time, energy and ability necessary to fulfill the duties and responsibilities referenced above. Nothing herein shall prevent Employee, upon prior written approval of the governing body of the Company, from serving as may from time to time reasonably be assigned to a director or vested trustee of other corporations or businesses which are not in EXECUTIVE by competition with the Board consistent with his position. (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time and exclusive. During business of the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, Company or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position in competition with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer present or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction future affiliate of the partiesCompany. EXECUTIVE Nothing herein shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVE. prevent Employee from (b1) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or continuing to serve as a member director of the board any company of directors of which Employee is currently a corporation or trade association, director so long as such activities (individually or collectively) do company is not conflict or materially interfere in competition with the performance Company or any affiliate of EXECUTIVEthe Company, (2) serving as a director or trustee of any non-profit organization; (3) investing in real estate for Employee’s duties hereunderown account, and/or on a prospective basis, as (4) owning less than two percent (2%) of any publicly traded corporation whether or not in competition with the business of the Company or in competition with any affiliate of the Company or (5) owning less than ten percent (10%) of any privately held company not in competition with the business of the Company or in competition with any affiliate of the Company. C. As of the Effective Date, have been reviewed and approved Employee’s principal place of employment shall be at the principal offices of the Company in Bedford, MA, or such other greater Boston, MA metropolitan area location as determined by the Company, subject to such travel as the rendering of Employee’s General Counselservices may reasonably require. The Company and Employee anticipate that on or before March 31, 2006, Employee shall relocate to, and Employee’s principal place of employment thereafter shall be, at the offices of the Company in Los Angeles, CA, or such other greater Los Angeles, CA metropolitan area location as determined by the Company, subject to such travel as the rendering of Employee’s services may reasonably require. In the event that, on or prior to December 31, 2005, the Company requests Employee to delay his relocation to the Los Angeles area, the Company shall provide Employee with no less than three (3) months notice of such later date by which the Company requests Employee to relocate from the Bedford, MA area to the Los Angeles, CA area. If the Company’s requested relocation date is on or before October 5, 2006, Employee shall timely comply with such relocation request and the Term of this Agreement shall remain as originally defined. If the Company’s requested relocation date is after October 5, 2006, but on or before October 4, 2007 and Employee timely complies with the relocation, the Term of this Agreement shall extended through March 4, 2009. If the Company’s requested relocation date is on or after October 5, 2007 through October 4, 2008 and if Employee timely complies with the relocation, the Term of this Agreement shall automatically be extended through March 4, 2010. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-The Company shall employ the Executive, and the Executive shall serve, as President and Chief Operating Executive Officer of WORLDSPACEthe Company during the Employment Term (as hereinafter defined), EXECUTIVE and shall have devote his full working time toward the performance of such duties and responsibilities as provided for in the Company's By-Laws, and such other duties and responsibilities as may from time to time reasonably be assigned to or vested in EXECUTIVE prescribed by the Company's Board of Directors which are consistent with his position. (a) EXECUTIVE’s employment position as President and Chief Executive Officer of the Company; provided, however, Executive may engage or participate in such other activities incidental to any other employment, occupation or business venture or enterprise which does not materially interfere with WORLDSPACE or compromise his ability to perform his duties hereunder. The Company shall use its best efforts to cause the Executive to be fulla member of its Board of Directors throughout the Employment Term and shall include him in the management slate for election as a director at every stockholders' meeting at which his term as a director would otherwise expire. The Board of Directors shall not amend its By-time Laws or take any other action to reduce the scope of the Executive's authority and exclusiveresponsibilities, unless he shall otherwise consent, or except as otherwise provided in this Agreement. During the term Employment Term, the Executive shall not, directly or indirectly, without the prior consent of employmenta majority of the members of the Company's Board of Directors, EXECUTIVE shallas owner, except during periods of vacationpartner, sick leavejoint venturer, shareholder, employee, corporate officer or director, engage or become financially interested in, be employed by, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual render consulting services to any business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position in direct competition with any Affiliate as business engaged in during the Board may reasonably requireEmployment Term by the Company or its subsidiaries in any geographic area in North America where, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVE. (b) During during the term of his employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member the business of the board Company or any of directors its subsidiaries is being conducted; provided; however, that the Executive may own any securities of a any corporation which is engaged in any such business and which is publicly owned and traded but in an amount not to exceed at any one time two percent of any class of stock or trade association, so long as securities of such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as of the Effective Date, have been reviewed and approved by the Company’s General Counselcompany. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As (a) During the Employment Term, the Executive shall serve as the President — Merchandising of the Company and as the Company’s Co-Chief Operating Officer of WORLDSPACECEO. The Executive shall continue to have the Pre-Effective Date Duties and Responsibilities (as defined in Section 7), EXECUTIVE and shall also have the duties and responsibilities customarily exercised by an individual serving in such a position in a corporation of the size and nature of the Company; provided, however, that Executive’s Post-Effective Date Duties and Responsibilities (as defined in Section 7) shall be those duties and responsibilities as the Company’s Board of Directors (the “Board”), upon notice to Executive, may specify from time to time reasonably be assigned to in its sole and absolute discretion (which specifications may increase, decrease or vested otherwise alter the scope or nature of such duties and responsibilities). In such capacities, the Executive shall use her best energies and abilities in EXECUTIVE the performance of her duties, services and responsibilities for the Company as further detailed by the Board consistent with his position. (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time Board. In performing such duties, services and exclusive. During responsibilities, the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) Executive will report directly to the faithful and diligent performance Chairman of EXECUTIVE’s duties hereunderthe Board (the “Chairman”) in his role as principal executive officer of the Company or, as the Board may direct, to a committee of the Board or to the full Board. EXECUTIVE Executive acknowledges and agrees that EXECUTIVE the Company may be requireddetermine that (i) the Chairman (or his successor) is, without additional compensationthe “principal executive officer” of the Company as such term is defined in any applicable laws, to perform services for any Affiliatesrules and regulations (collectively, and to accept such office “Applicable Law”); or position (ii) Executive, alone or jointly with any Affiliate other officer(s) of the Company, is the “principal executive officer” of the Company as such term is defined in any Applicable Law and/or is the Board may reasonably require, including, but not limited to, service “chief executive officer . . . (or equivalent thereof)” of the Company as an officer or director of WORLDSPACE or such term is defined in any Affiliate. The details of Applicable Law and/or serves in any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns similar role with respect such an assignment raised in writing by EXECUITVE to which a person may have not been resolved to the mutual satisfaction of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVEduties under any Applicable Law. (b) During the term Employment Term, the Executive shall devote substantially all of employment, it her business time and attention to the businesses of the Company and its subsidiaries and affiliates and shall not engage in any activity inconsistent with the foregoing, whether or not such activity shall be a violation of this Agreement engaged in for EXECUTIVE pecuniary profit, unless approved by the Chairman or the Board; provided, however, that, to serve as an officer or director of a cooperative housingthe extent such activities do not violate, or interfere with her performance of her duties, services and responsibilities under, this Agreement, the Executive shall be permitted to manage her personal, financial and legal affairs and serve on civic or charitable organization or committeeboards and committees of such boards. During the Employment Term, or to manage personal investments, or to serve as a member the Executive’s principal location of the board of directors of a corporation or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as of the Effective Date, have been reviewed and approved by employment shall be at the Company’s General Counselexecutive offices in New York City, New York, except for customary business travel on behalf of the Company and its subsidiaries and affiliates. (c) Upon any termination of the Executive’s employment with the Company, the Executive shall be deemed to have resigned from all other positions she then holds as an employee or director or other independent contractor of the Company or any of its subsidiaries or affiliates, unless otherwise agreed by the Company and the Executive. (d) The reporting relationships Company will recommend to the Board that the Executive be appointed to the Board as soon as practicable but in no event later than twelve (12) months following the Effective Date. The Executive acknowledges that appointment to the Board shall be determined by the Board in its sole and initial duties absolute discretion and agrees that, provided the Company has made the recommendation set forth in the immediately preceding sentence, any failure by the Board to appoint Executive to the Board shall not be deemed a breach of EXECUTIVE are outlined in Attachment A.this Agreement. In no event will the other Co-CEO be appointed to the Board unless Executive is also appointed to the Board. Following the Effective Date, whether or not a Board member, Executive shall be invited to and entitled to attend all meetings of the Board; provided, however, that Executive shall be excluded from such portions of Board meetings as the Company deems appropriate, including discussions related to her or the other Co-CEO, or their respective performance, compensation or related issues.

Duties. As Co-During the Term, the Executive shall serve as the Chief Operating Executive Officer of WORLDSPACEthe Company. In this capacity, EXECUTIVE the Executive shall have the duties duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to the Executive by the Board and that are not inconsistent with the Executive’s position as Chief Executive Officer of the Company. All other employees of the Company shall report, either directly or indirectly, to the Executive. In addition: (a) The Executive will devote her full time and best efforts, talents, knowledge and experience to serving as the Company’s President and Chief Executive Officer. The Executive 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 Executive will at all times during the Term of this Agreement strictly adhere to and obey all of the rules and regulations in effect from time to time reasonably be assigned relating to the conduct of executives of the Company. The Executive will not engage in consulting work or vested in EXECUTIVE any trade or business for her own account or for or on behalf of any other person, firm or company that, as determined by the Board consistent in its sole discretion, competes, conflicts or interferes with his position. (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time and exclusive. During the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s here duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for hereunder in any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVEway. (b) During The Executive agrees to serve without additional compensation as an officer and director of any of the term Company’s subsidiaries and agrees that any amounts, if any, received from such subsidiary may be offset against the amounts due hereunder. (c) Subject to the approval of employmentthe Nominating and Governance Committee, it which approval shall not be a violation unreasonably withheld, you may serve on one (1) additional board of this Agreement for EXECUTIVE to serve as an officer or director directors of a cooperative housingcompany, provided that such service does not conflict with or civic or charitable organization or committee, or to manage personal investments, or to serve detract from the performance of your duties as a member President and Chief Executive Officer of the Company. The Company hereby approves of the continuation of your current service on the board of directors of a corporation or trade associationNovaGold Resources, so long Inc. as such activities (individually or collectively) do additional board of directors position. The Company further agrees to your continued service as an advisor to N▇▇▇▇▇ ▇▇▇▇▇ Platinum Corporation, provided that such service does not conflict with or materially interfere with detract from the performance of EXECUTIVE’s your duties hereunder, and/or on a prospective basis, as President and Chief Executive Officer of the Effective Date, have been reviewed and approved by the Company’s General Counsel. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-EMPLOYEE shall direct all aspects of an organization's legal affairs and provide legal expertise to other departments where and as needed. Employee shall work closely with the Company’s President and/or Chief Operating executive Officer of WORLDSPACEin defining and achieving all objectives. In addition, EXECUTIVE EMPLOYEE’s duties shall have the be such duties and responsibilities as may the Company’s Board of Directors shall specify from time to time reasonably be assigned to or vested in EXECUTIVE time, and shall entail those duties customarily performed by the General Counsel of a similarly situated company. EMPLOYEE shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company’s Board consistent of Directors. EMPLOYEE shall be responsible and report only to the Company’s Board of Directors. In its sole and absolute discretion, the Company’s Board of Directors shall determine EMPLOYEE’s duties and responsibilities and may assign or reassign EMPLOYEE to such duties and responsibilities as it deems in the Company's best interest, to the extent such assignment or reassignment is commensurate with the duties customarily performed by the General Counsel of a similarly situated company. EMPLOYEE shall devote his position.full-time attention, energy, and skill during normal business hours to the business and affairs of the Company and shall not, during the Employment Term, as that term is defined below, be actively engaged in any other business activity, except with the prior written consent of the Company’s Board of Directors. Notwithstanding anything to the contrary in this Agreement, EMPLOYEE is not precluded from devoting reasonable periods of time required for: (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time and exclusive. During the term serving as a director or member of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details a committee of any such office organization or corporation, charity or governmental position (including any applicable insurance coverage, compensation (if any) and employment arrangements) involving no conflict of interest with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction interests of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVE.Company; (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve serving as a member consultant in his area of expertise (in areas other than in connection with the FIELD, as hereinafter defined), to government, industrial, and academic panels where it does not conflict with the interests of the board Company. The Company has interests in the following areas: (i) lipid containing microbubbles (“LCM”) technology as a drug delivery vehicle for use in the treatment of directors of a corporation cancer as defined in the confidential License Agreement between Cornerstone Ventures, LLC and Cavitation-Control Technologies, Inc. dated December 12, 2000; (ii) Emulsiphan nanoparticles and EmulsiphanTM nanoparticle based products; (iii) lipoic acid derivatives; (iv) polyethylene conjugated triazine derivatives; (v) products isolated from latex derived from the botanical Ficus carica; (vi) technologies used to treat and diagnose cancer licensed, acquired or trade association, so long as otherwise developed by the Company’s employees and duly assigned to the Company ( all within the “FIELD”); and (c) managing his personal investments or engaging in any other non-competing business; provided that such activities (individually or collectively) do not conflict or materially interfere with the regular performance of EXECUTIVE’s his duties hereunder, and/or on a prospective basis, and responsibilities under this Agreement as of the Effective Date, have been reviewed and approved determined by the Company’s General Counsel. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-(a) During the Term of Employment, the Executive shall serve as the Chief Operating Executive Officer and, as provided in Section 2(b) below, a Director of WORLDSPACE, EXECUTIVE shall have the Company with such authority and duties as are generally associated with such position and responsibilities as may be assigned to him from time to time reasonably be assigned to or vested in EXECUTIVE by the Board of Directors of the Company that are consistent with his position. (a) EXECUTIVE’s employment with WORLDSPACE such authority and duties. The Executive shall be full-time and exclusive. During report to the term Chairman of employment, EXECUTIVE shall, except during periods the Board of vacation, sick leaveDirectors of the Company, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office someone or position with any Affiliate as some body within the Board may reasonably require, including, but not limited to, service as an officer if there is no Chairman or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching Executive becomes the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVEChairman. (b) During the term Term of employmentEmployment and except as provided in Section 2(c), it the Executive shall not be a violation devote his full business time and best efforts to the business and affairs of this Agreement for EXECUTIVE the Company. The Executive agrees to continue to serve during the Term of Employment as an officer or director a Director and a member of a cooperative housing, or civic or charitable organization or committee, or any committee of the Board of Directors of the Company that the Board may designate. The Company agrees to manage personal investments, or use its commercially reasonable best efforts to serve cause the Executive to be elected and continued in office throughout the Term of Employment as a member of the board Board of directors of a corporation or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as Directors of the Effective Date, have been reviewed Company and approved by shall include him in the Company’s General Counselmanagement 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) Anything herein to the contrary notwithstanding, nothing in this Agreement shall preclude the Executive from (i) serving on the boards of directors of other corporations or the boards of a reasonable number of trade associations and/or charitable organizations, in each case subject to the prior approval of the Board of Directors of the Company (not to be unreasonably withheld), (ii) engaging in charitable activities and community affairs and (iii) managing his personal investments and affairs, provided that such activities do not interfere with the proper performance of his duties and responsibilities under this Agreement. The reporting relationships and initial duties Company agrees that the Executive may continue to serve in all board positions disclosed to the Company prior to the date of EXECUTIVE are outlined in Attachment A.this Agreement.

Duties. As Co-Chief Operating Officer 2.1 Without prejudice to the duties imposed by law, the Executive shall, to the best of WORLDSPACEhis/her ability, EXECUTIVE promote, develop and further the interests of the Company, comply with all applicable legal requirements and the Company’s applicable policies and procedures that have been furnished to him/her, and, subject to the terms of this Agreement, shall have devote his/her full working time to the business and the affairs of the Company. This Agreement shall not be construed as preventing the Executive from engaging in charitable and community affairs, participating in industry trade association activities, or giving attention to his/her or his/her family’s passive investments, provided that such activities do not unreasonably interfere with the Executive’s duties and responsibilities to the Company. Passive investments shall mean publicly traded stocks, bonds, retirement funds or other similar investments, including investments in privately held companies so long as any such investment does not require any material amount of time or attention of the Executive during the work day. Allarity CEO Employment Agreement_James ▇. ▇▇▇▇▇▇_▇▇▇▇▇▇▇ 2023 3 2.2 The Executive shall report to the Board and the Executive shall perform such duties and exercise his/her powers, authorities and decisions, consistent with his/her position as the Executive as well as any such other duties and responsibilities as may determined by the Board in its sole discretion from time to time reasonably be assigned time, within/under the conditions and restrictions, delegated to or vested in EXECUTIVE the CEO by the Board consistent with his positionBoard. (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time and exclusive. During the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) 2.3 Subject to the faithful and diligent performance directives of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement Agreement, the Executive shall do all acts and things in the event concerns ordinary course of business of the Company consistent with respect such an assignment raised in writing by EXECUITVE have not been resolved his/her position as Executive, which may be necessary or conducive to the mutual satisfaction interest of the parties. EXECUTIVE shall comply Company and in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in particular, but without prejudice to the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member generality of the board foregoing, the Executive shall be responsible for the day-to-day advancement of directors of a corporation or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as of the Effective Date, have been reviewed and approved by the Company’s General Counselbusiness goals and activities within their area of responsibility, and shall participate as part of executive management of the Company. (c) 2.4 The reporting relationships day-to-day responsibilities of the Executive do not include decisions/acts, which, compared to the business of the Company or the specific situation of the Company, are considered outside of the ordinary conduct of business and initial duties reasonably would be expected to have material impact on the business of EXECUTIVE are outlined the Company. Such decisions/acts must always be submitted to the Board for prior approval, unless such approval cannot be awaited without the business of the Company being subject or exposed to a material adverse impact therefrom. In the event that prior approval has not been obtained, the Board must be informed in Attachment A.writing of any decisions/acts made as soon as practicable. 2.5 The Executive shall be responsible, as soon as practicable after he/she becomes aware thereof, for adequately informing the Board of any facts that reasonably would be expected to have a material impact on the Company’s business activities and that have not previously been disclosed to the Board.

Duties. As Co-During the Term, Executive shall be employed by the Company as Chief Operating Executive Officer and President of WORLDSPACEthe Company and of the OP and, EXECUTIVE as such, Executive shall have faithfully and to the best of his ability perform for the Company and the OP the duties of such offices and responsibilities shall perform such other duties of an executive, managerial or administrative nature, which are consistent with such offices, as may shall be specified and designated from time to time reasonably be assigned to or vested in EXECUTIVE by the Board of Trustees of the Company (the “Board”), and as an officer, manager, agent, trustee or other representative with respect to any subsidiary, affiliate or joint venture of the Company (each a “Subsidiary”) consistent with his position. (a) EXECUTIVEExecutive’s employment position as Chief Executive Officer; provided, however, that Executive’s service in such positions with WORLDSPACE a joint venture or affiliate that is not a majority owned subsidiary shall be full-time and exclusive. During the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved subject to the mutual satisfaction agreement of Executive and the Company. The Executive shall report to the Board and the Chairman of the partiesBoard. EXECUTIVE Subject to the discretion of the Nominating and Corporate Governance Committee of the Board, Executive shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE continue to serve as an officer or director a member of a cooperative housingthe Board and, or civic or charitable organization or committeeat the request of the Board, or to manage personal investments, or to serve as a member of the board of directors (or equivalent) of a corporation any Subsidiary without additional compensation. Executive shall devote his business time and effort exclusively to the performance of his duties hereunder and shall not be employed by or trade associationprovide business services to any other person or entity. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) engaging in personal investment activities for Executive and his family that do not give rise to any conflict of interests with the Company or its affiliates; (ii) subject to prior approval of the Board, which approval shall not be unreasonably withheld, accepting directorships unrelated to the Company that do not give rise to any conflict of interests with the Company or its affiliates; and (iii) engaging in charitable and civic activities, so long as such activities and outside interests described in clauses (individually or collectivelyi), (ii) and (iii) hereof do not conflict or materially interfere interfere, in any material respect, with the performance of EXECUTIVEExecutive’s duties hereunder, and/or on a prospective basis, as . The Executive shall perform his duties at the principal office of the Effective Date, have been reviewed and approved by the Company’s General Counsel. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-(a) During the Employment Period, the Employee shall perform such duties and exercise such powers relating to the Company as are commensurate with the office of President and Chief Operating Executive Officer of WORLDSPACE, EXECUTIVE and shall have the such other duties and responsibilities powers as may the Board of Directors shall from time to time reasonably be assigned assign to or vested him, including by way of example but not limitation, duties with respect to any of the Company’s associated companies. As used in EXECUTIVE this Agreement, the term “Associated Companies” shall mean any company (i) of which not less than fifty (50%) percent of the equity is beneficially owned by the Board consistent with his position. Company or (aii) EXECUTIVE’s employment with WORLDSPACE shall be full-time and exclusive. During the term any subsidiary of employmentsuch company, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVE. (b) During the term Employment Period, the Employee shall devote substantially all of employmenthis time and attention during normal business hours and his best efforts and ability to the business of the Company, it shall faithfully and diligently perform the duties of his employment with the Company and shall do all reasonably in his power to promote, develop and extend the business of the Company. (c) During the Employment period, the Employee shall not except as a representative of the Company or with the written consent of the Company, be directly or indirectly engaged, concerned or interested in the conduct of any other business competing or likely to compete with the Company; provided, that notwithstanding anything contained in this Agreement to the contrary, the Employee shall not be precluded from devoting a violation reasonable amount of this Agreement for EXECUTIVE to serve his time to: (i) serving with the prior written approval of the Company as an officer a director or director member of a cooperative housing, or civic or charitable committee of any organization or committee, or to manage involving no conflict of interest with the business of the Company; and (ii) managing his personal investments; provided, or to serve that such activities shall not materially interfere with the Employee’s performance of his duties hereunder; and (iii) participating in such courses of instruction and rendering such services as shall be consistent with the maintenance of his skills as a medical doctor; and (iv) performance as a member of the board faculty of directors Columbia University Medical Center and the Attending Staff of a corporation New York-Presbyterian Hospital or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as of the Effective Date, have been reviewed similar services at any similar institutions; and (v) civic and approved by the Company’s General Counselcharitable activities. (cd) The reporting relationships Employee shall be employed at the offices of the Company located in Elmwood Park, New Jersey; provided, that the Employee acknowledges and initial agrees that the proper performance of his duties may make it necessary to spend reasonable periods of EXECUTIVE are outlined time in Attachment A.other parts of the country.

Duties. As Co-a. During his employment hereunder (unless and until Subparagraph b. hereof becomes applicable), Employee shall serve as the Chairman of the Board, President and Chief Operating Executive Officer of WORLDSPACE, EXECUTIVE shall have the duties Company and responsibilities the Company will take such actions as may from time to time reasonably be assigned to or vested in EXECUTIVE by the Board consistent with his position. (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time and exclusive. During the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve cause his nomination as a member of the board Board of directors Directors of the 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 corporation director or trade associationmember of any advisory committee of not more than two (at any time) "for profit" organizations involving no conflict of interest with the interests of the Company (subject to approval by the Board of Directors, so long as which approval shall not be unreasonably withheld), or from engaging in charitable and community activities, or from managing his personal investments, provided such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVE’s his duties and responsibilities under this Agreement. b. Effective upon the Succession, but no earlier than January 1, 2000, Employee shall serve as Chairman of the Board. Employee shall have the responsibility for review of the operations of the Company working directly with the President and Chief Executive 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 requested by the Board of Directors of the Company. Employee shall report directly to 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 for three or four days per week to the business and affairs of the Company, as appropriate to his duties and responsibilities hereunder, and/or on 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 prospective basis, as director or member of any advisory committee of not more than four (at any time) "for profit" organizations involving no conflict of interest with the interests of the Effective Date, have been reviewed and approved Company (subject to approval by the Company’s General CounselBoard of Directors, which approval shall not be unreasonably withheld), 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. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-Chief Operating Officer of WORLDSPACEthe Company, EXECUTIVE the Executive shall have diligently and faithfully perform such duties and functions as may be assigned to the Executive commensurate with his position as Chief Operating Officer of the Company by the Board of Directors of the Company. The Executive shall be required hereunder to devote substantially all of the Executive’s business time and effort to the business affairs of the Company and its Affiliates. The Executive shall be responsible for directly reporting to the Board of Directors, and for diligently and faithfully performing such duties and functions as may be assigned to the Executive commensurate with his position as Chief Operating Officer of the Company by the Board of Directors of the Company on all matters for which the Executive is responsible. Notwithstanding the foregoing, the Executive shall be permitted to invest the Executive’s personal assets and manage the Executive’s personal investment portfolio in such a form and manner as will not require any business services on the Executive’s part to any third party, and provided it does conflict with the Executive’s duties and responsibilities as may from time to time reasonably be assigned to the Company or vested in EXECUTIVE by the Board consistent with his position. (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time and exclusive. During the term provisions of employment, EXECUTIVE shall, except during periods of vacation, sick leaveSection 10 or Section 11 hereof, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position conflict with any Affiliate as material published policy of the Board may reasonably requireCompany or its Affiliates, including, but not limited to, service the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy of the Company or its Affiliates. Notwithstanding the foregoing, the Executive shall also be permitted to participate in customary civic, nonprofit, religious, welfare, social and professional activities that will not materially affect the Executive’s performance of his duties hereunder. The Executive may continue to serve on any board of directors and advisory committees of companies on which the Executive currently serves, as an officer or director long as the business of WORLDSPACE such companies is not competitive with that of the Company or any Affiliateof its Affiliates. The details Executive shall not serve on the board of directors or advisory committee of any such office or position (including any applicable insurance coverageother company without the prior consent of the Company, compensation (if any) which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary herein, the parties acknowledge and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have agree that the right to decline any office or position with an Affiliate without breaching Executive shall, during the terms term of this Agreement in and at the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction request of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy ManualCompany, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to also serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member any Affiliate of the board Company as the Board of directors Directors shall reasonably request. In such capacity, the Executive shall be responsible generally for all aspects of a corporation or trade associationsuch office. All terms, so long conditions, rights and obligations of this Agreement shall be applicable to the Executive while serving in such office as though the Executive and such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as Affiliate of the Effective DateCompany or the Company had separately entered into this Agreement, have been reviewed and approved by except that the Executive shall not be entitled to any compensation, vacation, fringe benefits, automobile allowance or other remuneration of any kind whatsoever from such Affiliate of the Company’s General Counsel. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-Chief Operating Officer of WORLDSPACEDuring the Term, EXECUTIVE the Employee shall serve as the Senior Vice President, General Manager. In this capacity, the Employee shall have the duties duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties, authorities and responsibilities as may reasonably be assigned to the Employee by the Executive Vice President and Chief Financial Officer that are not inconsistent with the Employee’s position as Senior Vice President, General Manager. In addition: (a) The Employee will devote his full time and best efforts, talents, knowledge and experience to serving as the Company’s Senior Vice President, General Manager. The Employee will perform his duties diligently and competently and will act in conformity with Company’s written and oral policies and within the limits, budgets and business plans set by the Company. The Employee will also comply with the Company’s Compensation Recovery Policy, as it may be amended from time to time. Further, the Employee will at all times during the Term of this Agreement strictly adhere to and obey all of the rules and regulations in effect from time to time reasonably be assigned relating to the conduct of Employees of the Company. The Employee will not engage in consulting work or vested in EXECUTIVE any trade or business for his own account or for or on behalf of any other person, firm or company that, as determined by the Board consistent Company in its sole discretion, competes, conflicts or interferes with his position. (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time and exclusive. During the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s his duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for hereunder in any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVEway. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE The Employee agrees to serve without additional compensation as an officer or and director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member any of the board of directors of a corporation or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as of the Effective Date, have been reviewed and approved by the Company’s General Counselsubsidiaries and agrees that amounts, if any, received from such subsidiary may be offset against the amounts due hereunder. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-Chief Operating Officer (a) During the term of WORLDSPACEyour employment hereunder, EXECUTIVE shall have including any renewal thereof, you agree to serve as the Vice President, General Counsel and Corporate Secretary of the Company or in such other capacity with duties and responsibilities of a similar nature as those initially undertaken by you hereunder as the President of the Company may from time to time determine. Your duties may be changed at any time and from time to time hereafter, upon mutual agreement, consistent with office or offices in which you serve as deemed necessary by the President of the Company. You also agree to perform such other services and duties consistent with the office or offices in which you are serving and its responsibilities as may from time to time reasonably be assigned to or vested in EXECUTIVE prescribed by the Board consistent with his position. (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time and exclusive. During the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skillDirectors, and ability during usual business hours (and outside those hours when reasonably necessary you also agree to EXECUTIVE’s duties hereunder) to serve, if elected, as an officer and/or director of the faithful and diligent performance Company and/or any of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, the Company's other direct or indirect subsidiaries without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised all cases in writing by EXECUITVE have not been resolved conformity to the mutual satisfaction by-laws of the partieseach such corporation. EXECUTIVE Unless you otherwise agree, you shall comply in all material respects with all applicable policies not be required to relocate your place of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, business to a copy of which has been provided to EXECUTIVElocation that would increase your commuting distance by greater than 25 miles. (b) During You shall devote your full employment energies, interest, abilities, time and attention during normal business hours (excluding the term vacation period provided in Section 4(b) below) exclusively to the business and affairs of employmentthe Company, it its parent corporation and subsidiaries, if any, and shall not be a violation of this Agreement for EXECUTIVE to serve as an officer engage in any activity that conflicts or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member of the board of directors of a corporation or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere interferes with the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as of the Effective Date, have been reviewed and approved by the Company’s General Counsel. (c) The reporting relationships You agree to cooperate with the Company, including taking such reasonable medical examinations as may be necessary, in the event the Company shall desire or be required (such as pursuant to the terms of any bank loan or any other agreement) to obtain life insurance insuring your life. (d) You shall, except as otherwise provided herein, be subject to the Company's rules, practices and initial duties policies applicable to the Company's senior executive employees. Without limiting the generality of EXECUTIVE are outlined the foregoing, you shall, with respect to the Company and its parents, subsidiaries, assets and stockholders, act in Attachment A.a manner consistent with your fiduciary responsibilities as an executive of the Company.

Duties. As Co-Chief Operating Financial Officer of WORLDSPACEthe Company, EXECUTIVE shall have the duties and responsibilities as may from time to time reasonably be assigned to or vested in EXECUTIVE by the Board consistent with his position.Employee shall: (a) EXECUTIVE’s employment with WORLDSPACE diligently and faithfully perform all of the duties and functions as may be assigned to the Employee in such capacity by the Board of Directors or Chief Executive Officer of the Company; and (b) not to create a situation that results in termination for Cause as that term is defined in Section 8 hereof. The Employee shall be full-required hereunder to devote one hundred percent (100%) of the Employee’s full business time and exclusiveeffort to the business affairs of the Company. During The Employee shall be responsible for directly reporting to the term Chief Executive Officer of employment, EXECUTIVE the Company on all matters for which the Employee is responsible. Employee shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, : (i) devote the whole of EXECUTIVEEmployee’s entire business time, attention, skilland energies to the business of the Company, (ii) faithfully and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVEcompetently perform the Employee’s duties hereunder, and (iii) not create a situation constituting Cause as defined in Section 8. The Employee shall not, during the term of this Agreement, engage in any other business activity; provided, however, that the Employee shall be permitted to invest the Employee’s personal assets and manage the Employee’s personal investment portfolio in such a form and manner as will not require any business services on Employee’s part to any third party or conflict with the provisions of Section 10, Section 11, Section 13 or Section 15 hereof, or conflict with any published policy of the Company or its affiliates, including but not limited to the faithful ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy of the Company or its affiliates. Notwithstanding the foregoing, Employee shall also be permitted to participate in customary civic and diligent professional activities that will not, in the opinion of the Employer, materially affect Employee’s performance of EXECUTIVE’s his duties hereunder. EXECUTIVE acknowledges Notwithstanding anything to the contrary herein, the parties acknowledge and agrees agree that EXECUTIVE may be requiredthe Employee shall, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as during the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms term of this Agreement in and at the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction request of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy ManualCompany, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to also serve as an officer of any subsidiary or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member affiliate of the board Company as the Company shall request. In such capacity, Employee shall be responsible generally for all aspects of directors such office. All terms, conditions, rights and obligations of a corporation this Agreement shall be applicable to Employee while serving in such office as though Employee and such subsidiary or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as affiliate of the Effective DateCompany had separately entered into this Agreement, have been reviewed and approved by except that the Employee shall not be entitled to any compensation, vacation, fringe benefits, automobile allowance or other remuneration of any kind whatsoever from such subsidiary or affiliate of the Company’s General Counsel. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-The Employee shall serve the Corporation as a member of its Board of Directors and shall hold the offices of President and Chief Operating Officer of WORLDSPACE, EXECUTIVE and shall have the duties and responsibilities 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 reasonably time, be assigned to or vested in EXECUTIVE him by the Board consistent with his position. (a) EXECUTIVE’s employment with WORLDSPACE of Directors of the Corporation or a committee thereof. The Employee further agrees to serve as an officer and/or director of any parent, subsidiary or affiliate of the Corporation, upon request by the Board of Directors of the Corporation or a committee thereof. It is the intention of the parties that the Employee will become Chief Executive Officer no later than September 1, 1996 and shall thereafter be full-time responsible for the general management of the affairs of the Company, subject to the control of the Board of Directors. The Employee shall report to the Chairman of the Board until he becomes Chief Executive Officer and exclusivethereafter he shall report to the Corporation's Board of Directors. During the term of employmentthis Agreement, EXECUTIVE shall, except during periods the Employee shall devote substantially all of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s his business time, attentionattention and energies to the business of the Corporation. Neither the Employee's participation in other businesses, skillas a director or otherwise, with the approval of the Corporation's Board of Directors (which approval shall be deemed to include the Board of Directors not objecting to such participation following disclosure thereof to the Board of Directors by Employee, and ability during usual business hours (which approval may not subsequently be withdrawn without cause) nor the Employee's engaging in charitable activities and outside those hours when reasonably necessary community affairs or managing his personal investments and affairs shall be deemed to EXECUTIVE’s duties hereunder) to contravene the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVEforegoing provision. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member of the board of directors of a corporation or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as of the Effective Date, have been reviewed and approved by the Company’s General Counsel. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-During the Term, (i) the Company shall employ the Employee and the Employee shall serve the Company as its Senior Vice President and Chief Operating Financial Officer and (ii) Hyde Park shall employ the Employee and the Employee shall serve Hyde Park as its Senior Vice President and Chief Financial Officer. Subject to the authority and direction of WORLDSPACEthe Chief Executive Officer and the Board of Directors of the Company (the “Board” or “Board of Directors”), EXECUTIVE the Employee shall have the duties, authorities and responsibilities for the financial affairs of the Company and of Hyde Park, including, without limitation, finance, accounting, tax, legal, human resources, systems, insurance, risk management, equipment leasing and contracts, and shall perform such other duties and responsibilities as may exercise such other authorities commensurate with Employee’s position which are or from time to time reasonably may be assigned delegated to or vested in EXECUTIVE him by the Chief Executive Officer or the Board consistent of Directors or the Company Bylaws, all in accordance with his position. (a) EXECUTIVEbasic policies as established by and subject to the oversight of the Board. The principal location of Employee’s employment with WORLDSPACE shall be full-at the Company’s executive office located in Buffalo Grove, Illinois. Employee shall devote his entire working time and exclusive. During the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful affairs of the Company and diligent performance Hyde Park and shall faithfully and to the best of EXECUTIVE’s his ability perform his duties hereunder. EXECUTIVE acknowledges Notwithstanding the foregoing, nothing herein shall prohibit Employee from (i) engaging in personal investment activities for himself and agrees his family that EXECUTIVE may be required, without additional compensation, do not give rise to perform services for any Affiliates, and conflict of interests with the Company or its affiliates; (ii) subject to accept such office or position with any Affiliate as prior approval of the Board may reasonably requireof Directors, including, but not limited to, service acting as a director or in a similar role for an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved entity unrelated to the mutual satisfaction Company if such role does not give rise to any conflict of interests with the parties. EXECUTIVE shall comply Company or its affiliates; and (iii) engaging in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found charitable and civic activities, in the WORLDSPACE Policy Manual, a copy of which has been provided each case and collectively to EXECUTIVE. (b) During the term of employment, it shall an extent that does not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member of the board of directors of a corporation or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVEEmployee’s duties for the Company and Hyde Park hereunder, and/or on a prospective basis, as of the Effective Date, have been reviewed and approved by the Company’s General Counsel. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-Chief Operating Officer of WORLDSPACE, EXECUTIVE shall have the duties and responsibilities as may from time to time reasonably be assigned to or vested in EXECUTIVE by the Board consistent with his position. (a) EXECUTIVE’s employment Executive agrees that during the Term of Employment he will hold such offices or positions with WORLDSPACE shall be full-time and exclusive. During the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skillCompany, and ability during usual business hours (perform such duties and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) assignments relating to the faithful and diligent performance business of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be requiredthe Company, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but of Directors or the Chief Executive Officer of the Company shall direct except that Executive shall not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right required to decline hold any office or position or to perform any duties or assignment inconsistent with an Affiliate without breaching either the terms office of President or with his experience and qualifications or not customarily performed by a corporate officer. The Company represents to Executive that the Board of Directors (acting by its Compensation Committee) has authorized the making of this Agreement in and expressed its present intention that during the event concerns with respect such Term of Employment Executive will be an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction elected officer of the partiesCompany. EXECUTIVE The failure of any future Board of Directors to elect Executive as an officer of the Company shall comply in all material respects with all applicable policies not, however, be deemed to relieve either party hereto of WORLDSPACE and/or any of his or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVEobligations under this Agreement. (b) During If the term Board of employmentDirectors or the Chief Executive Officer of the Company so directs, it Executive shall not be a violation of this Agreement for EXECUTIVE to serve as an officer of one or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member more subsidiaries of the board Company (provided that the duties of directors such office are not inconsistent with either the office of president or Executive’s experience and qualifications and are duties customarily performed by a corporation corporate officer) and part or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as all of the Effective Datecompensation to which Executive is entitled hereunder may be paid by such subsidiary or subsidiaries. However, have been reviewed and approved such employment and/or payment of Executive by a subsidiary or subsidiaries shall not relieve the Company’s General CounselCompany from any of its obligations under this Agreement except to the extent of payments actually made to Executive by a subsidiary. (c) The reporting relationships During the Term of Employment Executive shall, except during customary vacation periods and initial periods of illness, devote substantially all of his business time and attention to the performance of his duties hereunder and to the business and affairs of EXECUTIVE are outlined the Company and its subsidiaries and to promoting the best interests of the Company and its subsidiaries and he shall not, either during or outside of such normal business hours, engage in Attachment A.any activity inimical to such best interests.

Duties. As CoNothing in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between the parties. The Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect to the Shares shall be determined solely by the express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations with respect to the Shares as are specifically set forth in this Agreement. Each of the Company and the Selling Stockholders acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-Chief Operating Officer length commercial transaction between the Company and the Selling Stockholders, on the one hand, and the several Underwriters, on the other hand, and the Company and the Selling Stockholders are capable of WORLDSPACEevaluating and understanding and understand and accept the terms, EXECUTIVE shall risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Selling Stockholders or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Selling Stockholders with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Selling Stockholders on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling Stockholders and that the several Underwriters have no obligation to disclose any of such interests. The Company and each Selling Stockholder acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and responsibilities as may from time to time reasonably be assigned to or vested in EXECUTIVE by obligations expressly set forth herein. The Company and the Board consistent with his position. (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time and exclusive. During Selling Stockholders agree that they will not claim that the term of employment, EXECUTIVE shall, except during periods of vacation, sick leaveUnderwriters, or other duly authorized leave any of absencethem, devote the whole has rendered advisory services of EXECUTIVE’s timeany nature or respect, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) or owes a fiduciary or similar duty to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE Company or any Affiliate. The details of any Selling Stockholder, in connection with such office transaction or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVEprocess leading thereto. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member of the board of directors of a corporation or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as of the Effective Date, have been reviewed and approved by the Company’s General Counsel. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-In the performance of all of his responsibilities as President and Chief Operating Executive Officer hereunder, the Executive shall be subject to all of WORLDSPACEthe Company’s policies, EXECUTIVE rules and regulations applicable to its employees of comparable status, shall have report directly to, and be subject to the direction and control of, the Board of Directors of the Company (the “Board”), and shall perform such duties as shall reasonably be assigned to him by the Board and are consistent with those duties assigned employees of comparable status. The Executive’s duties shall include, but not be limited to the (i) setting of the overall strategy and vision for the organization, (ii) communication with current customers and development of new customers, (iii) supervision of the senior management team, (iv) recommendation of the yearly budget for Board approval and management of the organization’s resources within those budget guidelines, (v) communication with overall organization of business directions, priorities and progress/results, (vi) setting of the culture of the organization in support of business objectives, (vii) management of the human resources of the Company according to authorized personnel policies and procedures, (viii) support of the operation and administration of the Company’s Board , and (vix) presentation of the Company and its mission, programs, products and services in a strong, positive image to customers, strategic partners, industry analysts, and other relevant stakeholders. Excluding periods of vacation and sick leave to which the Executive is entitled, the Executive agrees that during the Employment Term he shall devote substantially all of his business time to the business and affairs of the Company and to the duties and responsibilities as may from time to time reasonably be assigned to or vested him hereunder. Executive shall travel to the Company’s facilities, including the wafer fab located in EXECUTIVE by the Board consistent with his position. (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time and exclusive. During the term of employmentYokneam, EXECUTIVE shallIsrael, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably at a frequency as necessary to EXECUTIVE’s duties hereunder) to accomplish the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, includingabove duties, but not limited toless than once per calendar quarter. Notwithstanding the foregoing, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position the Executive may (including any applicable insurance coverage, compensation (if any) and employment arrangementsi) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction written permission of the parties. EXECUTIVE shall comply in all material respects with all applicable policies Company’s Chairman of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of Board (which has been provided to EXECUTIVE. (b) During the term of employment, it shall not be a violation unreasonably withheld), serve on corporate boards of this Agreement for EXECUTIVE to other entities, (ii) with the written permission of the Company’s Chairman of the Board (which shall not be unreasonably withheld), serve as an officer or director of a cooperative housing, or on civic or charitable organization boards or committeecommittees, or to (iii) manage personal investments, or to serve as a member of the board of directors of a corporation or trade associationand (iv) deliver lectures and teach at educational institutions, in each case so long as such activities (individually or collectively) do not conflict or materially significantly interfere with the performance of EXECUTIVEthe Executive’s duties and responsibilities hereunder, and/or on a prospective basis, as of the Effective Date, have been reviewed and approved by the Company’s General Counsel. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As CoNothing in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between the parties. The Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect to the Shares shall be determined solely by the express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations with respect to the Shares as are specifically set forth in this Agreement. Each of the Company and the Selling Stockholders acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-Chief Operating Officer length commercial transaction between the Company and the Selling Stockholders, on the one hand, and the several Underwriters, on the other hand, and each of WORLDSPACEthe Company and the Selling Stockholders is capable of evaluating and understanding and understands and accepts the terms, EXECUTIVE shall risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Selling Stockholders or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Selling Stockholders with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company of the Selling Stockholders on other matters); (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling Stockholders and that the several Underwriters have no obligation to disclose any of such interests; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and each Selling Stockholder has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company and the Selling Stockholders acknowledge that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and responsibilities as may from time to time reasonably be assigned to or vested in EXECUTIVE by the Board consistent with his position. (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time obligations expressly set forth herein. The Company and exclusive. During the term of employmenteach Selling Stockholder hereby waives and releases, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees fullest extent permitted by law, any claims that EXECUTIVE it may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as have against the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns several Underwriters with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction any breach or alleged breach of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manualagency, a copy of which has been provided to EXECUTIVEadvisory, fiduciary or similar duty. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member of the board of directors of a corporation or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as of the Effective Date, have been reviewed and approved by the Company’s General Counsel. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-Chief Operating Officer of WORLDSPACE, EXECUTIVE shall have the duties and responsibilities as may from time to time reasonably be assigned to or vested in EXECUTIVE by the Board consistent with his position. (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time and exclusive. During the term of employmentThe Company does hereby hire, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skillengage, and ability during usual business hours employ Executive as its President and Chief Executive Officer for the Term (as defined in Section 2). Executive does hereby accept and outside those hours when reasonably necessary agree to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be requiredsuch hiring, without additional compensation, to perform services for any Affiliatesengagement, and to accept employment. Executive shall serve the Company in such office or position in conformity with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms provisions of this Agreement in and the event concerns general direction of the Board of Directors of the Company (the “Board”). Executive shall have duties and authority consistent with respect such an assignment raised in writing by EXECUITVE have not been resolved Executive’s position as President and Chief Executive Officer. The Company further agrees to nominate and recommend Executive for election to the mutual satisfaction Board at the first annual meeting of the partiesCompany’s shareholders at which directors are elected after the Effective Date. EXECUTIVE If Executive is elected to serve on the Board, Executive shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVEnot receive additional compensation for such Board service. (b) During the term of Throughout his employment, it Executive shall not be a violation devote his time, energy, and skill to the performance of his duties for the Company, vacations and other leave authorized under this Agreement excepted. During his employment hereunder, and except for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member of his service on the board of directors of a corporation or trade association, Camelback Products LLC (“Camelback Products”) (on which Executive may continue to serve so long as such service does not materially interfere with Executive’s performance of his duties for the Company), Executive shall not serve as a director, officer, partner, member or employee of, or consultant to, any other company or business without first receiving the written consent of the Board. In the event that Executive ceases to serve on the board of directors of Camelback Products, the Board shall not unreasonably withhold its consent to Executive serving on another board of one company or business that does not compete with the Company. The foregoing notwithstanding, Executive shall be permitted to engage in charitable, civic, educational, professional, industry and community affairs, to serve on the boards of directors of non-profit organizations, and to manage Executive’s passive personal investments, provided that such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVEExecutive’s duties hereunder, and/or on a prospective basis, as . All of Executive’s business and professional relationships shall at all times be in compliance with the Effective Date, have been reviewed conflict of interest and approved by other policies set forth in the Company’s General CounselCode of Ethical Standards, Business Practices and Conduct applicable to all officers and employees of the Company (the “Code of Ethics”). (c) The reporting relationships and initial Executive hereby represents to the Company that he is not subject to any employment, confidentiality, trade secret or similar agreement, which would interfere with the performance of his duties of EXECUTIVE are outlined in Attachment A.for the Company.

Duties. As Co-Chief Operating Officer 3.1 During the Employment Period EMPLOYEE shall serve in the Office of WORLDSPACEExecutive Vice President, EXECUTIVE COO and perform appropriate executive services for the COMPANY in accordance with the historical nature and scope of duties performed by EMPLOYEE as Executive Vice President, COO of BIOMED RESEARCH TECHNOLOGIES, Inc. 3.2 EMPLOYEE shall have be entitled to make ALL normal executive level management decisions of the COMPANY that involve matters within the COMPANY's usual course of business and are duties customary for the EMPLOYEE in his or her capacity of Executive Vice President, and responsibilities as may COO. EMPLOYEE's authority to manage the COMPANY shall be subject to review and direction from his or her immediate manager, if any, or by the Board of Directors of the COMPANY. Compensation paid to EMPLOYEES of the COMPANY shall be at industry standards. Bonuses, if any, for said EMPLOYEES shall be based on the individual EMPLOYEE's performance and tied to a formula adopted by the COMPANY's Board of Directors. 3.3 During the term of this Agreement, although EMPLOYEE is involved in managing other businesses, EMPLOYEE shall devote primarily majority of his time, energy, and skill to the service of the COMPANY and the promotion of COMPANY'S interests, and shall use his best efforts in the performance of his services hereunder. EMPLOYEE agrees to abide by all rules and regulations established from time to time reasonably be assigned to or vested in EXECUTIVE by the Board consistent with his positionBoard; and all commissions, fees or other income earned and received by EMPLOYEE, if any, in furtherance of the business of COMPANY, or its affiliates or from any other business or financial opportunity or endeavor in which EMPLOYEE is an active participant and not a passive investor, shall be accepted by EMPLOYEE for the account of COMPANY, and shall be remitted to COMPANY within three (3) days of EMPLOYEE's receipt thereof. (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time and exclusive. During the term of employment3.4 EMPLOYEE may, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be requiredif elected, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as unless expressly approved by the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction Directors of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy ManualCOMPANY, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member director of the board COMPANY. 3.5 The services of directors EMPLOYEE shall be rendered in such places and localities as the COMPANY may require from time to time, and he shall do such traveling on behalf of a corporation or trade associationthe COMPANY as may reasonably be required consistent with the historical requirements of the office of Executive Vice President, so long COO of the COMPANY. 3.6 EMPLOYEE shall comply with all COMPANY policies for the EMPLOYEES; as such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as of the Effective Date, have been reviewed and approved by the Company’s General Counselpolicies may exist from time to time. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-Chief Operating Officer of WORLDSPACE, EXECUTIVE The Executive shall have the duties and responsibilities authority and exercise such powers as are customary for his office and such other duties commensurate with his position as may from time to time be reasonably be assigned to requested of him by the Board of Directors of the Corporation (the "Board"), the Chairman of the Board or vested in EXECUTIVE him by the bylaws of the Corporation. The Executive shall report to the Board, any applicable Committee of the Board consistent with his position. (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time and exclusivethe Chairman of the Board. During the term Term, the Executive shall: (1) devote substantially all of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s his business time, attention, skill, attention and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) abilities to the faithful and diligent performance businesses of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees the Corporation (including its subsidiaries or affiliates, when so required), provided, that EXECUTIVE the Executive may be requiredengage in personal investment, without additional compensationcharitable or community activities and, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the consent of the Board may reasonably require, including, but (which will not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if anyunreasonably be withheld) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have serve on the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member of the board boards of directors of a corporation or trade association, for-profit entities so long as such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVE’s the Executive's duties hereunder, and/or on a prospective basis, as ; (2) faithfully serve the Corporation and use his best efforts to promote and develop the interests of the Effective DateCorporation; and (3) not acquire, have been reviewed and approved directly or indirectly, any interest in any firm, partnership, association or corporation, the business operations of which may in any material manner, directly or indirectly, compete with the trade or businesses conducted by the Company’s General CounselCorporation or any of its subsidiaries, or affiliates, provided that (i) the Executive may beneficially own, directly or indirectly, or exercise control or direction over, the voting securities or publicly traded debt of a publicly traded company which is engaged in any of the foregoing trade or businesses, on the condition that the percentage of such securities owned, controlled or directed by the Executive shall not exceed 5% of the voting securities or 5% of the principal amount of publicly traded debt (as the case may be) of the publicly traded company and (ii) the Executive may own less than 5% of investment partnerships or similar entities so long as they are blind pools. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-(a) During the Term, the Executive shall be employed as Chairman and Chief Operating Executive Officer of WORLDSPACEthe Company and shall be in charge of and responsible for the general and supervisory duties normally and customarily attendant to such office in a business entity of the size and type of the Company as such duties may be reasonably defined by the Board of Directors of the Company (the "Board"). Executive shall also render such other lawful services, EXECUTIVE shall have the duties and responsibilities as may exercise such powers, which are from time to time reasonably be requested of him, assigned to him or vested in EXECUTIVE him by the Board consistent and which are commensurate with his position. (ab) EXECUTIVE’s employment with WORLDSPACE shall The duties of the Executive may be full-changed from time and exclusive. During to time by the term of employmentBoard, EXECUTIVE shallprovided that, except during periods as permitted in accordance with the provisions of vacationSection 7(d) hereof, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it Executive shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housinggiven duties unrelated to, or civic or charitable organization or committeenot generally associated with, or the executive level of his position immediately prior to manage personal investments, or to serve as a member of the board of directors of a corporation or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as of the Effective Date, have been reviewed and approved by the Company’s General Counselchange. (c) The reporting relationships Executive will, to the best of the Executives abilities, in good faith and initial with integrity, devote his full time, attention, energy and skill to the fulfillment of his duties hereunder. The foregoing, notwithstanding, the Executive will be permitted to own, as an inactive investor, securities of EXECUTIVE a corporation whose equity securities are outlined registered under Section 12b or 12g of the Exchange Act, so long as his beneficial ownership in Attachment A.any one such corporation shall not in the aggregate constitute more than five percent (5%) of any class of equity securities of such corporation. (d) The Executive will be subject to such policies and procedures as are from time to time established for employees of the Company generally, except to the extent that such policies or procedures are contrary to the terms of this Agreement or are inconsistent with the Executive's position and duties. (e) It is hereby acknowledged that, subject to Paragraph 9 hereof, the Executive may either presently, or in the future, be involved in charitable or community activities so long as such other activities do not unreasonably interfere with the performance by the Executive of his duties hereunder and do not require more than five percent (5%) of his time during working hours. (f) Except as herein provided, the Company shall not require the Executive to relocate his residence out of the greater Kansas City area in the performance of his duties; provided, however, that the Company shall not be deemed to have required a relocation of his residence in the event the Company would require the Executive to perform his normal duties outside of the greater Kansas City area for less than six months in any calendar year. In the event the Executive is required to relocate beyond 150 miles from the city limits of Kansas City, Kansas, the base compensation of the Executive as set forth in Section 4(a) hereof shall be increased at the reasonable discretion of the Board to the extent necessary to reflect a material increase in the cost of living related to the relocation. In addition, upon any relocation required by the Company, the Company shall reimburse the Executive for all out of pocket expenses incurred by the executive reasonably related to the relocation including but not limited to such expenses as those related to transportation of personal effects, closing costs for a new residence, brokerage fees with respect to the sale of the existing residence, and reasonable hotel accommodations during that period of time reasonably necessary to locate a new residence. In the event that the Executive should fail to close on the sale of his existing residence within a period of six (6) months following the month in which the Company shall have requested the Executive to relocate, the Company, at the request of the Executive, shall purchase such residence from the Executive, on or before the last day of the ninth (9) month following the month in which relocation was requested, for the fair market value of such residence. Fair market value" shall be determined as the average between two appraisals, one obtained from a real estate brokerage firm chosen by the Company and one by a firm chosen by the Executive; both real estate firms shall be prominent firms generally recognized in the immediately surrounding geographic area.

Duties. As Co-Subject to the supervision and control of the Board of Directors of the Company (the “Board”) and the Chief Operating Executive Officer of WORLDSPACEthe Company (the “CEO”), EXECUTIVE Employee shall have do and perform all services and acts necessary or advisable to fulfill the duties and responsibilities of his position including, without limitation, keeping of the books and records of the Company, all accounting, compliance, filings and other activities related to the Company’s status as a publicly-traded company, the management of all day-to-day operations of the Company, and all matters pertaining to the production, distribution, sale and marketing of the Company’s products and services and the employment of the Company’s employees and shall render such services on the terms set forth herein. In addition, Employee shall have such other executive and managerial powers and duties with respect to the Company and its parent, subsidiaries, affiliates and strategic partners as may from time to time reasonably be assigned to or vested in EXECUTIVE him by the Board or the CEO to the extent that such additional executive and/or managerial powers are consistent with his position. (a) EXECUTIVE’s employment Employees powers and duties with WORLDSPACE shall be full-time and exclusiveTrestle prior to September 15, 2005. During the term of employment, EXECUTIVE Employee shall, except during periods of vacation, sick leave, or other duly authorized leave of absencethroughout the Term, devote the whole such portion of EXECUTIVE’s his working time, attention, skillknowledge and skills faithfully and to the best of his ability, and ability during usual business hours (and outside those hours when as shall be reasonably necessary to EXECUTIVE’s the duties hereunder) to the faithful and diligent performance responsibilities of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or his position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction furtherance of the partiesbusiness affairs and activities of the Company and its parent, subsidiaries, affiliates and strategic partners. EXECUTIVE Executive shall comply in all material respects with all applicable policies be entitled to provide his personal services to third parties on behalf of WORLDSPACE Synthetica Ltd., Hall Manor, Inc., Topline Farm Incorporated and ▇▇▇▇▇ ▇▇▇▇ Consulting and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy any of which has been provided to EXECUTIVE. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to their affiliates and may serve as an officer a consultant or director of a cooperative housingotherwise, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member of the board of directors of a corporation other corporations or trade associationother business entities not otherwise in competition with the business of the Company (the “Outside Services”), so long as but in any event only to the extent any such activities (individually or collectively) do services shall not conflict or materially interfere with the full performance of EXECUTIVEhis duties to the Company under this Agreement. Employee hereby represents and warrants that the Outside Services are and shall not be in competition with or related to in any way the business of the Company, and that his Outside Services shall not interfere with the full performance of his duties to the Company. Employee shall at all times be subject to, observe and carry out such rules, regulations, policies, directions, and restrictions as the Board or the CEO may from time to time establish for employees of the Company.” 3. Section 2.3 of the Employment Agreement is hereby deleted. 4. Section 3.1 of the Employment Agreement is hereby amended so that Employee’s duties hereunder, and/or Base Salary pursuant to the Employment Agreement effective on a prospective basisbasis on and after September 15, as of the Effective Date, have been reviewed and approved by the Company’s General Counsel2005 shall be Seventy Five Thousand Dollars ($75,000) per year. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co-(a) Employee shall continue to be nominated as a director of the Company and, subject to Employee’s election thereto by the Board of Directors or the stockholders of the Company, Employee shall be employed as the President and Chief Operating Executive Officer of WORLDSPACEthe Company. In such capacities, EXECUTIVE Employee shall serve as the senior executive officer of the Company and shall have the duties and responsibilities prescribed for such positions by the By-Laws of the Company, and shall have such other duties and responsibilities as may from time to time reasonably be assigned to or vested in EXECUTIVE prescribed by the Board of Directors of the Company or the Executive Committee of the Board of Directors, provided that such duties and responsibilities are consistent with his position. (a) EXECUTIVEEmployee’s employment with WORLDSPACE shall be full-time and exclusiveposition as the senior executive officer. During In the event that during the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVEEmployee’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVEemployment hereunder Employee’s duties hereunder) and responsibilities are expanded or Employee’s title is changed (without reduction in status), then in either or both events the rights and obligations under this Agreement shall not be affected. In the performance of Employee’s duties, Employee shall be subject to the faithful supervision and diligent performance direction of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction Directors of the parties. EXECUTIVE shall comply in all material respects with all applicable policies Company and the Executive Committee of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy Board of which has been provided to EXECUTIVEDirectors. (b) During Subject to the term of employmentEmployee’s employment hereunder, it Employee shall devote Employee’s full working time and effort to the proper performance of Employee’s duties and responsibilities as President and Chief Executive Officer. Employee hereby represents and warrants to the Company that Employee has no obligations under any existing employment or service agreement other than the Original Agreement and that Employee’s performance of the services required of Employee hereunder will not be a violation of conflict with any other existing obligations or commitments. Nothing in this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housingshall preclude Employee from engaging, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member of the board of directors of a corporation or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere consistent with the performance of EXECUTIVEEmployee’s duties and responsibilities hereunder, and/or on a prospective basis, as of the Effective Date, have been reviewed in charitable and approved by the Company’s General Counselcommunity affairs. (c) The reporting relationships Employee shall perform the services contemplated hereunder at the principal executive office of the Company and initial duties at such other locations as may be reasonably necessary to the performance of EXECUTIVE are outlined in Attachment A.such services.

Duties. As Co-Chief Operating Officer a. During the Employment Period, the Employee shall perform such duties and exercise such powers relating to the Company as are commensurate with the office of WORLDSPACE, EXECUTIVE a Senior Vice President and shall have the such other duties and responsibilities powers as may the Board of Directors or Management shall from time to time reasonably be assigned assign to or vested him, including by way of example, but not limitation, duties with respect to any of the Company’s associated companies. As used in EXECUTIVE this Agreement, the term “Associated Companies” shall mean any company (i) of which not less than fifty (50%) percent of the equity is beneficially owned by the Board consistent with his positionCompany or (ii) any subsidiary of such company, if any. (a) EXECUTIVE’s b. During the Employment Period, the Employee shall devote all of his working time during normal business hours and his best efforts and ability to the business of the Company, shall faithfully and diligently perform the duties of his employment with WORLDSPACE the Company and shall do all reasonably in his power to promote, develop and extend the business of the Company. c. During the Employment Period, the Employee shall not, except as a representative of the Company or with the written consent of the Company, be directly or indirectly engaged, concerned or interested in the conduct of any other business competing or likely to compete with the Company; provided, that notwithstanding anything contained in this Agreement to the contrary, the Employee shall not be precluded from devoting a reasonable amount of his time to: i. Serving with the prior written approval of the Company as a director or member of a committee of any organization involving no conflict of interest with the business of the Company; and ii. Managing his personal investments; provided, that such activities shall not materially interfere with the Employee’s performance of his duties hereunder; d. The Employee shall be full-time and exclusive. During employed at the term offices of employmentthe Company located in Elmwood Park, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote New Jersey; provided that the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE Employee acknowledges and agrees that EXECUTIVE the proper performance of these duties may be required, without additional compensation, make it necessary to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director spend reasonable periods of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement time in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction other parts of the parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVEcountry. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member of the board of directors of a corporation or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as of the Effective Date, have been reviewed and approved by the Company’s General Counsel. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.

Duties. As Co2.1 Without prejudice to the duties imposed by law, the Executive shall, to the best of his/her ability, promote, develop and further the interests of the Company, comply with all applicable legal requirements and the Company’s applicable policies and procedures that have been furnished to him/her, and, subject to the terms of this Agreement, shall devote sufficient working time to the business and the affairs of the Company. This Agreement shall not be construed as preventing the Executive from engaging in other pre-approved business activities, charitable and community affairs, participating in industry trade association activities, or giving attention to his/her or his/her family’s passive investments, provided that such activities do not unreasonably interfere with the Executive’s duties and responsibilities to the Company. Passive investments shall mean publicly traded stocks, bonds, retirement funds or other similar investments, including investments in privately held companies so long as any such investment does not require any material amount of time or attention of the Executive during the work day. 2.2 The Executive shall report to the Chief Operating Executive Officer of WORLDSPACEthe Company (“CEO”) and the Executive shall perform such duties and exercise his/her powers, EXECUTIVE shall have authorities and decisions, consistent with his/her position as the Executive as well as any such other duties and responsibilities as may determined by the CEO or the Company’s Board of Directors (the “Board”) from time to time reasonably be assigned time, within/under the conditions and restrictions, delegated to or vested in EXECUTIVE the CFO by the Board consistent CEO or the Board. The Executive shall also interface, as required or requested, with his positionthe Audit Committee of the Board. (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time and exclusive. During the term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) 2.3 Subject to the faithful directives of the CEO and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement Agreement, the Executive shall do all acts and things in the event concerns ordinary course of business of the Company consistent with respect such an assignment raised in writing by EXECUITVE have not been resolved his/her position as Executive, which may be necessary or conducive to the mutual satisfaction interest of the parties. EXECUTIVE shall comply Company and in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in particular, but without prejudice to the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member generality of the board foregoing, the Executive shall be responsible for the day-to-day advancement of directors of a corporation or trade association, so long as such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVE’s duties hereunder, and/or on a prospective basis, as of the Effective Date, have been reviewed and approved by the Company’s General Counselbusiness goals and activities within his/her area of responsibility, and shall participate as part of executive management of the Company. (c) 2.4 The reporting relationships day-to-day responsibilities of the Executive do not include decisions/acts, which, compared to the business of the Company or the specific situation of the Company, are considered outside of the ordinary conduct of business and initial duties reasonably would be expected to have material impact on the business of EXECUTIVE are outlined the Company. Such decisions/acts must always be submitted to the Board for prior approval, unless such approval cannot be awaited without the business of the Company being subject or exposed to a material adverse impact therefrom. In the event that prior approval has not been obtained, the Board must be informed in Attachment A.writing of any decisions/acts made as soon as practicable. 2.5 The Executive shall be responsible, as soon as practicable after he/she becomes aware thereof, for adequately informing the Board or the Audit Committee of any facts that reasonably would be expected to have a material impact on the Company’s business activities and that have not previously been disclosed to the Board.

Duties. As Co-Chief Operating Officer of WORLDSPACEEmployee shall be employed by the Company as the CFO. In addition, EXECUTIVE Employee shall have such other authorities, responsibilities and duties of an executive, managerial or administrative nature as determined by the President and CEO and the board of directors (the “Board”) of the Company from time to time. In this role, Employee shall report to the President and CEO of the Company. Employee shall at all times comply with the reasonable policies and procedures of the Company and its respective subsidiaries and affiliates (individually, a “Company Group Member,” and collectively, the “Company Group”) as in effect from time to time. While employed hereunder, Employee shall devote his full time and attention during normal business hours to the business affairs of the Company or any Company Group Member and use Employee’s best efforts to perform faithfully and effectively Employee’s duties and responsibilities as may from time and Employee shall not engage, directly or indirectly, in any other business or businesses, whether or not similar to time reasonably be assigned to or vested in EXECUTIVE by the Board consistent with his position. (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time and exclusive. During the term that of employment, EXECUTIVE shallany Company Group Member, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote with the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction prior consent of the partiesPresident and CEO and/or the Board. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVE. (b) During the term of employment, it It shall not be a violation of this Agreement the immediately preceding sentence for EXECUTIVE Employee to (i) serve as an officer or director of a cooperative housing, or on civic or charitable organization boards or committeecommittees, or to (ii) manage personal investments or (iii) manage personal franchise investments, or to serve as a member of the board of directors of a corporation or trade association, in each case so long as such activities (individually or collectively) do not conflict or materially interfere with the performance of EXECUTIVEEmployee’s duties hereunder, and/or on a prospective basis, and responsibilities as an employee of the Effective DateCompany under this Agreement, have been reviewed are not competitive with the business of any Company Group Member, do not create a potential business or fiduciary conflict of interest, or, in the case of (ii) above, do not or would not result in any violation of the Company Group’s investment-related policies, practices or restrictions applicable to similarly situated executive-level employees of the Company or applicable federal, state or local law, rules or regulations promulgated thereunder. Employee acknowledges and approved by agrees that Employee owes a fiduciary duty of loyalty to act at all times in the Companybest interests of the Company Group. In keeping with such duty, Employee shall make full disclosure to the Company of all business opportunities pertaining to the business of any Company Group Member and shall not appropriate for Employee’s General Counselown benefit business opportunities concerning the business of any Company Group Member. (c) The reporting relationships and initial duties of EXECUTIVE are outlined in Attachment A.