Common use of Duties Clause in Contracts

Duties. Employee hereby agrees to perform such duties as are customarily associated with and incidental to the position described in Section 2 and as may be assigned to him/her from time to time by the employees of the Company to whom Employee is responsible. (a) Employee shall devote substantially all his/her full business time and efforts to the business and interest of the Company. (b) During the term of this Agreement, Employee shall not engage in any activity that would be inconsistent with such duties or with the objectives and business of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to the Company, and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Company. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.

Duties. Employee hereby agrees to perform The Company shall employ the Executive, and the Executive shall serve, as Chief Executive Officer of the Company during the Employment Term (as hereinafter defined), and shall devote his full working time toward the performance of such duties and responsibilities as are customarily associated with provided for in the Company’s By-Laws, and incidental to the position described in Section 2 such other duties and responsibilities as may be assigned to him/her from time to time be prescribed by the employees Company’s Board of the Company to whom Employee is responsible. (a) Employee shall devote substantially all his/her full business time and efforts to the business and interest Directors which are consistent with his position as Chief Executive Officer of the Company. (b) ; 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 or compromise his ability to perform his duties hereunder. The Company shall use its best efforts to cause the Executive to be a 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-Laws or take any other action to reduce the scope of the Executive’s authority and responsibilities, unless he shall otherwise consent, or except as otherwise provided in this Agreement. During the term Employment Term and for a period of this Agreementtwo years after the Employment Term (the “Non-Competition Period”), Employee the Executive shall not engage in any activity that would be inconsistent with such duties not, directly or with indirectly, without the objectives and business prior consent of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to the Company, and shall refrain from such participation until Employee obtains the written consent Audit Committee of the Company’s General CounselBoard of Directors, which shall not as owner, partner, joint venturer, shareholder, employee, corporate officer or director, engage or become financially interested in, be unreasonably withheld employed by, or delayed. It shall not be considered a violation of render consulting services to any business in direct competition with any business engaged in during the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Company. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established Employment Term by the Company or its subsidiaries or affiliates (collectively, the “G-III Group”) in any geographic area where, during the term of his employment, the business of the G-III Group is being conducted; provided; however, that the Executive may own any securities of 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 four percent of any class of stock or securities of such company. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period (i) request or cause any customers, suppliers, licensees or licensors with whom the G-III Group has a business relationship to cancel or terminate any such business relationship with any member of the G-III Group or (ii) solicit, interfere with, entice from time to timeor hire from any member of the G-III Group any employee of any member of the G-III Group.

Duties. Employee hereby agrees to (a) Executive shall perform such reasonable duties and functions as are customarily associated with and incidental to the position described in Section 2 and as may be assigned to him/her from time to time by the employees President of the Company may lawfully assign to whom Employee is responsible. him, such duties being commensurate with the duties customarily performed by vice president—chief financial officers of companies, and Executive shall comply in the performance of his duties with the policies of the Chief Executive Officer, the Board of Directors of the Company (athe “Company Board”) Employee shall devote substantially all his/her full business time and efforts the GP Board, and be subject to the business and interest direction of the CompanyChief Executive Officer, President, the Company Board and the GP Board. Executive shall also serve, without additional compensation, as Vice President—Chief Financial Officer of the General Partner, Parent, the Partnership and each subsidiary of the Partnership and the General Partner. At the request of the GP Board, Executive shall serve as an executive officer, director and manager of any other member of the US Shipping Group without additional compensation and, in the performance of such duties, Executive shall comply with the policies of the board of directors or board of managers of each such entity. (b) During the term Employment Term, Executive shall devote all of this Agreementhis business time and attention, Employee shall not engage in any activity that would be inconsistent with such duties or with reasonable vacation time and absences for sickness excepted, to the objectives and business of the Company Company, as necessary to fulfill his duties. Executive shall perform the duties assigned to him with fidelity and shall diligently perform his/her obligations to the best of his ability. Notwithstanding anything herein to the contrary, Executive may engage in other activities so long as such activities do not unreasonably interfere with Executive’s performance of his duties hereunder and discharge his/her duties under this Agreementdo not violate Section 9 hereof. (c) If Employee desires Nothing contained in this Section 6 or elsewhere in this Agreement shall be construed to participate prevent Executive from investing or trading in any outside businessnon-competing investments as he sees fit for his own account, he/she shall disclose his/her interest in writing to the Companyincluding real estate, and shall refrain from such participation until Employee obtains the written consent stocks, bonds, securities, commodities or other forms of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Companyinvestments. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.

Duties. Employee hereby agrees to perform such duties as are customarily associated with and incidental (a) The provisions of this Section 2 shall be subject to the position described in Section 2 Company’s Articles of Incorporation, Bylaws (including without limitation the provision that the business and as may be assigned to him/her from time to time by the employees affairs of the Company to whom Employee is responsible. shall be managed by its Board of Directors (athe “Board”)) Employee shall devote substantially and all his/her full business time other applicable governing documents and efforts to the business policies (including without limitation committee charters and interest of the Company’s Governance Policy, Code of Business Conduct and Ethics and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy), as well as all applicable laws, regulations and requirements of Nasdaq Stock Market LLC and/or any other securities exchange on which the Company’s securities are listed or traded. (b) During ▇▇▇▇▇▇▇▇▇ shall be authorized to make decisions with respect to all aspects of the term management and operation of this Agreementthe Company’s business, Employee including without limitation organization and human resources, marketing and sales, logistics, finance and administration and such other areas as he may identify, in such manner as he deems necessary or appropriate in his reasonable judgment in a manner consistent with the business judgment rule and the provisions of applicable law. ▇▇▇▇▇▇▇▇▇ shall not engage have any authority to make decisions with respect to hiring, appointing or terminating officers, executing transactions or otherwise committing the Company or its resources other than in the ordinary course of business unless approved in writing by the Board. For the avoidance of doubt, ▇▇▇▇▇▇▇▇▇ shall not have any activity that would authority to make decisions with respect to employee compensation, equity grants or similar awards, or mergers or acquisitions unless approved in writing by the Board. All decisions of ▇▇▇▇▇▇▇▇▇ shall be inconsistent with such duties or discussed to the extent ▇▇▇▇▇▇▇▇▇ deems reasonably appropriate with the objectives member or members of the Company’s management that ▇▇▇▇▇▇▇▇▇, in the exercise of reasonable judgment, determines to be appropriate prior to the implementation of such decisions and business shall be implemented by the management of the Company (other than ▇▇▇▇▇▇▇▇▇), and any dispute between such management and ▇▇▇▇▇▇▇▇▇ regarding the implementation of such decisions shall diligently perform his/her obligations and discharge his/her duties under this Agreementbe resolved definitively by the Board. (c) If Employee desires ▇▇▇▇▇▇▇▇▇ shall be obligated to participate furnish such hours of service at such locations as he deems necessary in any outside businesshis reasonable discretion to perform his duties hereunder. Consequently, he/she shall disclose his/her interest in writing to the Company, it is hereby understood and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counsel, which agreed that Wanserski shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee required to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed devote his full time to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Companythis engagement. (d) Employee acknowledges In undertaking to provide the receipt services set forth herein, W&A and ▇▇▇▇▇▇▇▇▇ do not guarantee or otherwise provide any assurances of success in building the Company’s operational and financial health and stability and the Company’s obligation to provide the compensation specified under Section 4 hereof shall not be conditioned upon any particular results being obtained hereunder. (e) In view of the Company’s Employee Manualpresent circumstances, the Company acknowledges that ▇▇▇▇▇▇▇▇▇ may be required to make decisions with respect to extraordinary measures quickly and that the depth and scope of analysis of the information on which such decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. In addition to the right to rely on certain information, opinions, reports, or statements, including financial statements and other financial data, in the ordinary course of business as provided for in Section 33-8-420(b) of the South Carolina Code of Ethics and Stock Trading PolicyLaws of 1976, the terms of which Employee understands and agrees as amended, ▇▇▇▇▇▇▇▇▇ shall be entitled, in performing his duties hereunder, to be bound. Employee shall adhere rely on information disclosed or supplied to all other written policies, rules and regulations established him by the Company from time to timeCompany’s management without further verification or warranty of accuracy or validity. (f) ▇▇▇▇▇▇▇▇▇ shall keep the Board fully apprised of his findings, plans and activities.

Duties. Employee hereby agrees During the Term, Executive shall be employed by the Company as the Company's Executive Vice President and Chief Financial Officer and, as such, Executive shall faithfully and to the best of his ability perform for the Company the duties of such offices and shall perform such other duties of an executive, managerial or administrative nature, which are consistent with such offices, as are customarily associated with shall be specified and incidental to the position described in Section 2 and as may be assigned to him/her designated from time to time by the employees Board of Directors of the Company (the “Board”), and as an officer, manager, agent, director or other representative with respect to whom Employee any subsidiary, affiliate or joint venture of the Company (each a “Subsidiary”) consistent with Executive's position; provided, however, that Executive's service in such positions with any Subsidiary that is responsible. not majority owned by the Company shall be subject to the mutual agreement of Executive and the Company. Executive shall report to the Chief Executive Officer. Executive shall devote his business time and effort exclusively to the performance of his duties hereunder and shall not be employed by, or provide business services to, any other person or entity. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (a) Employee shall devote substantially all his/her full business time engaging in personal investment activities for Executive and efforts his family that do not give rise to any conflict of interests with the business and interest of the Company. Company or its affiliates; (b) During continuing to serve in directorships that Executive serves in at the term of this Agreement, Employee shall not engage in any activity that would be inconsistent with such duties or with the objectives and business time of the Effective Date and that have been disclosed to the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. prior to the Effective Date; (c) If Employee desires subject to participate in any outside businessprior approval of the Board, he/she shall disclose his/her interest in writing accepting directorships unrelated to the Company, Company that do not give rise to any conflict of interests with the Company or its affiliates; and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, (d) engaging in charitable and civic or charitable boards or committeesactivities, so long as such activities are disclosed to the Companyand outside interests described in clauses (a), and(b), (c) and (d) hereof do not interfere, in the reasonable discretion of the Company’s General Counsel from time-to-timeany material respect, do not interfere with the performance of Executive's duties hereunder. Executive shall perform his duties at the Employee’s duties for principal office of the Company. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.

Duties. The Employee hereby agrees to shall be employed as the Chief Financial Officer of the Company, shall faithfully and competently perform such duties as are customarily associated with and incidental to the inhere in such position described in Section 2 and as may be assigned to him/her from time to time by are specified in the employees of the Company to whom Employee is responsible. (a) Employee shall devote substantially all his/her full business time and efforts to the business and interest of the Company. (b) During the term of this Agreement, Employee shall not engage in any activity that would be inconsistent with such duties or with the objectives and business Bylaws of the Company and shall diligently also perform his/her obligations and discharge his/her such other executive employment duties under this Agreement. (c) If and responsibilities as the CEO of the Company shall from time to time determine. The Employee desires shall perform his duties principally at the executive offices of the Company, with such travel to participate such other locations from time to time as the CEO of the Company may reasonably prescribe. Except as may otherwise be approved in any outside business, he/she shall disclose his/her interest in writing to advance by the CEO of the Company, and except during vacation periods and reasonable periods of absence due to sickness, personal injury or other disability or non-profit public service activities, the Employee shall refrain from such participation until devote his full time throughout the Employment Term to the services required of him hereunder; The Employee obtains shall render his business services exclusively to the written consent Company (which term includes any of its subsidiaries or affiliates). During the Employment Term, the Employee shall use his best efforts, judgment and energy to improve and advance the business and interests of the Company’s General CounselCompany in a manner consistent with the duties of his position. Notwithstanding the foregoing, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee shall be entitled to serve on professional, civic or charitable boards or committees, participate as a director and investor in other business enterprises and to engage in activities related thereto so long as such participation and activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance (i) involve a substantial amount of the Employee’s 's time, (ii) impair the Employee's ability to perform his duties for under this Agreement or (iii) violate the Companyprovisions of Section 12 of this Agreement. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.

Duties. Employee hereby agrees During the Term, the Executive shall serve as Vice Chairman of the Board of Directors of the Parent (the “Board of Directors”), reporting directly to the Chairman of the Board of Directors, Vice Chairman of the Board of Managers of the Company (the “Board of Managers”), and President of ▇▇▇▇▇ & Company Financial Limited and President and Chief Executive of the European Business, reporting directly to the Chief Executive Officer of the Parent. The Executive shall faithfully perform for the Parent and the Company the duties customarily attendant to Executive’s position of said offices and shall perform such other duties as are customarily associated with and incidental of an executive, managerial or administrative nature related to the position described in Section 2 European Business as shall be reasonably specified and as may be assigned to him/her reasonably designated from time to time by the employees Board of Directors and/or the Company Board of Managers. Executive shall be required to whom Employee is responsible. (a) Employee shall devote substantially all his/her full business time and efforts to the business and interest perform such other duties of the Company. (b) During the term of this Agreementan executive, Employee shall not engage in any activity that would be inconsistent with such duties managerial or with the objectives and business of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing administrative nature related to the Company’s non-European Business reasonably specified and reasonably designated from time to time by the Board of Directors and/or the Board of Managers, and shall refrain from provided that Executive consents to such participation until Employee obtains the written other duties (such consent of the Company’s General Counsel, which shall not to be unreasonably withheld or delayed). It For purposes of this Agreement, the term “European Business” shall not be considered a violation mean all of the foregoing for business of the Employee Company originating in, arising out of, or related to serve on professionalEurope, civic or charitable boards or committeesincluding, so long as such activities are disclosed to the Companywithout limitation, and, in the reasonable discretion of the Company’s General Counsel from time-to-timecapital markets business (sales and trading of securities as well as investment banking), do not interfere with the performance of the Employee’s duties for the Company. (d) Employee acknowledges the receipt of the Company’s Employee Manualasset management business (managing assets through listed and private companies, Code of Ethics funds, managed accounts and Stock Trading Policycollateralized debt obligations, including but not limited to Dekania Europe CDO I plc, Dekania Europe CDO II plc, Dekania Europe CDO III plc, and Munda CLO I BV), the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policiesCompany’s principal investing business (investments in the investment vehicles, rules and regulations established by primarily those that the Company from time to timemanages), and any other business in which the Company may engage.

Duties. Employee hereby agrees to During the Term, Executive shall serve on a full-time basis and perform such duties as are customarily associated services in a capacity and in a manner consistent with and incidental to the Executive’s position described in Section 2 and as may be assigned to him/her from time to time by the employees of the Company to whom Employee is responsible. (a) Employee shall devote substantially all his/her full business time and efforts to the business and interest of for the Company. (b) During . Executive shall have the term title of this Agreement, Employee shall not engage in any activity that would be inconsistent with such duties or with the objectives and business Chief Executive Officer of the Company and shall diligently perform his/her obligations have such duties, authorities and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside business, he/she responsibilities as are consistent with such position. Executive shall disclose his/her interest in writing report directly to the CompanyBoard. Executive shall devote all of Executive’s business time and attention (excepting vacation time, holidays, sick days and shall refrain from such participation until Employee obtains the written consent periods of disability) and Executive’s best efforts to Executive’s employment and service with the Company’s General Counsel; provided, which however, that this Section 2 shall not be unreasonably withheld interpreted as prohibiting Executive from (i) managing Executive’s personal investments (so long as such investment activities are of a passive nature), (ii) engaging in charitable or delayed. It shall not be considered a violation civic activities, or (iii) participating on boards of the foregoing for the Employee to serve on professional, civic directors or charitable boards or committeessimilar bodies of non-profit organizations, so long as (A) such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not (a) interfere with the performance of the EmployeeExecutive’s duties for the Company. and responsibilities hereunder, (db) Employee acknowledges the receipt of create a fiduciary conflict, or (c) with respect to (ii) and (iii) only, detrimentally affect the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established reputation as reasonably determined by the Company in good faith, and (B) Executive complies with the Code of Business Conduct and Ethics, as amended from time to time. The Company acknowledges and agrees that Executive’s continued service on such boards shall not be deemed to violate the provisions of this Agreement, including without limitation the provisions of Section 8 hereof. If requested, Executive shall also serve as an executive officer and/or member of the board of directors of any entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Company (an “Affiliate”) without additional compensation. During the Term, the Company shall cause the Executive to continue to be nominated for election as a member of the Board and appointed Chairman of the Board.

Duties. 3.1 The Employee hereby agrees to shall serve as President of Technology and CEO of Coda Octopus Products Inc. 3.2 The broad terms of the role description for the Appointment is set forth in Schedule 1 hereto. Notwithstanding the description set forth in Schedule 1 and unless otherwise agreed in writing with the Company Board, the Employee shall perform such all duties as are customarily associated consistent with this position and incidental such other duties that the Company may reasonably assign to the position described in Section 2 and as may be assigned to him/her Employee from time to time by time. 3.3 During the employees of Appointment the Company to whom Employee is responsible.shall: (a) Employee shall devote substantially all his/her full business time and efforts to the business and interest of act as a director the Company.; (b) During comply with the term bye-laws of this Agreementthe Company (as amended from time to time) and Group companies which he is a Director; (c) abide by any statutory, Employee shall fiduciary or common-law duties to the Company and Group companies to which he is a serving Director; (d) not engage do anything that would cause him to be disqualified from acting as a director in any activity of the jurisdictions that would be inconsistent with such duties the Parent Company or with Company has its Subsidiaries; (e) unless prevented by Incapacity, devote the objectives whole of his or her time, attention and abilities to the business of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreementthe Group. (cf) If diligently exercise such powers and perform such duties as may from time to time be assigned to him by the Company; (g) comply with all reasonable and lawful directions given to his or her by the Company; (h) use his or her best endeavours to promote, protect, develop and extend the business of the Company and the Group. 3.4 The Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing consents to the Company, Company monitoring and shall refrain from such participation until Employee obtains the written consent recording any use that she makes of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing electronic communications systems for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion purpose of ensuring that the Company’s General Counsel from time-to-time, do not interfere rules are being complied with the performance of the Employee’s duties and for the Companylegitimate business purposes. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. 3.5 The Employee shall adhere to all other written policies, rules and regulations established by comply with any electronic communication systems policy that the Company may issue from time to time. 3.6 The Employee shall comply with any rules, policies and procedures set out in the Staff Handbook. To the extent that there is any conflict between the terms of this agreement and the Staff Handbook, this agreement shall prevail. 3.7 All documents, manuals, hardware and software provided for the Employee’s use by the Company, and any data or documents (including copies) produced, maintained or stored on the Company’s computer systems or other electronic equipment (including mobile phones), remain the property of the Company.

Duties. Employee hereby agrees to During the Employment Term, ▇▇▇▇▇▇▇▇▇ shall faithfully perform such the duties as are customarily associated with of President and incidental Chief Executive Officer to the position described in Section 2 best of his ability and as may be assigned to him/her from time to time by the employees of the Company to whom Employee is responsible. (a) Employee shall devote substantially all his/her full business of his working time and efforts to the business and interest affairs of the Company. ; provided, however, that he may also (a) serve on such boards of a reasonable number of other business entities, trade associations and/or charitable organizations as the Board of Directors of the Company (the "Board") may reasonably approve, (b) During the term of this Agreement, Employee shall not engage in any activity charitable activities and community affairs and (c) manage his personal investments and affairs, provided that would be inconsistent with such duties or activities do not interfere with the objectives proper performance of his duties and business of the Company and shall diligently perform his/her obligations and discharge his/her duties responsibilities under this Agreement. (c) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to the Company, ; and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to further provided that ▇▇▇▇▇▇▇▇▇ may serve on professional, civic or charitable boards or committees, the board of directors of ▇▇▇▇▇▇ Innovative Software ("▇▇▇▇▇▇") so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the proper performance of his duties and responsibilities under this Agreement and so long as ▇▇▇▇▇▇▇▇▇ is not involved in the Employee’s day to day activities of ▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇▇ shall report solely to the Board, shall have the authority and responsibilities customarily associated with the positions of President and Chief Executive Officer of a publicly held corporation, and shall perform such duties for relating to the Company. (d) Employee acknowledges the receipt management and operations of the Company’s Employee Manual, Code of Ethics and Stock Trading Policyconsistent with the foregoing, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company as may from time to timetime be assigned to him by the Board. ▇▇▇▇▇▇▇▇▇ shall not be assigned duties or responsibilities materially inconsistent with the foregoing duties and responsibilities provided that in the event ▇▇▇▇▇▇▇▇▇ is assigned duties which he believes are materially inconsistent with such duties, he shall provide to the Board written, detailed notice of such inconsistencies, whereupon the Board, without causing a breach of this Agreement with respect thereto, shall have 10 days within which to make an appropriate adjustment to eliminate any duties which it determines to be inconsistent with such duties.

Duties. Employee hereby agrees to perform such duties as are customarily associated with and incidental to the position described in Section 2 and as may be assigned to him/her from time to time by the employees of the Company to whom Employee is responsible. (a) Employee shall devote substantially all his/her full business time and efforts to Executive will be responsible for the business and interest operations of CIRM, as a wholly-owned subsidiary of the Company, and shall have such operational duties, authority and responsibilities commensurate with running a wholly-owned subsidiary of the Company, including, but not limited to management of the operations, personnel, profit and loss and budget of CIRM as well as manage future acquisitions of ARM platforms. (b) The Company agrees that all department and management level employees of CIRM (e.g., Human Resources, Systems, Compliance, Client Relations) shall continue to report directly to Executive. CIRM and CIRM's employees shall work directly with the Company's corporate personnel staff on issues pertaining to public company-wide compliance, as well as on mutually agreed-upon goals. (c) During the term of this Agreement, Employee shall not engage in any activity that would be inconsistent with the Executive shall, unless prevented by incapacity, devote substantially all of his time, attention and ability to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board and/or the Chief Executive Officer of the Company, such duties to be consistent with his position. The Executive shall obey the objectives lawful and business reasonable directions of the Board and Chief Executive Officer and shall use his diligent efforts to promote the interests of the Company and shall diligently perform his/her obligations to maintain and discharge his/her duties under this Agreementpromote the reputation thereof. (cd) If Employee desires to participate in any outside businessThe Executive shall not, he/she shall disclose his/her interest in writing to during his term of employment (except as a representative of the Company, and shall refrain from such participation until Employee obtains Company or with the prior written consent of the Chief Executive Officer), be directly or indirectly engaged or concerned or interested in any other business or commercial activity, except through ownership of an interest of not more than five percent (5%) in any entity that does not compete with the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of . (e) Notwithstanding the foregoing for provisions, the Employee Executive shall be entitled to serve on professionalin various leadership capacities in civic, civic charitable and professional organizations or charitable boards or committeesmanaging the Executive's personal and family passive investments; provided in each case, so long as and in the aggregate, that such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not materially conflict or interfere with the performance of the Employee’s Executive's duties for hereunder. The Executive recognizes that his primary and paramount responsibility is to the Company. (df) Employee acknowledges The Executive shall be based in the receipt of Buffalo, New York area, except for required travel on the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time's business.

Duties. During the Term of Employee’s employment by Employer: a. Employee hereby agrees to perform shall have the position of Co-President, Co-Chief Operating Officer, Managing Director and Partner of Carlyle and will have full authority consistent with such duties as are customarily associated with and incidental position,. Employee will report directly to the position described in Section 2 and as may be assigned to him/her from time to time by the employees co-Chief Executive Officers of the Company Carlyle. Upon employment, Employee will also be appointed to whom Employee is responsibleand become a member of Employer’s Executive Group and Management Committee. (a) b. Employee shall devote substantially all his/her Employee’s energies, attention, reasonable best efforts and full and exclusive business time and efforts to the business and affairs of Employer, provided, however, that nothing in this Agreement shall preclude Employee from engaging in (i) personal investment activities (subject to Carlyle’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and conflict of interest policies), (ii) activities consented to by Employer pursuant to Section 2f below, (iii) serving as a member of the Company. (b) During the term board of this Agreement, Employee shall not engage in any activity that would be inconsistent with such duties or with the objectives and business directors of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. companies named on Exhibit A hereto, if any, or (civ) If Employee desires to participate in any outside businesscharitable, he/she shall disclose his/her interest in writing to the Companyprofessional, and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counselcommunity activities, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, in each case so long as such activities are disclosed do not materially conflict or interfere with the proper performance of Employee's duties hereunder. c. Employee acknowledges and agrees that during the Term Employee owes a fiduciary duty of loyalty, fidelity, and allegiance to act at all times in the Companybest 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, in during the reasonable discretion Term, Employee shall not appropriate for Employee's own benefit business opportunities concerning the subject matter of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Companyfiduciary relationship. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. d. Employee shall adhere to at all other written policiestimes materially comply with (i) all applicable laws, rules and regulations established by 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 Carlyle and Employer that are applicable to Employee in the Company from time 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 timeany 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. Employee hereby agrees 4.1 Subject to Clause 6.1 below, the Executive shall be employed in the position of [office] in which capacity he shall devote such time, attention and skill as is necessary in order to fulfill his duties hereunder, and shall at all times during such employment act in the interests of the Company and its Associated Companies, and shall faithfully and diligently perform such duties as are customarily associated with and incidental to the position described in Section 2 and exercise such powers consistent therewith as may be assigned to him/her from time to time be assigned to or vested in him by the employees of the Company to whom Employee is responsible. (a) Employee shall devote substantially all his/her full business time and efforts to the business and interest of Board or the Company. (b) During 4.2 The Executive shall fulfill the term reasonable and lawful orders of this Agreementthe Board, Employee shall not engage in any activity that would be inconsistent with such duties given by or with the objectives authority of the Board provided such orders comply with recognizable pertinent ethical standards in effect at such time, and shall comply with all the Company's rules, regulations, policies and procedures from time to time in force. 4.3 The Executive may be required in pursuance of his duties hereunder to perform services not only for the Company but also for any Associated Company and, without further remuneration (except as otherwise agreed), to accept any such office or position in any Associated Company which is consistent with his position with the Company, as the Board or the Company may from time to time reasonably require, provided that such office and/or position does not inhibit the Executive from performing his duties hereunder or entail services which are well beyond his duties hereunder (in which event the parties shall mutually agree to acceptable additional remuneration in connection with such position and/or office). 4.4 The Executive will keep the [Chief Executive Officer/Board of Directors] promptly and fully informed (in writing if so requested) of his conduct of the business or affairs of the Company and shall diligently perform hisany Associated Company and provide such explanations as the [CEO/her obligations and discharge his/her duties under this AgreementBoard] may require in connection therewith. (c) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to the Company, and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Company. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.

Duties. (a) The Employee hereby agrees to shall perform such the following duties as are customarily associated in connection with and incidental his employment, all of which shall be subject to the position described paramount directions of the Board of Directors: (i) To serve as "Chairman of the Board of Directors"; and (ii) To assist the Company in Section 2 its business affairs and scientific dealings relating to the development, testing, registration, manufacturing, licensing, marketing, and selling of pharmaceutical products, as well as in the Company's dealings with other companies, its regulatory affairs, banking and other financial institutions and other groups and institutions; and (iii) To undertake such specific assignments, consistent with his office and position, as may be assigned given to him/her him from time to time by the employees Board of Directors; and (iv) To continue to serve as a director of the Company Company, and then as, if and when so re-elected to whom Employee is responsible. (a) Employee shall devote substantially all his/her full business time continue to serve as a director of the Company, and efforts also if so elected, to the business and interest serve as a director of any subsidiary or affiliate of the Company. (b) During Employee shall devote his best efforts and skills to the term affairs of the Company, and to the performance of the duties set forth in this AgreementArticle 5, on a substantially full-time basis. The Employee shall not engage in any activity that would be inconsistent with such duties or with the objectives and business of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside businessbusiness activity that will either (i) interfere with, he/she shall disclose his/her or (ii) be a conflict of interest in writing to the Company, and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Company. (d) Employee acknowledges the receipt of the Company’s Employee Manual's duties, Code of Ethics activities and Stock Trading Policyemployment pursuant to this Agreement. The foregoing notwithstanding, the terms of Employee has disclosed to the Company his other outside business interests ("Outside Business Interests") which Employee understands are listed on Schedule "1" hereto and the Company with this full knowledge has consented to the Employee's continuance thereof. Moreover, the Company agrees to permit the Employee to involve himself in other similar Outside Business Interests, on condition that they similarly be bounddisclosed and are added to Schedule "1" prior to their being commenced. The Employee shall adhere may also invest his assets and devote such reasonable time as is necessary to all other written policiesdo so, rules so as to manage, protect and regulations established by support the Company from time to timeprofitability of those invested assets.

Duties. Employee hereby agrees to During the Term, the Executive shall be employed as Executive Chairman of the Board of Directors of the REIT and Executive Officer of the Operating Partnership, and, as such, the Executive shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as are customarily associated with shall be specified and incidental to the position described in Section 2 and as may be assigned to him/her designated from time to time by the employees Board of Directors of the Company to whom Employee is responsible. REIT (athe “Board”) Employee or the General Partner of the Operating Partnership (the “General Partner”) (including, without limitation, the performance of duties for affiliates and subsidiaries of the Company). The Executive shall devote substantially all his/her full of his business time and efforts effort to the business and interest performance of the Company. (b) During the term of this Agreementhis duties hereunder; provided that, Employee shall not engage in any activity that would be inconsistent with such duties or with the objectives and business of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to the Company, and shall refrain from extent such participation until Employee obtains the written consent of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long Activities (as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, defined below) do not interfere with the performance of Executives ability to perform his duties hereunder, (i) the Employee’s duties for Executive shall not be prohibited from (A) performing personal and charitable activities, (B) providing services to The Fork and (C) engaging in any other business interests as may be approved by the Company. Board or the General Partner (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics each an “Activity” and Stock Trading Policycollectively, the terms of which Employee understands “Activities”). The parties acknowledge and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by agree that the Company Executive may from time to timetime perform his duties hereunder from his personal office located at The Fork. Notwithstanding the foregoing, unless otherwise consented to by the parties hereto, in the event of any termination of employment with either the REIT or the Operating Partnership at a time when the REIT and the Operating Partnership are affiliates, then such termination will be considered to be a termination of such employment with the Company. Nothing herein shall restrict the ability of the Operating Partnership from classifying the Executive as a non-employee service provider thereto for tax-administrative purposes, for purposes of employee benefit plans and programs and for such other purposes as it may deem appropriate.

Duties. 4.1 The Employee hereby 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 to perform 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 duties as are customarily associated with and incidental insurance to the position described in Section 2 and as may be assigned to him/her from time to time by Employee if so requested. 4.3 During the employees of Appointment the Company to whom Employee is responsible.shall: (a) Employee shall devote substantially all his/her full business time and efforts to the business and interest act as a director of the Company.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) During comply with the term articles of this Agreementassociation (as amended from time to time) of any Group Undertaking of which he is a director; (c) abide by any statutory, Employee shall fiduciary or common-law duties of any Group Undertaking of which he is a director; (d) not engage in any activity do anything that would cause him to be inconsistent with such duties or disqualified from acting as a director; (e) comply with the objectives 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, devote the whole of his time, attention and abilities to the business of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement.any Group Undertaking of which he is an officer or consultant; (cg) If Employee desires faithfully and diligently exercise such powers and perform such duties as may from time to participate in any outside business, he/she shall disclose his/her interest in writing time be assigned to him by the Board together with such person or persons as the Board may 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 CompanyBoard in connection with the affairs of any Group Undertaking on such matters and at such times as are reasonably required; (j) use his best endeavours to promote, protect, develop and shall refrain from such participation until Employee obtains extend the written consent business of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, Group; and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Company. (dk) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by comply with any electronic communication systems policy that the Company may issue from time to time. 4.4 The Employee shall comply with any rules, policies and procedures relating to the Company employees in effect from time to time. Such rules, policies and procedures do not form part of this agreement and the Company may amend them at any time. To the extent that there is any conflict between the terms of this agreement and such rules, policies and procedures, this agreement shall prevail. 4.5 All documents, manuals, hardware and software provided for the Employee’s use by the Company, and any data or documents (including copies) produced, maintained or stored on the Company’s computer systems or other electronic equipment (including mobile phones), remain the property of the Company.

Duties. (a) During the Term, Employee hereby agrees to perform such duties serve Employer as are customarily associated with its Vice President and incidental Chief Operating Officer reporting to the position described Chief Executive Officer, and in Section 2 and such other executive capacities as may be assigned to him/her agreed from time to time by the employees of Board (or a duly authorized committee thereof) and Employee; provided that (i) Employee’s duties shall at all times be limited to those commensurate with the Company to whom Employee is responsible. foregoing offices, and (aii) Employee shall devote substantially all his/her full business time and efforts not be obligated, without his consent, to relocate his principal office location from Oxford, Connecticut (or the surrounding reasonable commuting area), although the foregoing limitation is not intended to limit Employee’s requirement, in the normal course of business, to travel to the Employer’s other business locations. Employee shall serve, if elected, as a director of, and interest if agreed by Employee and the board of directors of the Companyorganization in question, shall serve as an officer and render appropriate services to, corporations directly or indirectly controlled by Employer (“Employer’s Affiliates”) as Employer may from time to time reasonably request (but only such services as shall be consistent with the duties Employee is to perform for Employer and with Employee’s stature and experience). All duties and services contemplated by this Section 3 are hereinafter referred to as the “Services.” (b) During the term of this AgreementTerm, Employee will devote his full business time and attention to, and use his good faith efforts to advance, the business and welfare of Employer; provided that the foregoing shall not restrict Employee’s rights to engage in any activity that would be inconsistent with such duties or with the objectives and business of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside businesspassive investment activities, he/she shall disclose his/her interest in writing to the Company, and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable the boards or committees, of directors of other entities (so long as such activities are disclosed not violative of Section 4 below), or to the Companyengage in civic, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Companycharitable and other similar activities. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.

Duties. Employee hereby agrees to perform (a) During the Term, the Executive will serve as the Chief Executive Officer of the Company. The Executive will have such duties and responsibilities, consistent with past practice, as are customarily associated with and incidental customary for the position of Chief Executive Officer (including the Executive’s positions in effect prior to the position described in Section 2 Effective Date) and as any other duties, responsibilities or offices he may be reasonably assigned to him/her from time to time by the employees Board of Directors of the Company (the “Board”). The Executive shall report to whom Employee is responsible. (a) Employee shall devote substantially all his/her full business time and efforts to be supervised by the business and interest of the CompanyBoard. (b) During the term of this AgreementTerm, Employee shall not engage in any activity that would be inconsistent with such duties or with the objectives Executive will devote substantially all his attention and time during normal business hours to the business and affairs of the 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, the Executive may engage in the following activities (and shall diligently perform his/her obligations 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 discharge his/her duties under this Agreementresponsibilities hereunder: (i) serve on corporate, civic, religious, educational and/or charitable boards or committees, provided that the Executive shall not serve on any board or committee of any corporation or other business which competes with the Business (as defined in Section 7(b) below); and (ii) make investments in businesses or 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, consistent with past practice. (c) If Employee desires During the Term, the Company agrees to participate in any outside business, he/she shall disclose his/her interest in writing nominate the Executive to the Company, and shall refrain from such participation until Employee obtains the written consent serve as a member of the Company’s General CounselBoard of Directors, which shall not be unreasonably withheld or delayedand the Executive agrees to serve in such capacity for no additional compensation other than as provided hereunder. It shall not be considered Upon the termination of Executive’s employment hereunder for any reason, he agrees to resign as a violation member of the foregoing for the Employee to serve on professionalBoard of Directors, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel and from time-to-time, do not interfere any other positions he may then hold with the performance Company or any of its subsidiaries or affiliates, and that he will execute such documents and take such other action, if any, as may be requested by the Employee’s duties for the CompanyCompany to give effect to any such resignation. (d) Employee acknowledges the receipt of The Executive shall be based at the Company’s Employee Manualprincipal place of business provided that such principal place of business shall be within a thirty (30) mile radius of Norwood, Code of Ethics and Stock Trading PolicyMA and, except for business travel incident to his employment under this Agreement, the terms of which Employee understands and Company agrees the Executive shall not be required to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to timerelocate.

Duties. Employee hereby agrees to 4.1 The Executive shall have general management of the business of the Company and perform such duties as are customarily associated with and incidental the role of Chief Executive subject to the position described in Section 2 control, supervision and as may be direction of the Board reporting directly to the Chairman. 4.2 In furtherance of the foregoing, the Executive shall: (a) unless prevented by Incapacity devote the whole of his working time and attention to the duties assigned to him/her ; (b) faithfully and diligently serve the Company (and all Group Companies); (c) act solely in such a way as to promote and protect the interests of the Company (and all Group Companies); (d) comply with his fiduciary duties; (e) comply with his statutory and other legal duties under the Companies A▇▇ ▇▇▇▇, and the laws of the United States, New York and any other applicable laws, including but not limited to:- (i) his duty to act in accordance with the Company’s articles of incorporation and by laws and to only exercise powers for the purposes for which they are conferred; (ii) his duty to act in the way he considers, in good faith, would be most likely to promote the success of the Company for the benefit of its shareholders as a whole, and in so doing have regard (amongst other matters) to:- (A) the likely consequences of any decision in the long term, (B) the interests of the Company’s employees, (C) the need to f▇▇▇▇▇ the Company’s business relationships with suppliers, customers and others, (D) the impact of the Company’s operations on the community and the environment, (E) the desirability of the Company maintaining a reputation for high standards of business conduct, and (F) the need to act fairly as between members of the Company; (iii) his duty to exercise independent judgment; (iv) his duty to exercise reasonable care, skill and diligence; (v) his duty to avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company; (vi) his duty not to accept a benefit from a third party conferred by reason of his being an officer or director or his doing (or not doing) anything as an officer or, director; (vii) his duty to declare to the other directors the nature and extent of any interest (whether direct or indirect) which he has in a proposed transaction or arrangement with the Company; (f) obey all reasonable and lawful directions given to him by or under the authority of the Board provided that such lawful directions would not create an unreasonable risk of personal harm to any individual; (g) perform services for and hold offices in any Group Company without additional remuneration (except as otherwise agreed); (h) carry out his duties and exercise his powers jointly with such person or persons as the Board may appoint to act jointly with him; (i) work at Knightsbridge, London (which is his place of work at the date of this agreement) or such other places in the United Kingdom as the Board may reasonably require for the proper performance of his duties. If the Company requires the Executive to relocate he will be reimbursed his relocation expenses in accordance with the Company’s relocation policy as amended from time to time; (j) travel to such places (whether in or outside the United Kingdom) by such means and on such occasions as the Board may from time to time by require; (k) make such reports to the employees Board on any matters concerning the affairs of the Company to whom Employee is responsible.or any Group Company as are reasonably required; (al) Employee shall devote substantially all his/her full not enter into any arrangement on behalf of any Group Company which is outside its normal course of business time and efforts or his normal duties or which contains unusual or onerous terms with respect to the business and interest of the Company.any group company; (bm) During the term comply with any code of this Agreement, Employee shall not engage in any activity that would be inconsistent with such duties practice or with the objectives and business of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to the Company, and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Company. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established policy issued by the Company from time to time relating to transactions in securities and all requirements, recommendations, rules and regulations (as amended from time to time) of the Financial Services Authority, the Securities and Exchange Commission and all regulatory authorities relevant to the Company and any Group Company with which the Executive is concerned; (n) consent to the Company monitoring and recording any use that he makes of its telecommunication or computer systems and will comply with any policies that it may issue from time to time concerning the use of such systems; and (o) immediately report to the board any wrongdoing of which the Executive becomes aware (including acts of misconduct, dishonesty, breaches of contract, fiduciary duty, statutory duty, company rules or the rules of the relevant regulatory bodies) whether committed, contemplated or discussed by any other director or member of staff of the Company or and any Group Company of which the Executive was aware to the Board immediately, irrespective of whether this may involve any degree of self incrimination.

Duties. Employee hereby Throughout the Term, Executive agrees to perform such devote his full working time, attention, talents, skills and best efforts to the performance of his duties as are customarily associated the President and Chief Executive Officer of the Company in accordance with the Company’s Amended and incidental to the position described in Section 2 and Restated Code of Bylaws, as may be assigned to him/her amended from time to time by (“Bylaws”), this Agreement and the employees of the Company to whom Employee is responsible. (a) Employee shall devote substantially all his/her full business time and efforts to the business and interest of the Company. (b) During the term of this Agreement, Employee shall not engage in any activity that would be inconsistent with such duties or with the objectives and business of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to the Company, and shall refrain from such participation until Employee obtains the written consent directions of the Company’s General Counsel, which Board of Directors and shall not be unreasonably withheld or delayed. It shall not be considered a violation of promote the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion best interests of the Company’s General Counsel from time-to-time, do not interfere . Executive shall be allowed to serve as a director of any company or entity of which he is currently a director consistent with the performance of the Employee’s duties for the Company. (d) Employee acknowledges the receipt of the Company’s Employee ManualCorporate Governance Standards for Board of Directors and applicable laws. Executive shall act at all times in accordance with the H▇▇▇▇▇▇▇▇▇▇ Industries, Inc. Code of Ethics and Stock Trading PolicyEthical Business Conduct, the terms of which Employee understands Corporate Compliance Handbook and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established applicable policies which may exist or be adopted by the Company from time to time. Executive shall continue to serve as a member of the Company’s Board of Directors, subject to the requirement that he stand for re-election at the next Annual Meeting of Shareholders of the Company at which he otherwise would have been required under the Company’s Articles of Incorporation or Bylaws to stand for re-election. However, during the period of time that he serves as the Company’s President and Chief Executive Officer, his membership on all Board committees of Directors of the Company, including the Nominating/Corporate Governance and Compensation and Management Development Committees, shall be suspended. However, in his capacity as Chief Executive Officer and Vice Chairman of the Board of Directors, he shall be allowed to attend any and all non executive portions of meetings of Board committees ex officio.

Duties. Employee hereby agrees to During the Employment Term, the Executive shall serve as Chief Financial Officer of the Company. In such capacity, the Executive shall perform such duties senior executive duties, services and responsibilities on behalf of the Company Group (as are customarily associated defined below) consistent with and incidental to the such position described in Section 2 and as may be reasonably assigned to him/her the Executive from time to time by the employees Chief Executive Officer or President of the Company. In performing such duties hereunder, the Executive will report directly to Chief Executive Officer or President of the Company. For purposes of this Agreement, “Company Group” shall mean, individually and collectively, iPayment Investors, L.P. (“iPayment Investors”) and its subsidiaries, including but not limited to whom Employee is responsible. (a) Employee the Company. During the Employment Term, except as provided in the next following sentence, the Executive shall devote substantially all his/her full his business time and attention to the performance of such duties, services and responsibilities, and shall use his commercially reasonable efforts to promote the business and interest interests of the Company. (b) During Company Group, and the term of this Agreement, Employee Executive shall not engage in any other business activity that would be inconsistent with such duties or with without the objectives and business approval of the Board of Directors of the Company and (the “Board”). Notwithstanding the preceding sentence, the Executive shall diligently perform his/her obligations and discharge his/her duties under this Agreement. be permitted to (ci) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to the Company, and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on the board of or provide other services to charitable, civic, educational, professional, civic community or charitable boards or committeesother not-for-profit organizations, (ii) manage his personal and family investments, including, but not limited to, the activities of Adaero Holdings LLC and any successor entity and (iii) engage in such other activities as are permitted by the Board from time to time, in the case of each of (i), (ii) and (iii), so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not neither (x) significantly interfere with the performance of his duties hereunder nor (y) violate Section 7 hereof. During the Employee’s duties Employment Term, the Company shall maintain executive offices for the Company. (d) Employee acknowledges Executive in the receipt New York City metropolitan area, and the Executive shall not be required to relocate from the New York City metropolitan area to any other location. The Executive shall perform his services hereunder in the New York City metropolitan area, except for business travel related to business and activities of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to timeGroup.

Duties. (a) During the Term, Employee hereby agrees to perform such duties serve Employer as are customarily associated with its President, Chief Executive Officer, and incidental Chairman of its Board reporting to the position described Board, and in Section 2 and such other executive capacities as may be assigned to him/her agreed from time to time by the employees of Board (or a duly authorized committee thereof) and Employee; provided that (i) Employee’s duties shall at all times be limited to those commensurate with the Company to whom Employee is responsible. foregoing offices, and (aii) Employee shall devote substantially all his/her full business time and efforts not be obligated, without his consent, to relocate his principal office location from Oxford, Connecticut (or the surrounding reasonable commuting area), although the foregoing limitation is not intended to limit Employee’s requirement, in the normal course of business, to travel to the Employer’s other business locations. Employee shall serve, if elected, as a director of, and interest if agreed by Employee and the board of directors of the Companyorganization in question, shall serve as an officer and render appropriate services to, corporations directly or indirectly controlled by Employer (“Employer’s Affiliates”) as Employer may from time to time reasonably request (but only such services as shall be consistent with the duties Employee is to perform for Employer and with Employee’s stature and experience). All duties and services contemplated by this Section 2 are hereinafter referred to as the “Services.” (b) During the term of this AgreementTerm, Employee will devote his full business time and attention to, and use his good faith efforts to advance, the business and welfare of Employer; provided that the foregoing shall not restrict Employee’s rights to engage in any activity that would be inconsistent with such duties or with the objectives and business of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside businesspassive investment activities, he/she shall disclose his/her interest in writing to the Company, and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable the boards or committees, of directors of other entities (so long as such activities are disclosed not violative of Section 6), or to the Companyengage in civic, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Companycharitable and other similar activities. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.

Duties. Employee hereby agrees to perform (a) The Executive shall have such duties as are customarily associated with and incidental to the position described in Section 2 and responsibilities as may be assigned to him/her as determined by the Board of Directors of the Corporation in accordance with the Amended and Restated By-Laws of the Corporation in effect from time to time time, provided that such duties shall at all times be consistent with the duties normally performed by the employees Chairman and Chief Executive Officer of companies engaged in businesses similar to the Business of the Company Corporation. For purposes of this Agreement, the "Business" of the Corporation shall mean providing business-to-business electronic commerce extranet software and services to whom Employee is responsible. (a) Employee shall Global 1000 companies. The Executive agrees to devote substantially all his/her full a substantial portion of his business time time, attention and efforts energies to the business diligent performance of his duties hereunder and interest will not, during the Term hereof, engage in, accept employment from, or provide services to any other person, firm, corporation, governmental agency or other entity that engages in, any activities which, in the opinion of the CompanyBoard of Directors, would materially conflict with or detract from the Executive's reasonable performance of such duties; provided, however, that nothing herein shall restrict the Executive from providing services of any nature to ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. ("WarrantyCheck") and its successors and assigns, or acting in any capacity, including without limitation, as Chairman, Chief Executive Officer and President with respect to WarrantyCheck; provided, further, that if such involvement regularly exceeds ten (10) business hours per week, the procedures set forth in Section 3(b) may be instituted by a majority of the disinterested members of the Corporation's Board of Directors (the "Disinterested Directors"); and provided, further, that the Executive shall be permitted hereunder (i) to serve on the board of directors of any other corporation or trade associations with the consent of the Corporation's Board of Directors, (ii) to engage in any charitable activities and community affairs, and (iii) to participate in or assist with the creation or management of any other start-up, developmental or new venture or business (a "New Venture") that does not compete with the Business of the Corporation as a non-employee director, provided that with respect to such New Venture, the Executive receives the prior consent of the Disinterested Directors in connection therewith and such participation or assistance with such New Ventures does not, individually or in the aggregate, materially interfere with the Executive's performance of his obligations and duties hereunder; provided, however, that no consent of the Corporation's Board of Directors or of the Disinterested Directors shall be required in connection with a passive investment in a business that does not compete with the Business of the Corporation. (b) During If the term of this Agreement, Employee shall not engage Executive's involvement in any activity WarrantyCheck regularly exceeds ten (10) business hours per week and the Disinterested Directors reasonably believe that would be inconsistent with such duties or involvement materially interferes with the objectives Executive's performance of his obligations and business duties hereunder to the Corporation, the Disinterested Directors shall provide written notice of such belief to the Executive. Promptly after receipt of such notice, the Executive and the Disinterested Directors shall meet to discuss the Executive's involvement with WarrantyCheck. If, after such discussion, such members of the Company and shall diligently perform his/her Board determine, in their sole discretion, that Executive's involvement in WarrantyCheck materially interferes with Executive's performance of his obligations and discharge his/her duties under this Agreementhereunder, then the Executive shall decide either to (i) resign as CEO and/or President (but not Chairman) of WarrantyCheck and otherwise reduce his involvement with WarrantyCheck to a level that is satisfactory to the Disinterested Directors or (ii) resign as CEO (but not Chairman) of the Corporation. Upon such a decision, the Executive and the Disinterested Directors shall mutually agree to an appropriate transition plan and schedule to promptly effect such decision, which shall, to the extent possible, minimize the adverse impact thereof on the affected business. (c) If the Executive resigns under Section 3(b)(ii) above, this Agreement shall remain in full force and effect, except that (i) the Executive's Annual Salary (as defined below) shall be reduced by 75%, (ii) any unearned Annual Incentive Bonus (as defined below) shall be forfeited, and (iii) all Employee desires to participate in any outside businessBenefits and Additional Benefits provided under Section 5 shall be eliminated, he/she shall disclose his/her interest in writing reduced or modified so that thereafter they are no greater than the benefits generally provided to the Company, and shall refrain from such participation until Employee obtains the written consent other non-employee directors of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the CompanyCorporation. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.

Duties. (a) During the Term, Employee hereby agrees to perform such duties serve Employer as are customarily associated with its President, Chief Executive Officer and incidental Chairman of its Board of Directors (the “Board”), reporting to the position described Board, and in Section 2 and such other executive capacities as may be assigned to him/her requested from time to time by the employees of Board or a duly authorized committee thereof; provided that (i) Employee’s duties shall at all times be limited to those commensurate with the Company to whom Employee is responsible. foregoing offices, and (aii) Employee shall devote substantially all his/her full business time and efforts not be obligated, without his consent, to relocate his principal office location from Fairfield, Connecticut (or the surrounding area), although the foregoing limitation is not intended to limit Employee’s requirement, in the normal course of business, to travel to the Employer’s other business and interest locations. Employee shall serve, if elected, as a member of the Board, and shall render similar such services for corporations directly or indirectly controlled by Employer or by Roller Bearing Holding Company, Inc. (“Employer’s Affiliates”) as Employer may from time to time reasonably request (but only such services as shall be consistent with the duties Employee is to perform for Employer and with Employee’s stature and experience). All duties and services contemplated by this Section 3 are hereinafter referred to as the “Services.” (b) During the term of this AgreementTerm, Employee will devote his full business time and attention to, and use his good faith efforts to advance, the business and welfare of Employer; provided that the foregoing shall not restrict Employee’s rights to engage in any activity that would be inconsistent with such duties or with the objectives and business of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside businesspassive investment activities, he/she shall disclose his/her interest in writing to the Company, and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable the boards or committees, of directors of other entities (so long as such activities are disclosed not violative of Section 4 below), or to the Company, and, engage in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Companycivic and other similar activities. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.

Duties. Employee hereby agrees to shall perform such duties as are specified by the Bylaws of the Bank and customarily associated with performed by an employee in a similar position. Employee will also perform any such other and incidental to the position described in Section 2 unrelated services and as duties that may be assigned to him/her from time to time by Employer through the employees Board of Directors, as long as they are consistent with Employee’s position as President and CEO. Such duties shall include but not be limited to, the Company to whom Employee is responsible.following: (a) A. Employee shall devote substantially all his/her full business time his entire productive time, ability and efforts attention to the business and interest of the Company. (b) During Employer during the term of this the Agreement; B. Employee shall oversee and be responsible for compliance with all regulations governing Employer’s operation; C. Employee shall serve as a member, ex officio, of the Board of Directors and upon committees as may be deemed appropriate by the Board; D. Employee shall not engage in directly or indirectly render any activity that would be inconsistent with such duties service of a business, commercial or professional nature, which may interfere with the objectives and business of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate commitment specified in any outside business, he/she shall disclose his/her interest in writing to the Company, and shall refrain from such participation until Employee obtains paragraph A above without the written consent of Employer; E. Employee shall function as an active participant in the Companystart-up phase of the Bank. Those duties shall consist of, but not be limited to, solicitation and contact with potential investors, required submissions to the various regulators, site approvals and outfitting and any other functions that may be required for approval; F. Employee shall represent the Bank and actively participate in professional associations, seminars and trade organizations to the extent that such participation is deemed beneficial to the Bank; G. Employee shall be responsible for execution of the Bank’s General Counselpolicies, which shall not be unreasonably withheld or delayed. It shall not be considered a violation developed by the Board of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Company. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be boundDirectors. Employee shall adhere to all other written policies, rules and regulations established Bank policies now or hereinafter adopted by the Company from time to timeBank.

Duties. Employee hereby agrees to perform such duties as are customarily associated with and incidental to the position described in Section 2 and as may be assigned to him/her from time to time by the employees of the Company to whom Employee is responsible. (a) Employee shall devote substantially all his/her full business have the title, duties and responsibilities of President and Chief Executive Officer and such other duties and responsibilities as may from time to time be assigned that are consistent with such duties and efforts responsibilities and shall report to the Chairman of the Board of the Company. * including Amendment 4 (Amended and Restated Employment Agreement) (b) Employee agrees to do and perform all such acts and duties faithfully and diligently and to furnish such services as the Chairman of the Board may from time to time direct, and do and perform all acts in the ordinary course of business of the Company (within such limits as the Company may prescribe) necessary and conducive to the best interest of the Company. (bc) During Employee agrees to devote his full time, energy and skill to the term of this Agreement, Employee shall not engage in any activity that would be inconsistent with such duties or with the objectives and business of the Company and to the promotion of the best interests of the Company and the performance of his duties as President and Chief Executive Officer of the Company; provided that the Employee shall diligently perform his/her obligations not (to the extent not inconsistent with paragraphs 3(d) and discharge his/her duties under this Agreement. 10(b) below) be prevented from (a) serving as a director of any corporation consented to in advance by resolution of the Board of Directors of the Company, (b) engaging in charitable, religious, civic or other non-profit community activities, or (c) If Employee desires to participate investing his personal assets in such form or manner as will not require any outside business, he/she shall disclose his/her interest substantial services on his part in writing to the Company, and shall refrain from such participation until Employee obtains the written consent operation or affairs of the Company’s General Counsel, business in which shall not be unreasonably withheld such investments are made which would detract from or delayed. It shall not be considered interfere or cause a violation conflict of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere interest with the performance of the Employee’s his duties for the Companyhereunder. (d) Employee acknowledges the receipt agrees to observe policies and procedures of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company in effect from time to timetime applicable to employees of the Company including, without limitation, policies with respect to employee loyalty and prohibited conflicts of interest.

Duties. (a) The Employee hereby agrees to shall perform such the following duties as are customarily associated in connection with and incidental his employment, all of which shall be subject to the position described paramount directions of the Board of Directors: (i) To serve as "President" and to be the "Chief Executive Officer" of the Company; and (ii) To assist the Company in Section 2 its business affairs, run the sporting goods division, and develop and run its investment and financial services activities, as well as in the Company's dealings with other companies, its regulatory affairs, banking and other financial institutions and other groups and institutions; and (iii) To undertake such specific assignments, consistent with his office and position, as may be assigned given to him/her him from time to time by the employees Board of Directors; and (iv) To continue to serve as a director of the Company Company, and then as, if and when so re-elected, to whom Employee is responsible. (a) Employee shall devote substantially all his/her full business time continue to serve as a director of the Company, and efforts also if so elected, to the business and interest serve as a director of any subsidiary or affiliate of the Company. (b) During Employee shall devote his best efforts and skills to the term affairs of the Company, and to the performance of the duties set forth in this AgreementArticle 5, on a substantially full-time basis. The Employee shall not engage in any activity that would be inconsistent with such duties or with the objectives and business of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside businessbusiness activity that will either (i) interfere with, he/she shall disclose his/her or (ii) be a conflict of interest in writing to the Company, and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Company. (d) Employee acknowledges the receipt of the Company’s Employee Manual's duties, Code of Ethics activities and Stock Trading Policyemployment pursuant to this Agreement. The foregoing notwithstanding, the terms of Employee has disclosed to the Company his other outside business interests ("Outside Business Interests") which Employee understands are listed on Schedule "1" hereto and the Company with this full knowledge has consented to the Employee's continuance thereof. Moreover, the Company agrees to permit the Employee to involve himself in other similar Outside Business Interests, on condition that they similarly be bounddisclosed and are added to Schedule "1" prior to their being commenced. The Employee shall adhere may also invest his assets and devote such reasonable time as is necessary to all other written policiesdo so, rules so as to manage, protect and regulations established by support the Company from time to timeprofitability of those invested assets.

Duties. Employee hereby agrees (a) During the Term, Executive shall serve as the Company’s CEO. In such position, Executive shall report directly to perform the Board of Directors (“Board”) and have such duties and authorities as are customarily associated with and incidental to customary for the position described in Section 2 CEO of the Company and as may shall be assigned to him/her otherwise determined from time to time by the employees Board of the Company to whom Employee is responsible. (a) Employee Directors. Executive’s office and work location shall devote substantially all his/her full business time and efforts to the business and interest of be at the Company’s headquarters located in Plano, Texas. (b) During the term Term, Executive will devote Executive’s full business time and best business efforts to the performance of this Agreement, Employee shall Executive’s duties as CEO of the Company and will not engage in any activity that other business, profession or occupation for compensation or otherwise which would be inconsistent with such duties conflict or interfere with the objectives and business rendition of such services either directly or indirectly, without the prior written consent of the Company Chairman of the Board of Directors (“Chairman”); provided that nothing herein shall preclude Executive (i) from engaging in charitable and shall diligently perform his/her civic activities, including accepting appointment to or continuing to serve on any board of directors or trustees of any charitable organization or (ii) subject to the prior approval of the Chairman, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or participating in the management or operations of an outside non-competitive business not to exceed 15% of Executive’s time; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder or the terms of any restrictive covenant obligations and discharge his/her duties under this Agreementto which Executive is subject. (c) If Employee desires to participate During the Term of this Agreement and while Executive retains the position of CEO, he shall be nominated for a seat on the Board and, if elected, shall retain such seat unless removed in any outside business, he/she shall disclose his/her interest in writing to the Company, and shall refrain from such participation until Employee obtains the written consent of accordance with the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of By-Laws and/or pursuant to his resignation from the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed Board according to the Company, and, in the reasonable discretion terms and conditions of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Companythis Agreement. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.

Duties. Employee hereby agrees to perform such duties as are customarily associated with and incidental to the position described in Section 2 and as may be assigned to him/her from time to time by the employees of the Company to whom Employee is responsible. (a) Employee shall devote substantially all his/her full business of Employee’s working time and efforts to the business and interest of the Company. (b) During the term of this Agreement, Employee shall not engage in any activity that would be inconsistent with such duties or with the objectives and business affairs of the Company (which shall include service to its affiliates, if applicable), provided that Employee shall be permitted to (i) manage Employee’s personal, financial and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. legal affairs, (cii) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to the Companytrade associations, and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to (iii) serve on professionalthe board of directors of not-for-profit or tax-exempt charitable organizations, civic or charitable boards or committeesin each case, so long as subject to compliance with this Agreement and provided that such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not materially interfere with the Employee’s performance of the Employee’s duties for the Company. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be boundresponsibilities hereunder. Employee shall adhere perform the duties and responsibilities normally associated with the position of and as may from time to all other written policies, time be assigned to him by the Chief Executive Officer of the Company or his designee. Employee agrees to observe and comply with the rules and regulations established policies of the Company as adopted by the Company from time to time. Employee represents and covenants to the Company that he is not subject or a party to any employment agreement, non-competition covenant, nondisclosure agreement, or any similar agreement, covenant, understanding, or restriction that would prohibit Employee from executing this Agreement and fully performing his duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Employee hereunder.

Duties. 2.1. The Employee hereby agrees shall perform the duties and exercise the powers which from time to perform such duties as are customarily associated with and incidental to the position described in Section 2 and as time may be assigned to him/her him or vested in him by the Company in form of a job description, written or oral instructions which shall be consistent with the responsibilities and status of his appointment as described in clause 1.1. The Employee’s responsibilities, to be further detailed in a job description which shall form an integral part of this agreement, shall cover the entire domain of managing all affairs of Ajilon operations worldwide taken as a whole and shall include the implementation of the business strategy defined by the Board of Directors/ Adecco Group CEO, the development of the Ajilon business worldwide, supervising and managing the Ajilon operations worldwide, building and leading an efficient and competent management team and organization worldwide, all in line with and pursuant to the rules and policies of the Adecco Group as being enacted from time to time by time. In his function, the employees Employee may be elected member of the Company to whom board of directors of several Adecco Group companies, representing the Adecco Group on such boards. No additional remuneration will be paid for board memberships. The Employee is responsible. (a) also Member of the Group Executive Committee of the Adecco Group. The Employee shall devote substantially all his/her full business time the whole of his time, ability and efforts attention to his duties under this agreement during normal office hours and such other times, as may be reasonably required for the business proper performance of his duties and interest of he shall use his utmost endeavors to promote the Company. (b) During the term of this Agreement, Employee shall not engage in any activity that would be inconsistent with such duties or with the objectives and business interests of the Company and the Adecco group and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires not knowingly do or willingly permit to participate in any outside business, he/she shall disclose his/her interest in writing be done anything to the Companyprejudice, and shall refrain from such participation until Employee obtains the written consent loss or injury of the Company’s General Counsel, which shall not be unreasonably withheld Company or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Companyany Adecco group company. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.

Duties. Employee hereby agrees to perform (a) During the Term, Executive shall serve as a Co-President of the Company, with such authority and duties as are customarily associated with and incidental to the position described in Section 2 and as may be assigned to him/her Executive from time to time by the employees Board of Directors of Parent (the “BOARD”) or the Chief Executive Officer of Parent (“CEO”) that are substantially similar to the authority and duties currently vested in Executive by the Board. Each of the undersigned acknowledges and agrees that the Company may, subsequent to the Effective Date, hire a CEO, and that any such CEO hiring may result in a readjustment of Executive’s title, authority, duties and responsibilities for the Company; provided that in no event shall Executive’s title, authority, duties and responsibilities for the Company be reduced, in the aggregate, below the level of such title, authority, duties and responsibilities vested in Executive in his or her capacity as the Executive Vice President of Sales of the Company prior to whom Employee is responsible. (a) Employee shall devote substantially all his/his or her full business time and efforts promotion to Co-President. Executive will work principally in the business and interest Los Angeles, California offices of the Company, but will also conduct such business travel as is reasonably required to fulfill his or her duties hereunder. During the Term, Executive shall report to the Board and/or the CEO. (b) During the term Term, Executive shall devote substantially all his or her working time, attention, skill and efforts to the business and affairs of this Agreement, Employee shall not engage in any activity that would be inconsistent with such duties or with the objectives and business of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to the Company, and shall refrain from such participation until Employee obtains will use his or her best efforts to promote the written consent success of the Company’s General Counselbusiness, which and shall not be unreasonably withheld enter the employ of or delayed. It serve as a consultant to, any other company; provided, however, the foregoing shall not be considered preclude Executive from devoting a violation reasonable amount of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Company. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to timemanaging Executive’s investments and personal affairs and to charitable and civic activities.

Duties. (a) During the Term, Employee hereby agrees to perform such duties serve Employer as are customarily associated with its President, Chief Executive Officer and incidental Chairman of its Board of Directors (the “Board”) reporting to the position described Board, and in Section 2 and such other executive capacities as may be assigned to him/her agreed from time to time by the employees of Board (or a duly authorized committee thereof) and Employee; provided that (i) Employee’s duties shall at all times be limited to those commensurate with the Company to whom Employee is responsible. foregoing offices, and (aii) Employee shall devote substantially all his/her full business time and efforts not be obligated, without his consent, to relocate his principal office location from Oxford, Connecticut (or the surrounding reasonable commuting area), although the foregoing limitation is not intended to limit Employee’s requirement, in the normal course of business, to travel to the Employer’s other business locations. Employee shall serve, if elected, as a director of, and interest if agreed by Employee and the board of directors of the organization in question, shall serve as an officer and render appropriate services to, corporations directly or indirectly controlled by Employer or by Roller Bearing Holding Company, Inc. (“Employer’s Affiliates”) as Employer may from time to time reasonably request (but only such services as shall be consistent with the duties Employee is to perform for Employer and with Employee’s stature and experience). All duties and services contemplated by this Section 3 are hereinafter referred to as the “Services.” (b) During the term of this AgreementTerm, Employee will devote his full business time and attention to, and use his good faith efforts to advance, the business and welfare of Employer; provided that the foregoing shall not restrict Employee’s rights to engage in any activity that would be inconsistent with such duties or with the objectives and business of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside businesspassive investment activities, he/she shall disclose his/her interest in writing to the Company, and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable the boards or committees, of directors of other entities (so long as such activities are disclosed not violative of Section 4 below), or to the Companyengage in civic, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Companycharitable and other similar activities. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.

Duties. Employee hereby agrees to perform REPRESENTATION ---------------------- You shall serve as President and Chief Executive Officer of the Company and shall serve the Company and its affiliates in such duties as are customarily associated with and incidental to the position described in Section 2 and other executive capacities as may be assigned to him/her specified from time to time by the employees Board of Directors of the Company (the "Board"), including serving as a director (and as a ----- member of board committees) of the Company and one or more of its affiliates. You shall have such duties as may be assigned to whom Employee is responsible. (a) Employee shall devote substantially all his/her full business you from time and efforts to time by the business and interest Board, including with respect to affiliates of the Company. (b) During , and in the term performance of this Agreement, Employee your duties you shall not engage in any activity that would be inconsistent with such duties or comply with the objectives policies of and be subject to the direction of the Board and the board of directors of any affiliate of the Company with respect to which you perform any such duties. The foregoing duties shall be performed without any compensation being payable beyond that provided for herein. During your employment by the Company, you shall devote your entire professional time, energy and skill to the performance of your duties hereunder and to the business of the Company and shall diligently perform his/her obligations its affiliates (except for reasonable time spent for trade, civic and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside businesscharitable activities or for service on other boards of directors, he/she shall disclose his/her interest in writing subject to the Company, and shall refrain from such participation until Employee obtains the written consent of the Company’s General CounselBoard, which shall not be unreasonably withheld or delayed. It withheld) and you shall not be considered a violation of the foregoing for the Employee actively engaged in any duties or pursuits which are or could reasonably be expected to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed be substantially detrimental to the Company, and, in the reasonable discretion interests or reputation of the Company’s General Counsel . Upon termination of employment you shall be deemed to have resigned from time-to-timeall offices and directorships. You represent and warrant to the Company that you are free to be employed by the Company upon the terms contained herein and that you are not bound by any employment agreement, do not interfere with restrictive covenant, confidentiality or proprietary information or other agreement that would prohibit or inhibit in any way the full and complete performance by you of the Employee’s your duties for hereunder or as President and Chief Executive Officer of the Company. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.

Duties. The Employee hereby agrees to shall be employed as the Chief Sales Officer and as a Section 16 Officer of the Company, shall faithfully and competently perform such duties as are customarily associated with inhere in such position and incidental to shall also perform and discharge such other executive employment duties and responsibilities as the position described in Section 2 and as may be assigned to him/her CEO of the Company shall from time to time by determine. The position shall report to the employees CEO. Employee shall perform Employee’s duties principally at the Company’s office in Marlborough, Massachusetts (or, with prior approval from the CEO of the Company, the Employee’s home office or other remote location), with such travel to such other locations from time to time as the CEO of the Company to whom Employee may reasonably prescribe and that is responsible. (a) Employee shall devote substantially all his/her full business time and efforts to mutually agreed upon. Except as may otherwise be approved in advance by the business and interest CEO of the Company. (b) During the term of this Agreement, Employee shall not engage in any activity that would be inconsistent with such duties or with the objectives and business of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to the Company, and except during vacation periods and reasonable periods of absence due to sickness, personal injury or other disability or non-profit public service activities, Employee shall refrain from such participation until devote Employee’s full time throughout the Employment Term to the services required of Employee obtains hereunder. Employee shall render Employee’s business services exclusively to the written consent Company (which term includes any of its subsidiaries or affiliates). During the Employment Term, Employee shall use Employee’s best efforts, judgment and energy to improve and advance the business and interests of the CompanyCompany in a manner consistent with the duties of Employee’s General Counselposition. Notwithstanding the foregoing, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee shall be entitled to serve on professional, civic or charitable boards or committees, participate as a director and investor in other business enterprises and to engage in activities related thereto so long as such participation and activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance (i) involve a substantial amount of the Employee’s time, (ii) impair Employee’s ability to perform Employee’s duties for under this Agreement or (iii) violate the Companyprovisions of Section 12 of this Agreement. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.

Duties. Employee hereby agrees (a) Executive is employed by the Company to perform serve as the Senior Vice President and Chief Marketing Officer of H&R Block, Inc., a Missouri corporation ("Block") and the indirect parent corporation of the Company, subject to the authority and direction of the Board of Directors of Block and the Chief Executive Officer of Block. Subject to the foregoing, Executive will have such authority and responsibility and duties as are customarily normally associated with and incidental to the position described of Senior Vice President and Chief Marketing Officer. The Company reserves the right to modify, delete, add, or otherwise change Executive's job responsibilities, in Section 2 and its sole discretion, at any time. Executive will perform such other duties as may be are assigned to him/her Executive from time to time by the employees of the Company to whom Employee is responsibletime. (ab) Employee shall So long as Executive is employed under this Agreement, Executive agrees to devote substantially all his/her Executive's full business time and efforts to the business and interest of the Company. (b) During the term of this Agreement, Employee shall not engage in any activity that would be inconsistent with such duties or with the objectives and business exclusively on behalf of the Company and shall to competently and diligently perform his/her obligations and discharge his/her Executive's duties under this Agreement. (c) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to the Company, and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counsel, which shall hereunder. Executive will not be unreasonably withheld prohibited from engaging in such personal, charitable, or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such other nonemployment activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, that do not interfere with Executive's full-time employment hereunder and that do not violate the performance other provisions of this Agreement or the H&R Block, Inc. Code of Business Ethics & Conduct, which Executive acknowledges having read and understood. Executive will comply fully with all reasonable policies of the Employee’s duties for the Company. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company as are from time to timetime in effect and applicable to Executive's position. Executive understands that the business of Block, the Company, and/or any other direct or indirect subsidiary of Block (each such other subsidiary an "Affiliate") may be subject to governmental regulation, some of which may require Executive to submit to background investigation as a condition of Block, the Company, and/or Affiliates' participation in certain activities subject to such regulation. If Executive, Block, the Company, or Affiliates are unable to participate, in whole or in part, in any such activity as the result of any action or inaction on the part of Executive, then this Agreement and Executive's employment hereunder may be terminated by 1 the Company without notice.

Duties. (a) During the Employment Period, the Employee hereby agrees to shall perform such duties and exercise such powers relating to the Company as are customarily associated commensurate with the office of Senior Vice President, Chief Financial Officer and incidental Chief Accounting Officer and shall report directly to the position described in Section 2 President of the Company. He shall have such other duties and powers as may be assigned to him/her from time to time by the employees President of the Company shall assign to whom Employee is responsible. (a) Employee shall devote substantially all his/her full business time and efforts him commensurate with the office of Chief Financial Officer, including by way of example but not limitation, similar duties with respect to the business and interest any of the Company’s Associated Companies. As used in this Agreement, the term “Associated Companies” shall mean any company (i) of which not less than fifty (50%) of the equity is beneficially owned by the Company or (ii) any subsidiary of such company, if any. (b) During the term of this AgreementEmployment Period, the Employee shall not engage in any activity that would be inconsistent with such duties or with devote all of his working time during normal business hours and his best efforts and ability to the objectives and business of the Company, shall faithfully and diligently perform the duties of his employment with the Company and shall diligently perform his/her obligations do all reasonably in his power to promote, develop and discharge his/her duties under this Agreementextend the business of the Company. (c) If During the Employment period, the Employee desires to participate in any outside businessshall not, he/she shall disclose his/her interest in writing to except as a representative of the Company, and shall refrain from such participation until Employee obtains Company or with the written consent of the Company’s General Counsel, which 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 unreasonably withheld or delayed. It shall not be considered precluded from devoting a violation reasonable amount of his time to: (i) serving with the prior written approval of the foregoing for Company as a director or member of a committee of any organization involving no conflict of interest with the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion business of the Company’s General Counsel from time-to-time; and (ii) managing his personal investments; provided, do that such activities shall not materially interfere with the Employee’s performance of the Employee’s his duties for the Companyhereunder. (d) The Employee shall be employed at the offices of the Company located in Elmwood Park, New Jersey; provided that the Employee acknowledges and agrees that the receipt proper performance of these duties may make it necessary to spend reasonable periods of time in other parts of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to timecountry.

Duties. The Company does hereby hire, engage, and employ Employee as Chief Financial Officer, and Employee does hereby agrees accept and agree to perform such duties as are customarily associated hiring, engagement, and employment. Employee shall serve the Company in such position fully, diligently, competently, and in conformity with the provisions of this Agreement and incidental to the position described in Section 2 and as may be assigned to him/her from time to time by the employees corporate policies of the Company as they presently exist, and as such policies may be amended, modified, changed, or adopted during the Period of Employment, as hereinafter defined. The Chief Financial Officer position shall report to whom Employee is responsible. the Chief Executive Officer or President of the Company and will be responsible for performing duties consistent with those of a Chief Financial Officer. Throughout the Period of Employment (aas defined below) Employee shall devote substantially all his/her his full business time time, energy, and efforts skill to the business and interest performance of his duties for the Company. (b) During the term of , vacations and other leave authorized under this AgreementAgreement excepted. The foregoing notwithstanding, Employee shall not be permitted to (i) engage in charitable and community affairs, (ii) act as a director of any activity that would be inconsistent corporations or organizations outside Company not in competition with such duties or with the objectives and business of the Company and shall diligently perform his/her obligations receive compensation therefor, and discharge his/her duties under this Agreement. (ciii) If Employee desires to participate make investments of any character in any outside business, he/she shall disclose his/her interest business or businesses not in writing competition with the Company and to the Company, and shall refrain from manage such participation until Employee obtains the written consent of the Company’s General Counsel, which shall investments (but not be unreasonably withheld or delayed. It shall not be considered a violation involved in the day to day operations of the foregoing for the Employee to serve on professionalany such business), civic or charitable boards or committees, so long as such activities are disclosed to the Company, andprovided, in each case and collectively, that the reasonable discretion of the Company’s General Counsel from time-to-time, same does or do not constitute or involve Employee in a conflict of interest vis-a-vis the Company or interfere with the performance of Employee's duties under this Agreement. Employee shall exercise due diligence and care in the Employee’s performance of his duties for and the fulfillment of his obligations to the Company under this Agreement. The Company shall furnish Employee with office, secretarial and other facilities and services as are reasonably necessary or appropriate for the performance of Employee's duties hereunder and consistent with his position as Chief Financial Officer of the Company. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.

Duties. Employee hereby agrees to perform a. During your employment hereunder, you will serve as the Chief Operating Officer of the Company. You will have such duties and responsibilities, consistent with past practice, as are customarily associated with and incidental to customary for the position described in Section 2 of Chief Operating Officer and as any other duties, responsibilities or offices you may be reasonably assigned to him/her from time to time by the employees Chief Executive Officer of the Company Company. You shall report to whom Employee is responsible. (a) Employee shall devote substantially all his/her full business time and efforts to be supervised by the business and interest Chief Executive Officer of the Company. (b) b. During your employment hereunder, you will devote substantially all your attention and time during normal business hours to the term of this Agreement, Employee shall not engage in any activity that would be inconsistent with such duties or with the objectives business and business affairs of the Company and shall diligently will use your reasonable best efforts to perform his/her obligations faithfully and discharge his/her efficiently the duties under this Agreement. and responsibilities of your positions and to accomplish the goals and objectives of the Company as may be established by the Board. Notwithstanding the foregoing, you may engage in the following activities (c) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to the Company, and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counselbe entitled to retain all economic benefits thereof, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so including fees paid in connection therewith) as long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, they do not interfere in any material respect with the performance of the Employee’s your duties for and responsibilities hereunder: (i) serve on corporate, civic, religious, educational and/or charitable and other non-profit organizations boards or committees, provided that the you shall not serve on any board or committee of any corporation or other business that directly or indirectly competes with the Company; (ii) make investments in businesses or enterprises and manage your personal investments; and (iii) any other activity approved in writing by the Compensation Committee of the Board (the “Compensation Committee”); provided that with respect to such activities, you shall comply with all business conduct and ethics policies applicable to employees of the Company. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.

Duties. Employee hereby agrees During the Period of Employment, Executive shall be employed as the Company’s Chief Executive Officer (“CEO”). Executive’s primary, but not exclusive, duties shall include responsibility for external and governance matters, including relationships with members, directors, and other Federal Home Loan Banks, working with the Chair of the Board and Vice Chair of the Board to perform support effective functioning of the Board of Directors, serve as a director of the FHLB Banks’ Office of Finance to address legislative, regulatory, and policy issues, together with such additional duties as are customarily associated with and incidental to the position described in Section 2 and as may be assigned to him/her from time to time by the employees Board of Directors of the Company (the “Board”) that are appropriate to whom Employee is responsible. such position. Executive, together with the President, shall serve as the senior executive management team of the Company during a period (athe “Integration Period”) Employee shall ending at such time as determined by the Board but not later than June 30, 2017. While employed by the Company, Executive agrees to devote substantially all his/her Executive’s full business time and efforts to the business and interest of the Company. (b) During the term of this Agreement, Employee shall not engage in any activity that would be inconsistent with such duties or with the objectives and business exclusively on behalf of the Company and shall to competently and diligently perform his/her obligations and discharge his/her duties under this Agreement. Executive’s duties. Executive may (ci) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to the Company, and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professionalcorporate, civic or charitable boards or committeescommittees and retain any compensation earned thereby, (ii) deliver lectures and fulfill speaking engagements and retain any compensation earned thereby, or (iii) manage personal affairs, so long as such activities are disclosed to under clauses (i), (ii) and (iii) do not interfere, in any substantive respect, with the Executive's responsibilities hereunder or conflict in any material way with the business of the Company or the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Company. (d) Employee acknowledges the receipt of the Company’s Employee Manual, 's Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all or any other written applicable policies, rules and regulations established by the Company from time to time.

Duties. 3.1 The Employee hereby agrees shall, during the term of his employment with the Company, and subject to the direction and control of the Board, report directly to the Board and shall exercise such authority, perform such executive duties and functions and discharge such responsibilities as are customarily reasonably associated with and incidental to the his executive position described in Section 2 and or as may be reasonably assigned or delegated to him/her him from time to time by the employees Board, consistent with his position as President. In general, Employee shall have management authority with respect to, and responsibility for, the overall operations and day-to-day business and affairs of the Company to whom Employee is responsibleand all major operating units. (a) Employee shall devote substantially all his/her full business time and efforts to the business and interest of the Company. (b) 3.2 During the term of this AgreementAgreement and excluding periods of vacation and sick leave to which the Employee is entitled, the Employee agrees to devote substantially all of his business time and attention to the affairs of the Company and, to the extent necessary to discharge the responsibilities assigned hereunder, use his best efforts in the performance of his duties for the Company and any subsidiary corporation of the Company. During the term of this Agreement the Employee may, so long as it does not materially interfere with his duties hereunder: (i) subject to Article VII hereof, serve on the board of directors (or equivalent bodies) of civic, non-profit, or charitable organizations or entities unaffiliated with the Company, (ii) deliver lectures or otherwise participate in speaking engagements, and (iii) manage his personal investments and affairs. 3.3 Employee shall not engage undertake regular travel to the Company’s executive and operational offices, and such other occasional travel within or outside the United States as is or may be reasonably necessary in any activity that would the interests of the Company. All such travel shall be inconsistent with such duties or with at the objectives sole cost and business expense of the Company and all airplane travel shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside businessbe first or business class, he/she shall disclose his/her interest in writing or otherwise fully reimbursed at cost, to the Company, and shall refrain from extent that such participation until Employee obtains the written consent of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, reimbursements do not interfere with exceed the performance of the Employee’s duties approximate equivalent published fare for the Companyfirst or business class travel. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.

Duties. Employee hereby agrees to perform (a) The Executive shall have all of the authority, duties and responsibilities commensurate with being the Chief Executive Officer of a public company of the size and nature of the Company and such other duties as are customarily associated commensurate with and incidental to the his position described in Section 2 and as may be assigned to him/her him from time to time by the employees Board of Directors of the Company to whom Employee is responsible. (a) Employee shall devote substantially all his/her full business time and efforts to the business and interest of the Company“Board”). (b) During The Executive shall devote substantially all of his business time to the term service of the Company throughout the Term. Notwithstanding anything to the contrary herein, the Executive and the Company acknowledge and agree that (i) the Executive may hold certain offices and directorships within certain for-profit entities as set forth on Exhibit A to this Agreement, (ii) the Executive’s devotion of reasonable amounts of time in such capacities, so long as it does not materially interfere with his performance of services hereunder, shall not conflict with the terms of this Agreement, Employee shall not engage in any activity that would and (iii) Exhibit A may be inconsistent with such duties or with the objectives and business amended from time to time by agreement of the Company parties. The Executive may also be involved in charitable and shall diligently perform his/her obligations professional activities and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to the Company, and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, manage his personal investments so long as such activities are disclosed to activities, as determined by the Company, and, Board in the reasonable discretion of the Company’s General Counsel from time-to-timegood faith, do not materially interfere with the performance of the EmployeeExecutive’s duties hereunder. If the Board determines any activities described in this paragraph materially interfere with the Executive’s duties, the Board shall provide written notice to the Executive and a reasonable time period for the CompanyExecutive to reduce such activities to the extent necessary to reduce such interference to a level reasonably acceptable to the Board with due regard for Executive’s fiduciary duties to such other organizations. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.

Duties. Employee hereby agrees (a) The Executive shall serve as the President and Chief Marketing Officer of the Corporation and its subsidiary companies, with such duties and authority as are generally incident to such positions, or in such other management position as the Corporation shall determine. Without limiting the generality of the foregoing, the Executive shall (i) develop a sales program and sales staff; (ii) if the Corporation shall so determine, shall assist the Corporation in developing support staff; (iii) shall solicit sales of the Corporation's product; (iv) report directly to the CEO; (v) perform such responsibilities and duties as are customarily associated with designated by the Chief Executive Officer; and incidental (iv) perform other duties as requested by the Chief Executive Officer. The Executive will hold such offices in the Corporation and/or any subsidiaries or affiliates of the Corporation to the position described in Section 2 and as may be assigned to him/her which, from time to time by time, he may be elected or appointed (if any); provided that the employees offices to which the Executive may be so elected or appointed shall not be inconsistent with such duties and authority. In performing his duties hereunder, the Executive shall be subject to the direction of the Company to whom Employee is responsible. (a) Employee shall devote substantially all his/her full business time Corporation's Board of Directors and efforts to the business and interest of the Companyits Chief Executive Officer. (b) During The Executive agrees that he will devote substantially all of his time and attention to the affairs of the Corporation, (including subsidiaries) that he will use his best efforts to promote the business and interests of the Corporation, and that he will not engage, directly or indirectly, in any other business or occupation during the term of this Agreement, Employee shall not engage in any activity that would be inconsistent with such duties or with the objectives and business of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to the Company, and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counsel, which shall not be unreasonably withheld or delayedemployment hereunder. It shall not be considered a violation of is understood, however, that the foregoing will not prohibit the Executive from engaging in personal investment activities for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, himself and his family that do not interfere with the performance of the Employee’s his duties for the Companyhereunder. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.

Duties. the Employee hereby agrees to perform such duties shall serve as are customarily associated with and incidental Chief Financial Officer of the Company and, subject to the position described in Section 2 and general operating policies, as may be assigned to him/her amended from time to time by time, of the employees Board of Directors (the “Board”) and the Company’s Certificate of Incorporation and By-Laws, Employee shall have supervision and control over the financial controls of the Company and its subsidiaries. Employee shall have such other duties as customarily performed by the Chief Financial Officer and also have such other powers and duties as may be, from time to whom time, prescribed by the Board, provided that the nature of Employee’s powers and duties so prescribed shall not be inconsistent with Employee’s position and duties hereunder. Employee is responsible. (a) shall report directly and exclusively to the Company’s Chief Executive Officer, A▇▇▇▇▇ ▇▇▇▇▇▇▇. The Employee shall devote substantially all his/her full business time and his best efforts to the business and interest affairs of the Company. Company and, during the Term (b) During the term as defined in Section 2.1 of this Agreement) as well as the period provided in Article III, shall observe at all times the covenants regarding non-competition, and confidentiality provided in Article III hereof. The Company and Employee acknowledge and agree that, during the Term, Employee shall not engage in any activity that would be inconsistent with such duties or with the objectives and business of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. permitted to (ci) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to the Company, and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professionalcorporate, civic civic, professional association, or charitable boards or committees, and (ii) manage passive personal investments, so long as any such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not unduly interfere with the performance of the Employee’s duties for the Company. (d) Employee acknowledges the receipt 's responsiblities as an employee of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to timein accordance with this Agreement.

Duties. Employee hereby (a) The Executive agrees to perform serve as Executive Vice President, Chief Financial Officer and Treasurer of the Company during the Term. In such capacity, the Executive shall have the responsibilities and duties customary for such office(s) and such other executive responsibilities and duties as are customarily associated with and incidental to the position described in Section 2 and as may be assigned to him/her from time to time by the employees of Chief Executive Officer which are consistent with the Company Executive’s position(s). The Executive agrees to whom Employee is responsible. (a) Employee shall devote substantially all his/her full his business time time, attention and efforts services to the business and interest affairs of the Company and its subsidiaries and to perform his duties to the best of his ability. At all times during the performance of this Agreement, the Executive will adhere to the Code of Conduct of the Company (the “Code of Conduct”) that has been or may hereafter be established and communicated by the Company to the Executive for the conduct of the position or positions held by the Executive. The Executive may not accept directorships on the board of directors of for-profit corporations without the prior written consent of the Chief Executive Officer of the Company. The Executive may accept directorships on the board of directors of not-for-profit corporations without the Chief Executive Officer’s prior, written consent so long as (a) such directorships do not interfere with Executive’s ability to carry out his responsibilities under this Agreement, and (b) Executive promptly notifies the Chief Executive Officer in writing of the fact that he has accepted such a non-profit directorship. (b) During If the term Company or the Executive elects not to renew the Term pursuant to Section 2.2, the Executive shall continue to be employed under this Agreement until the expiration of this Agreementthe then current Term (unless earlier terminated pursuant to Section 3.1 hereof), Employee shall cooperate fully with the Chief Executive Officer and shall perform such duties not engage in any activity that would be inconsistent with such duties or with the objectives and business of the Company and provisions hereof as he shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to the Company, and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Company. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established assigned by the Company from time to timeChief Executive Officer.

Duties. The Employee hereby agrees shall be employed as Executive Vice President - Administration of the Company, reporting directly to perform the Chief Executive Officer of the Company. As Executive Vice President-Administration, the Employee shall have such duties as are customarily associated with performed by individuals acting in such a position, as well as any specific related duties and incidental to the position described in Section 2 and responsibilities as may be assigned to him/her from time to time him by the employees Chief Executive Officer of the Company. Further, upon approval by the Board of Directors, the Employee shall become the Corporate Secretary for the Company to whom Employee is responsible. (a) and shall serve in such capacity for the Term of this Employment Agreement. The Employee shall devote substantially all his/her full of his business time time, attention, and efforts energies to the business and interest Company, shall act at all times in the best interests of the Company. (b) During the term of this Agreement, Employee shall not engage in any activity that would be inconsistent with such duties or with the objectives and business of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to the Company, and shall refrain not during the term of this Employment Contract be engaged in any other business activity, whether or not such business is pursued for gain, profit, or other pecuniary advantage. Notwithstanding the foregoing, this Employment Contract shall not be construed as preventing Employee from investing his personal assets in any form or manner that will not require any services by Employee in the operation of the affairs of the business in which such participation until investments are made; provided; however, that Employee obtains shall not be permitted to make any investment in any business competing with the written consent business of the Company’s General Counsel. Further, which notwithstanding the foregoing provisions, this Employment Contract shall not be unreasonably withheld or delayed. It shall not be considered construed as preventing the Employee from serving as a violation member of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so board of directors of any company as long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Company. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established service has been approved by the Company Chief Executive Officer and such service does not distract the Employee from time to timehis duties hereunder.

Duties. a. Employee hereby agrees to shall, under the direction of the Chief Executive Officer of the Company, perform the duties of the Company’s Chief Financial Officer and such other duties as are customarily associated with and incidental to the position described in Section 2 and as Chief Executive Officer may be assigned to him/her from time to time by assign either orally or in writing, and subject to the employees direction and policies and procedures of the Company and its Board of Directors as they may be, from time to whom Employee is responsibletime, stated either orally or in writing. (a) b. While employed with the Company, Employee agrees that he will not undertake planning for or organization of any business activity competitive with the Company’s business or combine or join with other employees or representatives of the Company’s business for the purpose of organizing any such competitive business activity. c. Employee shall devote substantially all his/her full business time and efforts promptly disclose to the Company’s appropriate corporate officers or directors all business opportunities that (i) are presented to Employee in his capacity as an employee of the Company, and (ii) of a similar nature to the type of business in which the Company currently engages in or has expressed an interest in engaging in the future. Employee shall not usurp or take advantage of any such business opportunity without first offering such opportunity to the Company. (b) During the term of this Agreement, d. The Employee shall not engage in any activity that would be inconsistent with such duties or with the objectives devote all of his business time, attention, and business of energy to the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate not, during the term of his employment, be actively engaged in any outside businessmanagerial or employment capacity in any other business activity for gain, he/she shall disclose his/her interest profit, or other pecuniary advantage, unless the Company consents to Employee’s involvement in writing to the Company, and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counsel, which business activity in writing. This restriction shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for construed as preventing the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, making investments that do not unreasonably interfere with the performance of the Employee’s his duties for with the Company. (d) e. Employee acknowledges represents to the receipt Company that he has no other outstanding commitments inconsistent with any of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees this Agreement or the services to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to timerendered under it.

Duties. Employee hereby agrees to perform (a) The Executive shall have such duties as are customarily associated assigned or delegated to him consistent with and incidental to his title as the position described in Section 2 and as may be assigned to him/her from full-time to time Chief Financial Officer by the employees of Company. Subject only to subparagraph (b) below, the Company to whom Employee is responsible. (a) Employee Executive shall devote substantially all his/her full business his working time and efforts attention to the business and interest of the Company, and shall cooperate fully in the advancement of the best interests of the Company. Subject to approval from the Company in writing in advance, the Executive, during the term of this Agreement or any extensions or renewals thereof agrees not to engage in any activities outside of the scope of the Executive’s employment that would detract from, or interfere with, the fulfillment of his responsibilities or duties under this Agreement. Executive agrees that he will have wound down his active involvement with Integral Financial Group, LLC (“IFG”) by October 31, 2017, and that any further involvement by Executive after October 31, 2017 with IFG shall be solely non-consultative, non-marketing and shall be solely administrative services (such as filing tax returns, paying fees and making filings with State Commissions, paying bills, collecting income for services provided, and prosecuting or defending legal disputes). (b) During Notwithstanding anything to the term of contrary in this Agreement or in the Proprietary Rights Agreement, Employee shall not engage in any activity that would be inconsistent with such duties or with the objectives and business Executive, during the period from the Effective Date until the termination of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to Executive’s employment with the Company, shall be able and shall refrain from such participation until Employee obtains be permitted: (1) to remain as the written consent owner of the Company’s General Counseland have a financial interest IFG; and (2) to sell, which shall not be unreasonably withheld assign, or delayed. It shall not be considered a violation otherwise convey IFG or components thereof, assets of the foregoing for the Employee to serve on professionalIFG, civic and his interest or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion control of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the CompanyIFG. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.

Duties. (a) Employee hereby agrees to shall perform such the following duties as are customarily associated in connection with and incidental his employment, all of which shall be subject to the position described paramount directions of the Board of Directors: (i) To serve as “Senior Vice President” and to be the “Chief Operating Officer” of the Company; and (ii) To assist the Company in Section 2 its business affairs, as well as in the Company’s dealings with other companies, its regulatory affairs, banking and other financial institutions and other groups and institutions; and (iii) To undertake such specific assignments, consistent with his office and position, as may be assigned given to him/her him from time to time by the employees Board of Directors or the Chief Executive Officer; and (iv) To continue to serve as a director of the Company Company, and then as, if and when re-elected, to whom Employee is responsible. (a) Employee shall devote substantially all his/her full business time continue to serve as a director of the Company, and efforts also if so elected, to the business and interest serve as a director of any subsidiary or affiliate of the Company. (b) During the term of this Agreement, Employee shall not engage in any activity that would be inconsistent with such duties or with devote his best efforts and skills to the objectives and business affairs of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to the Company, and shall refrain from such participation until Employee obtains to the written consent performance of the Company’s General Counsel, which duties set forth in this Article 5 on a full-time basis. Employee shall not participate in any “outside business” activity that will either (i) interfere with, or (ii) be unreasonably withheld or delayed. It shall not be considered a violation conflict of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere interest with the performance of the Employee’s duties for duties, activities and employment pursuant to this Agreement. The foregoing notwithstanding, Employee has disclosed to the Company. Company his other outside business interests (d“Outside Business Interests”) Employee acknowledges which are listed on Schedule “1” hereto and the receipt of the CompanyCompany with this full knowledge has consented to Employee’s Employee Manual, Code of Ethics and Stock Trading Policycontinuance thereof. Moreover, the terms of which Employee understands and Company agrees to permit Employee to involve himself in other similar Outside Business Interests, on condition that they similarly be bounddisclosed and are added to Schedule “1” prior to their being commenced. The failure to disclose and list any Outside Business activity on Schedule “1” shall be prima facie a breach of this provision. Employee shall adhere may also invest his assets and manage, protect and support the profitability of such assets, as well as devote such reasonable time as is required by such Outside Business Interests, subject to all other written policies, rules and regulations established by the Company from time to timelimitations set forth in this Section 5(b).

Duties. Employee hereby agrees to perform During the Term, and except for illness or incapacity and reasonable vacation periods of no more than 4 weeks in any calendar year (or such duties other periods as are customarily associated shall be consistent with the Company's policies for other key executives), the Executive shall devote all of his business time, attention, skill and incidental efforts exclusively to the position described business and affairs of the Companies and their subsidiaries and affiliates, shall not be engaged in Section 2 any other business activity, and as shall perform and discharge well and faithfully the duties which may be assigned to him/her him from time to time by the employees board of directors of the Company to whom Employee is responsible.(the "Board") or the Bank and that are consistent with his position and status; provided, however, that nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: (ai) Employee shall devote substantially all his/her full business time serving, in accordance with the Company's policies and efforts to with the business and interest prior approval of the Company. (b) During the term of this Agreement, Employee shall not engage in any activity that would be inconsistent with such duties or with the objectives and business of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to the Company, and shall refrain from such participation until Employee obtains the written consent of the Company’s General CounselBoard, which shall prior approval will not be unreasonably withheld withheld, as a director of any company or delayed. It shall organization involving no actual or potential conflict of interest with the Companies or any of their subsidiaries or affiliates; (ii) delivering lectures and fulfilling speaking engagements; (iii) engaging in charitable and community activities; and (iv) investing his personal assets in businesses in which his participation is solely that of an investor in such form or manner as will not be considered a violation violate Section 7 below or require any services on the part of the foregoing for Executive in the Employee to serve on professionaloperation or the affairs of such business, civic or charitable boards or committeesprovided, so long as however, that such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not materially affect or interfere with the performance of the Employee’s Executive's duties for and obligations to the Company. (d) Employee acknowledges the receipt Companies. Not less frequently than annually, a listing of the Company’s Employee Manual, Code Executive's positions with unaffiliated companies and organizations will be presented to the Nominating Committee of Ethics the Board for its review and Stock Trading Policy, the terms approval of which Employee understands such service and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to timegranting of indemnification in connection therewith.

Duties. (a) The Employee hereby agrees to shall perform such the following duties as are customarily associated in connection with and incidental his employment, all of which shall be subject to the position described paramount directions of the Board of Directors: (i) To serve as "President" of the Company; and (ii) To assist the Company in Section 2 its business affairs and scientific dealings relating to the development, testing, registration, manufacturing, licensing, marketing, and selling of pharmaceutical products, as well as in the Company's dealings with other companies, its regulatory affairs, banking and other financial institutions and other groups and institutions; and (iii) To undertake such specific assignments, consistent with his office and position, as may be assigned given to him/her him from time to time by the employees Board of Directors; and (iv) To continue to serve as a director of the Company Company, and then as, if and when so re-elected to whom Employee is responsible. (a) Employee shall devote substantially all his/her full business time continue to serve as a director of the Company, and efforts also if so elected, to the business and interest serve as a director of any subsidiary or affiliate of the Company. (b) During Employee shall devote his best efforts and skills to the term affairs of the Company, and to the performance of the duties set forth in this AgreementArticle 5, on a substantially full-time basis. The Employee shall not engage in any activity that would be inconsistent with such duties or with the objectives and business of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside businessbusiness activity that will either (i) interfere with, he/she shall disclose his/her or (ii) be a conflict of interest in writing to the Company, and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Company. (d) Employee acknowledges the receipt of the Company’s Employee Manual's duties, Code of Ethics activities and Stock Trading Policyemployment pursuant to this Agreement. The foregoing notwithstanding, the terms of Employee has disclosed to the Company his other outside business interests ("Outside Business Interests") which Employee understands are listed on Schedule "1" hereto and the Company with this full knowledge has consented to the Employee's continuance thereof. Moreover, the Company agrees to permit the Employee to involve himself in other similar Outside Business Interests, on condition that they similarly be bounddisclosed and are added to Schedule "1" prior to their being commenced. The Employee shall adhere may also invest his assets and devote such reasonable time as is necessary to all other written policiesdo so, rules so as to manage, protect and regulations established by support the Company from time to timeprofitability of those invested assets.

Duties. Employee hereby agrees to perform such duties as are customarily associated with and incidental Subject to the powers by law vested in the Board of Directors of Bank, Employee shall perform the duties of Executive Vice President of Commerce Security Leasing. In that capacity, Employee is primarily responsible for managing all facets of the Leasing Division. Employee is also responsible for Leasing Division marketing, underwriting, documentation, disbursements, servicing and collecting. Employee's duties include, but are not limited to, those duties specified on Bank's Job Description for the position described in Section 2 of Executive Vice President/Leasing Division a copy of which is attached as Exhibit "A" hereto. The duties and as position of Employee may be assigned to him/her changed from time to time by the employees Chief Executive Officer of Bank, any such changes being substantially similar with those held or performed by Employee as of the Company to whom Employee is responsible. (a) Employee shall devote substantially all his/her full business time date of this Agreement and efforts to the business and interest of the Company. (b) During the term maintaining then current compensation, without resulting in a rescission of this Agreement. Notwithstanding any such change from the duties originally assigned and specified above, or hereafter assigned, the employment of Employee shall be construed as continuing under this Agreement as modified. During the Term, Employee shall not engage in any activity that would perform exclusively the services herein contemplated to be inconsistent with such duties or with the objectives performed by Employee faithfully, diligently and business of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to the Companybest of Employee's ability, consistent with leasing industry standards and shall refrain from such participation until Employee obtains the written consent in compliance with all applicable laws, Bank's Articles of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Company. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics Association and Stock Trading Policy, the terms of which Employee understands Bylaws and agrees to be bound. Employee shall adhere to all other written Bank's policies, rules and regulations established by the Company as modified from time to time.

Duties. Employee hereby agrees to perform such duties as are customarily associated with and incidental to the position described in Section 2 and as may be assigned to him/her from time to time by the employees of the Company to whom Employee is responsible. (a) Employee Executive shall devote substantially all his/have such authority and responsibilities and shall perform such reasonable duties and functions as are typically performed by executives in her full business time position and efforts such other reasonable duties and functions commensurate with her position as the Chief Executive Officer and Board lawfully assign to her. Executive shall comply in the performance of her duties with the policies of the Fairway Group and the Board, and be subject to the business and interest direction of the CompanyChief Executive Officer and the Board. (b) During the term Employment Term, Executive shall devote all of this Agreementher business time and attention, Employee shall not engage in any activity that would be inconsistent with such duties or with reasonable vacation time and absences for sickness excepted, to the objectives and business of the Company and shall diligently perform his/Fairway Group, as necessary to fulfill her obligations and discharge his/duties; provided, however, that Executive may engage in other activities so long as such activities do not unreasonably interfere with Executive’s performance of her duties under this Agreementhereunder and do not violate Section 9 hereof. Executive shall perform the duties assigned to her in compliance in all material respects with the Company’s Code of Conduct. (c) If Employee desires Nothing contained in this Section 6 or elsewhere in this Agreement shall be construed to participate prevent Executive from investing or trading in any outside businessnon-competing investments as she sees fit for her own account, he/she shall disclose his/her interest in writing to the Companyincluding real estate, and shall refrain from such participation until Employee obtains the written consent stocks, bonds, securities, commodities or other forms of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Companyinvestments. (d) Employee acknowledges Executive shall have the receipt right to serve on one (1) outside board of directors of Executive’s choosing. The Chief Executive Officer shall have the Companyright to approve of Executive’s Employee Manualchoice, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees such approval not to be boundunreasonably withheld. Employee Executive’s position as a member of an outside board of directors shall adhere not detract from her duties and responsibilities to all other written policies, rules and regulations established by the Company from time to timeFairway Group.

Duties. Employee hereby (a) The Executive shall serve during the Employment Period as Chairman of the Board and Chief Executive Officer of the Company, reporting only to the Board of Directors (the "Board"). The Executive agrees to that in such offices he shall perform such duties and functions as are customarily associated commensurate with his status as Chairman of the Board and incidental to Chief Executive Officer of the position described in Section 2 and Company as may be assigned to him/her from time to time be determined by the employees of the Company to whom Employee is responsible. (a) Employee Board. The Executive shall devote substantially all his/her full business time of his working time, attention, skill and efforts to the business and interest performance of his duties hereunder; provided, however, that with the prior approval of the Company. (b) During Board, which it may grant or deny in its sole discretion, the term Executive may serve on the boards of this Agreementdirectors of other for-profit corporations, Employee shall if such service does not engage in any activity that would be inconsistent conflict with such his duties hereunder or with the objectives and business of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing his fiduciary duty to the Company. It is further understood and agreed that nothing herein shall prevent the Executive from managing his passive personal investments (subject to applicable Company policies on permissible investments), and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee (subject to serve on professional, applicable Company policies) participating in charitable and civic or charitable boards or committeesendeavors, so long as such activities are disclosed do not interfere in more than a de minimis manner with the Executive's performance of his duties hereunder. The services to be performed by the Executive pursuant to the terms of this Agreement shall be rendered principally at the Company's principal offices; provided, andhowever, in that the Executive agrees to travel for reasonable discretion periods of time for business purposes whenever such travel is necessary or appropriate to the performance of his duties hereunder. (b) Upon request of the Board, the Executive shall also serve as an officer and director of subsidiaries and affiliates of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Company. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.

Duties. (a) During the Term, Employee hereby agrees to perform such duties serve Employer as are customarily associated with its Vice President and incidental Chief Operating Officer reporting to the position described Company’s Chief Executive Officer, and in Section 2 and such other executive capacities as may be assigned to him/her agreed from time to time by the employees Company’s Board of Directors or a duly authorized committee thereof (the Company “Board”) and Employee; provided that (i) Employee’s duties shall at all times be limited to whom Employee is responsible. those commensurate with the foregoing offices, and (aii) Employee shall devote substantially all his/her full business time and efforts not be obligated, without his consent, to relocate his principal office location from Oxford, Connecticut (or the surrounding reasonable commuting area), although the foregoing limitation is not intended to limit Employee’s requirement, in the normal course of business, to travel to the Employer’s other business locations. Employee shall serve, if elected, as a director of, and interest if agreed by Employee and the board of directors of the Companyorganization in question, shall serve as an officer and render appropriate services to, corporations directly or indirectly controlled by Employer (“Employer’s Affiliates”) as Employer may from time to time reasonably request (but only such services as shall be consistent with the duties Employee is to perform for Employer and with Employee’s stature and experience). All duties and services contemplated by this Section 2 are hereinafter referred to as the “Services.” (b) During the term of this AgreementTerm, Employee will devote his full business time and attention to, and use his good faith efforts to advance, the business and welfare of Employer; provided that the foregoing shall not restrict Employee’s rights to engage in any activity that would be inconsistent with such duties or with the objectives and business of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside businesspassive investment activities, he/she shall disclose his/her interest in writing to the Company, and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable the boards or committees, of directors of other entities (so long as such activities are disclosed not violative of Section 6), or to the Companyengage in civic, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Companycharitable and other similar activities. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.

Duties. Employee hereby agrees to perform such duties as are customarily associated with The Company shall employ the Executive, and incidental to the position described Executive shall serve in Section 2 and as may be assigned to him/her from the full-time to time by the employees of the Company to whom Employee is responsible. (a) Employee shall devote substantially all his/her full business time and efforts to the business and interest employ of the Company. (b) During , on the term of terms and subject to the conditions set forth in this Agreement. The Executive shall serve as the Chief Executive Officer (“CEO”) of the Company, Employee reporting to the Chairman of the Board of Directors for the Company (the “Board”) and shall not engage in any activity that would at all times during the Term be inconsistent with the most senior executive officer of the Company. The Executive shall have such duties or and authority commensurate with the objectives and business position of CEO of the Company and shall diligently perform his/her obligations and discharge his/her such other duties under this Agreement. (c) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to commensurate with such position as the Company, and shall refrain from such participation until Employee obtains the written consent Chairman of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel Board may from time-to-timetime assign. During the Term Deutsche Telekom AG (“DT”) shall cause the Executive to be appointed to the Board (and if and when the Company issues publicly traded common stock or other equity securities, do the Company shall use its best efforts to cause the Executive to be nominated for election to the Board). The Executive shall devote his best efforts and all of his business time and attention to promote the benefit and advantage of the Company; provided, however, that the foregoing shall not preclude the Executive from engaging in appropriate civic, charitable or religious activities which have been previously approved by the Company's compliance function consistent with Company policy or from devoting a reasonable amount of time to private investments not inconsistent with the Restrictive Covenant and Confidentiality Agreement referenced in paragraph 6 below, and provided further, that the Executive may continue board service on the entities listed on Exhibit A to this Agreement, in all such cases so long as such service does not materially interfere with the performance of the Employee’s duties for Executive's full time services to the Company. (d) Employee acknowledges the receipt of . The Executive's position shall be based at the Company’s Employee Manual's headquarters in Bellevue, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to timeWashington.

Duties. (a) During the Term, Employee hereby agrees to perform such duties serve Employer as are customarily associated with its President, Chief Executive Officer and incidental Chairman of its Board of Directors (the "Board"), reporting to the position described Board, and in Section 2 and such other executive capacities as may be assigned to him/her requested from time to time by the employees of Board or a duly authorized committee thereof; provided that (i) Employee's duties shall at all times be limited to those commensurate with the Company to whom Employee is responsible. foregoing offices, and (aii) Employee shall devote substantially all his/her full business time and efforts not be obligated, without his consent, to relocate his principal office location from Fairfield, Connecticut (or the surrounding area), although the foregoing limitation is not intended to limit Employee's requirement, in the normal course of business, to travel to the Employer's other business and interest locations. Employee shall serve, if elected, as a member of the Board, and shall render similar such services for corporations directly or indirectly controlled by Employer or by Roller Bearing Holding Company, Inc. ("Employer's Affiliates") as Employer may from time to time reasonably request (but only such services as shall be consistent with the duties Employee is to perform for Employer and with Employee's stature and experience). All duties and services contemplated by this Section 3 are hereinafter referred to as the "Services." (b) During the term of this AgreementTerm, Employee will devote his full business time and attention to, and use his good faith efforts to advance, the business and welfare of Employer; provided that the foregoing shall not restrict Employee's rights to engage in any activity that would be inconsistent with such duties or with the objectives and business of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside businesspassive investment activities, he/she shall disclose his/her interest in writing to the Company, and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable the boards or committees, of directors of other entities (so long as such activities are disclosed not violative of Section 4 below), or to the Company, and, engage in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Companycivic and other similar activities. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.

Duties. Employee hereby agrees to perform such duties as are customarily associated with and incidental to the position described in Section 2 and as may be assigned to him/her from time to time by the employees of the Company to whom Employee is responsible. (a) Employee shall devote substantially all his/her full business of Employee’s working time and efforts to the business and interest of the Company. (b) During the term of this Agreement, Employee shall not engage in any activity that would be inconsistent with such duties or with the objectives and business affairs of the Company (which shall include service to its affiliates, if applicable), provided that Employee shall be permitted to (i) manage Employee’s personal, financial and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. legal affairs, (cii) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to the Companytrade associations, and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to (iii) serve on professionalthe board of directors of not-for-profit or tax-exempt charitable organizations, civic or charitable boards or committeesin each case, so long as subject to compliance with this Agreement and provided that such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not materially interfere with the Employee’s performance of the Employee’s duties for the Company. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be boundresponsibilities hereunder. Employee shall adhere perform the duties and responsibilities normally associated with the position of Vice President – Controller and as may from time to all other written policies, time be assigned to him by the Chief Executive Officer of the Company or his designee. Employee agrees to observe and comply with the rules and regulations established policies of the Company as adopted by the Company from time to time. Employee represents and covenants to the Company that he is not subject or a party to any employment agreement, non-competition covenant, nondisclosure agreement, or any similar agreement, covenant, understanding, or restriction that would prohibit Employee from executing this Agreement and fully performing his duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Employee hereunder.

Duties. Employee hereby agrees to shall perform such duties as are customarily associated with and incidental to the position described in Section 2 and as may be assigned to him/her from time to time by following services for the employees of the Company to whom Employee is responsible.Company: (a) Employee shall devote substantially all his/her full business time and efforts to the business and interest serve as Chief Executive Officer of the Company, or in such other position as determined by the Board, and in that capacity shall work with the Company to pursue the Company's plans as directed by the Board. The Board agrees to recommend and support Employee as a Director promptly after the Effective Date of this Agreement. (b) During the term of this Agreement, Employee shall not engage in any activity that would be inconsistent with such perform duties or with the objectives and business functions of the Company and shall diligently perform his/her obligations and discharge his/her duties under this AgreementChief Executive Officer of the Company, subject to the direction of the Board. (c) If During the Term of this Agreement (defined below), Employee desires shall devote substantially all of Employee's business time to participate the performance of Employee's duties under this Agreement, and substantially all of Employee's business time under this Agreement will be spent in any outside businessthe Company's locations on Long Island, he/she shall disclose his/her interest in writing New York, except for business trips taken on behalf of and for the business interests of the Company, unless otherwise agreed to by the Board; provided, however, that Employee may serve as a Director of up to two other entities so long as such entities are not competitive with the Company and such service would not pose a conflict for Employee or restrict his ability to carry out his duties to the Company, and so long as any such position is approved by the Board. Without limiting the foregoing, Employee shall refrain from such participation until perform services on behalf of the Company for at least forty hours per week, and Employee obtains shall be reasonably available at the written consent request of the Company at other times, including weekends and holidays, to meet the needs and requests of the Company’s General Counsel's operations, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professionalcustomers, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Companyand Board. (d) During the Term, Employee acknowledges the receipt of will not engage in any other activities or undertake any other commitments that conflict with or take priority over Employee's responsibilities and obligations to the Company’s Employee Manual, Code of Ethics its business, and Stock Trading Policyits customers, the terms of which Employee understands including without limitation those responsibilities and agrees obligations incurred pursuant to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to timethis Agreement.

Duties. Employee hereby agrees During the Employment Term, the Executive shall continue to perform such the duties as are customarily associated with and incidental to the position described in Section 2 and as may be assigned to him/her him by the Company's Chief Executive Officer (the "CEO") or the Company's Board of Directors (the "Board"), from time to time by the employees after commencement of the Company to whom Employee is responsibleEffective Date; provided that the Executive shall not be assigned tasks inconsistent with those of an officer of the Company. Executive's services shall be primarily performed at the Company's offices in Tampa, Florida. 1. The Executive shall: (a) Employee shall devote substantially all his/her full business time and efforts serve as a member of the interim Operating Committee of the Company reporting to the business and interest Board through the Chairman of the Company.Board, until such date as the Board appoints a CEO or otherwise determines to terminate the interim Operating Committee; (b) During serve as acting Chief Financial Officer until such date as the term Board appoints a Chief Financial Officer or determines otherwise; and (c) devote substantially all of this Agreementhis business time and use his reasonable best efforts, Employee talents, knowledge and experience to serve the Company and to promote its interests. 2. The Executive shall perform his duties diligently and competently and shall act in conformity with the Company's written and oral policies and within the limits, budgets and business plans set by the Company. The Executive shall at all times during the Employment Term strictly adhere to and obey all of the rules and regulations in effect from time to time relating to the conduct of the executives of the Company. The Executive shall not engage in consulting work or any activity trade or business for his own account or for or on behalf of any other person, firm or company that would be inconsistent with such duties competes, conflicts or with the objectives and business of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to the Company, and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere interferes with the performance of the Employee’s his duties for the Companyhereunder in any material way. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.

Duties. Employee hereby agrees to 4.1 The Executive will: (a) perform all the duties and exercise all the powers of his office and such duties other functions within the Group (not being inconsistent with his position as are customarily associated with and incidental Executive Vice President, International Division, of the Company) as the Chief Executive Officer may require to the position described in Section 2 best of his ability, giving the Company the full benefit of his knowledge, expertise and as may be assigned technical skills, and he will comply with all lawful directions given by or with the authority of the Board, and whenever required to do so, will promptly give a full account to the Board or a person duly authorised by the Board, of all matters entrusted to him/her ; (b) comply with all reasonable directions from time to time given to him by the employees of the Company Chief Executive Officer and with rules and policies from time to whom Employee is responsible. (a) Employee shall devote substantially all his/her full business time and efforts to the business and interest of laid down by the Company. (b) During the term of this Agreement, Employee shall not engage in any activity that would be inconsistent with such duties or with the objectives and business of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement.; (c) If Employee desires to participate whenever so required for the proper fulfilment of his duties, work without further remuneration in any outside business, he/she shall disclose his/her interest in writing to excess of the Company, and shall refrain from such participation until Employee obtains the written consent normal hours of work of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Company.; (d) Employee acknowledges attend and work at any premises of the receipt Group wherever situated, and travel and work both in the United Kingdom and abroad, as may be required for the proper fulfilment of his duties; and (e) at the request of the Company’s Employee Manual, Code of Ethics and Stock Trading Policyaccept any other appointment with the Group (whether such appointment is in addition to or in substitution for the appointment specified in Clause 2) whether in the United Kingdom or abroad; provided, that such appointment does not render the terms of which Employee understands the Employment, taken as a whole, materially less favourable to the Executive than those prevailing before such appointment. No such change will be deemed to be a termination of the Employment. 4.2 The Executive agrees that for the purposes of the Working Time Regulations 1998 (and any amendment or re-enactment thereof) any legislative provisions imposing a maximum number of average weekly working hours shall not apply to the Employment. The Executive may withdraw consent by giving the Company not less than three months’ notice in writing. 4.3 The Executive agrees not to voluntarily assist any person in bringing or pursuing, or preparing to bring or pursue, any claim or action of any kind against the Company, its parents, subsidiaries, affiliates, officers, directors, employees or agents save as required by Order of a Court of competent jurisdiction. 4.4 Before and after the Termination Date, the Executive agrees to be bound. Employee shall adhere reasonably cooperate with the Company in connection with its actual or contemplated defence, prosecution, or investigation of any claims or demands by third parties, or other matters, arising from events, acts, or failures to all other written policies, rules and regulations established act that occurred during the time period in which the Executive is employed by the Company. Such cooperation includes, without limitation, the Executive making himself available upon reasonable notice, without Order of a Court of competent jurisdiction, for interviews and truthful and accurate testimony, which could include depositions, trial testimony and/or witness statements. The Company from time will reimburse the Executive for reasonable out-of-pocket expenses he incurs in connection with any such cooperation (excluding forgone wages, salary, or other compensation), and will reasonably accommodate the Executive’s scheduling needs. In addition, the Executive agrees to timeexecute all documents (if any) necessary to carry out the terms of this Clause 4.4.

Duties. Employee hereby agrees to perform Executive shall have such duties as are customarily associated with and incidental to the position described in Section 2 and as may be assigned to him/her Executive from time to time by the CEO of the Project, Board of Directors of Nevada Property 1, LLC (the “Board”) or such other person or entity as designated from time-to-time by Deutsche Bank AG. Executive is also required to read, review and observe all of the Employer’s policies, procedures, rules and regulations in effect from time to time during the Executive’s employment that apply to employees of the Company Employer, including, without limitation, the Code of Business Conduct and Ethics, as amended from time to whom Employee time (a current version of which is responsible. (a) Employee attached as Exhibit A). Executive shall devote substantially Executive’s full-time working time to the performance of Executive’s duties hereunder, shall faithfully serve the Employer, shall in all his/her full business respects conform to and comply with the lawful directions and instructions given to Executive the CEO of the Project, the Board or such other person or entity designated from time-to-time and by Deutsche Bank AG. Executive shall use Executive’s best efforts to promote and serve the business and interest interests of the Company. (b) During Employer and the term of this AgreementProject. Further, Employee Executive shall not engage in not, directly or indirectly, render services to any activity that would be inconsistent with such duties other person or with organization without the objectives and business of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to the Company, and shall refrain from such participation until Employee obtains the written consent of the CompanyEmployer or otherwise engage in activities that would interfere with Executive’s General Counselfaithful performance of Executive’s duties hereunder; provided, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to however, that Executive may serve on professional, civic or charitable boards or committeesengage in charitable activities without remuneration if doing so is not inconsistent with, so long as such activities are disclosed or adverse to, Executive’s employment hereunder. Executive shall report directly to the CompanyBoard or such other entity as designated by Deutsche Bank AG. Initially, and, in Executive’s immediate supervisor shall be ▇▇▇▇ ▇▇▇▇ but it is expected the reasonable discretion Executive will report to the CEO of the Company’s General Counsel from time-to-time, do not interfere with Project once the performance of the Employee’s duties for the Company. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be boundCEO begins employment. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.CONFIDENTIAL 3

Duties. Employee hereby (a) The Executive agrees to perform serve as Executive Vice President, Chief Claims Officer of the Company during the Term. In such capacities, the Executive shall have the responsibilities and duties customary for such office(s) and such other executive responsibilities and duties as are customarily associated with and incidental to the position described in Section 2 and as may be assigned to him/her from time to time by the employees of Company’s President and/or Chief Executive Officer that are consistent with the Company Executive’s position(s). The Executive agrees to whom Employee is responsible. (a) Employee shall devote substantially all his/her full his business time time, attention and efforts services to the business and interest affairs of the CompanyCompany and its affiliates and to perform his duties to the best of his ability. At all times during the performance of this Agreement, the Executive will adhere to the Code of Conduct of the Company (the “Code of Conduct”) that has been or may hereafter be established and communicated by the Company to the Executive for the conduct of the position or positions held by the Executive. The Executive may not accept directorships on the board of directors of for-profit corporations without the prior written consent of the President and/or Chief Executive Officer. The Executive may accept directorships on the board of directors of not-for-profit corporations without the President’s and/or Chief Executive Officer’s prior written consent so long as (a) such directorships do not interfere with Executive’s ability to carry out his responsibilities under this Agreement, and (b) Executive promptly notifies the President and/or Chief Executive Officer in writing of the fact that he has accepted such a non-profit directorship. (b) During the term of this Agreement, Employee shall not engage in any activity that would be inconsistent with such duties or with the objectives and business of If the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside business, he/she shall disclose his/her interest the Executive do not agree in writing to renew the CompanyTerm pursuant to Section 2.2, the Executive shall continue to be employed under this Agreement only until the expiration of the then current Term (unless earlier terminated pursuant to Section 3.1 hereof), shall cooperate fully with the President and/or Chief Executive Officer and shall refrain from perform such participation until Employee obtains the written consent of the Company’s General Counsel, which shall duties not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere inconsistent with the performance of the Employee’s duties for the Company. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to provisions hereof as he shall be bound. Employee shall adhere to all other written policies, rules and regulations established assigned by the Company from time to timePresident and/or Chief Executive Officer.

Duties. Employee hereby The Executive agrees that during the Employment Period, the Executive will devote his full business time, energies and talents to perform serving as the President and Chief Executive Officer of the Company, at the direction of the Board of Directors of the Company (the “Board”). The Executive shall have such duties as are customarily associated with and incidental to the position described in Section 2 and responsibilities as may be assigned to him/her the Executive from time to time by the employees Board, which duties and responsibilities shall be commensurate with Executive’s position, shall perform all duties assigned to the Executive faithfully and efficiently, subject to the direction of the Company to whom Employee is responsible. (a) Employee Board and shall devote substantially all his/her full business time have such authorities and efforts powers as are inherent to the business undertakings applicable to the Executive’s position and interest necessary to carry out the responsibilities and duties required of the Executive hereunder. The Executive will perform the duties required by this Agreement at the Company. (b) ’s principal place of business unless the nature of such duties requires otherwise. During the term Employment Period, the Executive shall be nominated to serve as member of the Board subject to the election of the shareholders. Notwithstanding the foregoing, during the Employment Period, the Executive may devote reasonable time to activities other than those required under this Agreement, Employee shall not engage 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 the Executive’s duties under this Agreement or conflict in any activity that would be inconsistent with such duties or material way with the objectives and business of the Company and its Affiliates; provided, however, that the Executive shall diligently perform his/her obligations and discharge his/her duties under this Agreement. not serve on the board of directors of any business (cother than the Company or its Affiliates) If Employee desires to participate in or hold any outside business, he/she shall disclose his/her interest in writing to other position with any business without receiving the Company, and shall refrain from such participation until Employee obtains the prior written consent of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the CompanyBoard. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.

Duties. Employee hereby agrees to (a) Executive shall perform such reasonable duties and functions as are customarily associated with and incidental to the position described in Section 2 and as may be assigned to him/her from time to time by the employees Chief Executive Officer of the Company may lawfully assign to whom Employee is responsible. (a) Employee him, such duties being commensurate with the duties customarily performed by presidents and chief operating officers of companies, and Executive shall devote substantially all his/her full business time comply in the performance of his duties with the policies of the Chief Executive Officer, the Company Board and efforts the GP Board, and be subject to the business and interest direction of the CompanyChief Executive Officer, the Company Board and the GP Board. At the request of the GP Board, Executive shall serve as an executive officer, director and manager of any member of the US Shipping Group without additional compensation and, in the performance of such duties, Executive shall comply with the policies of the board of directors or board of managers of each such entity. Executive shall serve, without additional compensation, as President and Chief Operating Officer of the General Partner, Parent, the Partnership and each subsidiary of the Partnership and the General Partner. (b) During the term Employment Term, Executive shall devote all of this Agreementhis business time and attention, Employee shall not engage in any activity that would be inconsistent with such duties or with reasonable vacation time and absences for sickness excepted, to the objectives and business of the Company Company, as necessary to fulfill his duties. Executive shall perform the duties assigned to him with fidelity and shall diligently perform his/her obligations to the best of his ability. Notwithstanding anything herein to the contrary, Executive may engage in other activities so long as such activities do not unreasonably interfere with Executive’s performance of his duties hereunder and discharge his/her duties under this Agreementdo not violate Section 9 hereof. (c) If Employee desires Nothing contained in this Section 6 or elsewhere in this Agreement shall be construed to participate prevent Executive from investing or trading in any outside businessnon-competing investments as he sees fit for his own account, he/she shall disclose his/her interest in writing to the Companyincluding real estate, and shall refrain from such participation until Employee obtains the written consent stocks, bonds, securities, commodities or other forms of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Companyinvestments. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.

Duties. During the Term of Employment, the Employee hereby agrees shall report to perform Sunil ------ Kumar or any person ▇▇▇▇ ▇. ▇▇▇▇▇▇ shall designate. ▇▇▇▇▇ ▇▇▇▇▇ and any such duties officer ▇▇▇▇ ▇. ▇▇▇▇▇▇ shall designate shall be referred to herein as are customarily associated with and incidental the "Reporting Officer". The Employee shall, subject to the position described direction and control of the Reporting Officer, (i) perform all duties which are consistent with (x) duties generally performed by an executive officer of the Company and (y) the Employee's manufacturing and/or marketing experience in Section 2 the Company's business and (ii) enjoy all powers as may be assigned delegated to him/her him from time to time by the employees Reporting Officer; provided, however, that the Reporting Officer shall be -------- ------- entitled to change the scope of the Company to whom Employee is responsible. Employee's duties, and the extent of his responsibilities, in each case consistent with clauses (ax) Employee shall devote substantially all his/her full business time and efforts (y) above, upon reasonable prior notice to the business Employee, and interest no such reassignment or change of duties or responsibilities shall be deemed to be a breach by the Company of the Company. (b) During the term terms of this Agreement. The Employee agrees to devote all his business energy, attention, skill and time to performing his duties and to promoting the Company's interests. The Employee shall not engage in any activity that would be inconsistent with such at all times perform his duties or with the objectives and business of the Company obligations loyally, conscientiously and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to the Company, and shall refrain from such participation until best of his ability. The Employee obtains the written consent of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Company. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to comply with all other written Company policies, rules and regulations established by the Company now in effect or adopted from time to timetime during the Employee's Term of Employment. The Employee agrees not to disparage the Company or any products of the Company during the Term of Employment and thereafter.

Duties. Employee hereby agrees During the Employment the Executive shall: (a) undertake and carry out to perform the best of his ability and to the standard reasonably required by the Board such duties and exercise such powers in relation to the Group’s business as may from time to time be assigned to or vested in him by the Board including where those duties require the Executive to work for any Group Company (but the Board will only assign such duties to the Executive as are customarily associated with and incidental appropriate to the position described Executive’s position); (b) unless prevented by ill-health, holidays or other unavoidable cause, devote the whole of his working time, attention and skill to the discharge of his duties under this Agreement; (c) in Section 2 the discharge of those duties and the exercise of those powers observe and comply with all lawful resolutions, regulations and directions from time to time made by, or under the authority of, the Board and promptly upon request, give a full account to the Board or a person duly authorised by the Board, in writing if requested, of all matters with which he is involved; (d) faithfully and diligently perform his duties and at all times use his best endeavours to promote and protect the interests of the Group; (e) comply with the articles of association of any Group Company of which he is a director and all statutory, fiduciary and common law duties that apply to him from time to time and do all such things as are necessary to ensure compliance with the UK Corporate Governance Code; (f) do, or refrain from doing, such things as are necessary or expedient to ensure compliance by himself and any Group Company with applicable law and regulation and all regulatory authorities relevant to any Group Company; (g) refrain from doing anything which would cause him to be disqualified from acting as a director; (h) promptly disclose to the Board full details of any wrongdoing by the Executive or any other employee of any Group Company where that wrongdoing is material to that employee’s employment by the relevant company or to the interests or reputation of any Group Company; (i) not incur on behalf of the Company or any Group Company any capital expenditure in excess of such sum as may be assigned to him/her authorised from time to time by resolution of the employees Board; (j) not enter into on behalf of the Company to whom Employee or any Group Company any commitment, contract or arrangement which is responsible. (a) Employee shall devote substantially all his/her full business time and efforts to otherwise than in the business and interest of the Company. (b) During the term of this Agreement, Employee shall not engage in any activity that would be inconsistent with such duties or with the objectives and business of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to the Company, and shall refrain from such participation until Employee obtains the written consent normal course of the Company’s General Counsel, or the relevant Group Company’s business or is outside the scope of his normal duties or authorisations or is of an unusual or onerous or long-term nature; (k) not engage any person on terms which shall not be unreasonably withheld or delayed. It shall not be considered a violation vary from those established from time to time by resolution of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed Board; (l) report to the Company, and, [CEO] (or such other person as the Board may from time to time nominate and notify the Executive); (m) travel to such places (within or outside the United States) as the Company may from time to time reasonably require; (n) refrain from doing or permitting any matter which causes any regulatory authority in the reasonable discretion of the Company’s General Counsel from time-to-timeUnited Kingdom, do not interfere with the performance of the Employee’s duties for the Company. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees United States or elsewhere to be bound. Employee shall adhere to all other written policies, rules and regulations established by withdraw permission or in any way prevent the Company from time to timeemploying or otherwise using the services of the Executive.

Duties. As Chief Financial Officer, Employee hereby agrees to shall perform such duties as are customarily associated with and incidental to the position described in Section 2 and as may be assigned to him/her him from time to time (consistent with the limitations set forth in Section D(iv) of this Agreement) by the President and Chief Executive Officer ("CEO"), including, but not limited to: (i) finance, accounting and treasury responsibilities; (ii) diligently pursuing the filing of the Corporation's 10-Q for the third quarter and signing the same; (iii) handling the investor conference call and other contacts specifically related to the release of the Corporation's third quarter 1998 results; and (iv) maintaining a policy that contacts with investors, analysts, investment brokers or managers and other like persons will be at the direction of the President and CEO of the Corporation, except for routine contacts with bank and cash managers. As Vice President, Corporate Development, Employee shall perform such duties as may be assigned to him from time to time by the employees President and CEO of the Company Corporation, including, but not limited to, the evaluation and analysis of acquisition opportunities related to whom such target companies as may be identified from time to time by the President and CEO. The Corporation and Employee is responsible. (a) acknowledge that the duties of Vice President, Corporate Development may not require the full-time attention of the Employee, and the Corporation shall be flexible concerning the Employee's hours and place of work for the remainder of the Term. Employee shall devote substantially continue to be entitled to all his/her full business time rights of indemnification by the Corporation as to which he is presently entitled, and efforts the Corporation's obligation to the business and interest of the Company. (b) During the term of this Agreement, indemnify Employee shall not engage in any activity that would be inconsistent with such diminished by the limitations on Employee's duties or with the objectives and business hours of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreementwork. (c) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to the Company, and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Company. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.

Duties. The Employee hereby agrees that during the Employment Period the Employee will devote his full business time, energies and talents to perform serving as the President of the Bank, at the direction of the CEO of Cedar Rapids Bank & Trust (the “CRBT CEO”). The Employee shall have such duties as are customarily associated with and incidental to the position described in Section 2 and responsibilities as may be assigned to him/her the Employee from time to time by the employees Bank or the CRBT CEO, which duties and responsibilities shall be commensurate with the Employee’s position, shall perform all duties assigned to the Employee faithfully and efficiently, subject to the direction of the Company to whom Employee is responsible. (a) Employee CRBT CEO and shall devote substantially all his/her full business time have such authorities and efforts powers as are inherent to the business undertakings applicable to the Employee’s position and interest necessary to carry out the responsibilities and duties required of the Company. (b) During Employee hereunder. The Employee will perform the term duties required by this Agreement at the Bank’s principal place of business unless the nature of such duties requires otherwise. Notwithstanding the foregoing, during the Employment Period, the Employee may devote reasonable time to activities other than those required under this Agreement, including activities of a charitable, educational, religious or similar nature (including professional associations) to the extent such activities do not, in the reasonable judgment of the Bank, inhibit, prohibit, interfere with or conflict with the Employee’s duties under this Agreement or conflict in any material way with the business of the Bank and/or its Affiliates; provided, however, that the Employee shall not engage in serve on the board of directors of any activity that would be inconsistent business (other than the Bank and/or its Affiliates) or hold any other position with such duties or with any business without receiving the objectives and business of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to the Company, and shall refrain from such participation until Employee obtains the prior written consent of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the CompanyBank. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.

Duties. The Employee hereby agrees shall be employed as Executive Vice President - Administration of the Company, reporting directly to perform the Chief Executive Officer of the Company. As Executive Vice President - Administration, the Employee shall have such duties as are customarily associated with performed by individuals acting in such a position, as well as any specific related duties and incidental to the position described in Section 2 and responsibilities as may be assigned to him/her from time to time him by the employees Chief Executive Officer of the Company. Further, upon approval by the Board of Directors, the Employee shall become the Corporate Secretary for the Company to whom Employee is responsible. (a) and shall serve in such capacity for the Term of this Employment Agreement. The Employee shall devote substantially all his/her full of his business time time, attention, and efforts energies to the business and interest Company, shall act at all times in the best interests of the Company. (b) During the term of this Agreement, Employee shall not engage in any activity that would be inconsistent with such duties or with the objectives and business of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to the Company, and shall refrain not during the term of this Employment Contract be engaged in any other business activity, whether or not such business is pursued for gain, profit, or other pecuniary advantage. Notwithstanding the foregoing, this Employment Contract shall not be construed as preventing Employee from investing his personal assets in any form or manner that will not require any services by Employee in the operation of the affairs of the business in which such participation until investments are made; provided; however, that Employee obtains shall not be permitted to make any investment in any business competing with the written consent business of the Company’s General Counsel. Further, which notwithstanding the foregoing provisions, this Employment Contract shall not be unreasonably withheld or delayed. It shall not be considered construed as preventing the Employee from serving as a violation member of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so board of directors of any company as long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Company. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established service has been approved by the Company Chief Executive Officer and such service does not distract the Employee from time to timehis duties hereunder.

Duties. During the Term (as defined below), Employee hereby shall be employed as President of Employer. Employee shall report to the Chief Operating Officer of Parent. Employee agrees to perform such diligently and honestly exercise his business judgment in the discharge of the duties as are customarily associated with and incidental customary to the this position described in Section 2 and as may be assigned to him/her those duties are determined from time to time by the employees Chief Operating Officer of the Company Parent and to whom Employee is responsible. (a) Employee shall devote substantially fully comply with all his/her full business time laws and efforts regulations pertaining to the business and interest of the Company. (b) During the term performance of this Agreement, all ethical rules, Parent’s Code of Business Conduct & Ethics for Members of the Board of Directors and Executive Officers as well as any and all policies, procedures and instructions of Parent including, but not limited to, the provisions of Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. Employee agrees to devote his full work time and best efforts to the performance of the duties as an employee of Employer; provided, however, that Employee shall not be precluded from engaging in non-profit activities (such as serving on the boards of trade and industry associations, or religious, charitable or other community organizations), as long as such activities do not unreasonably interfere with Employee’s duties and responsibilities as President of Employer. Employee will not, during the Term, directly or indirectly, engage in any activity that would be inconsistent with such duties other business, either as an employee, employer, consultant, principal, officer, director, advisor, or with the objectives and business of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside businessother capacity, he/she shall disclose his/her interest in writing to either with or without compensation, without the Company, and shall refrain from such participation until Employee obtains the prior written consent of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Company. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be boundEmployer. Employee shall adhere to also comply with all other written policies, reasonable rules and regulations established by and policies now in effect or as subsequently modified, governing the Company from time conduct of Parent’s employees, including policies relating to time▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and reporting obligations intended to comply with the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Duties. Employee hereby agrees As of the Effective Date, the Executive shall serve the Company and BJ’s Wholesale Club Holdings, Inc. as Chief Executive Officer to perform serve in such duties capacity or other capacities consistent therewith, as are customarily associated with the most senior executive officer of the Company and incidental to BJ’s Wholesale Club Holdings, Inc., as designated by the position described in Section 2 and as may be assigned to him/her Board of Directors of BJ’s Wholesale Club Holdings, Inc. (the “Board of Directors”) from time to time by the employees of the Company to whom Employee is responsible. (a) Employee shall devote substantially all his/her full business time and efforts to the business and interest of the Company. (b) time. During the term of this Agreement, Employee the Executive shall not engage in any activity that would be inconsistent with such duties or with serve the objectives Company faithfully, diligently and to the best of his/her ability and shall devote substantially all of his/her business time, energy and skill to the affairs of the Company and shall diligently as necessary to perform the duties of his/her obligations position, and discharge hishe/her she shall not assume a position in any other business without the express written permission of the Board of Directors; provided that the Executive may upon disclosure to the Board of Directors: (i) serve as a member of not more than one for-profit board of directors so long as the Executive receives prior written permission from the Board of Directors (it being acknowledged that the Executive has received such permission to serve on the board of directors of PDC Brands), (ii) serve in any capacity with charitable or not-for-profit enterprises so long as there is no material interference with the Executive’s duties to the Company and (iii) make passive investments where the Executive is not obligated or required to, and shall not in fact, devote any managerial efforts. The Company shall have the right to limit the Executive’s participation in any of the foregoing endeavors if the Board of Directors believes, in its sole and exclusive discretion, that the time being spent on such activities infringes upon, or is incompatible with, the Executive’s ability to perform the duties under this Agreement. (c) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to the Company, and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Company. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.

Duties. Employee hereby agrees (1) The Executive shall use his best endeavours to promote and protect the interests of the Group and shall not do anything which is harmful to those interests. (2) The Executive shall diligently and faithfully perform such duties as are customarily associated with and incidental to the position described in Section 2 and exercise such powers as may be assigned to him/her from time to time be assigned to or vested in him in relation to the conduct and management of the affairs of the Group by the employees CEO. The CEO may also suspend all or any of the Company to whom Employee is responsibleExecutive'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). (a3) Employee The Executive shall devote substantially all his/her full business time and efforts 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 or notified to him and with all applicable rules and regulations of the London Stock Exchange including (without limitation) the model code on directors' dealings in securities. (6) The Executive shall (unless prevented by ill-health or accident or otherwise directed by the CEO) devote the whole of his time during normal business hours to the duties of the Employment and interest such additional time as is necessary for the proper fulfilment of those duties. (7) The Executive's salary shall be inclusive of any fees receivable by him as a director of any Group Company and if the Executive receives any such fees in addition to his salary he shall pay them to the Company. (8) The Executive shall not accept any appointment to any office in relation to any body, whether corporate or not, (other than a Group Company) or directly or indirectly be interested in any manner in any other business except: (a) as holder or beneficial owner (for investment purposes only) of any class of securities in a company if those securities are listed or dealt in on a Recognised Investment Exchange and if the Executive (together with his spouse, children, parents and parents' issue) neither holds nor is beneficially interested in more than five per cent. of the securities of that class; or (b) During the term of this Agreement, Employee shall not engage in any activity that would be inconsistent with such duties or with the objectives and business consent in writing of the Company and shall diligently perform his/her obligations and discharge his/her duties under this AgreementCEO which may be given subject to any terms or conditions which the Chairman may require. (c) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to the Company, and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Company. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.

Duties. (a) Employee hereby agrees to use his best efforts, skills, and abilities to perform such faithfully all duties as are customarily associated consistent with and incidental to the his position described in Section 2 and as may be (or any other position of a similar nature) assigned to him/her him from time to time by the employees Company. In the performance of his duties, Employee shall be subject to the direction of the Board of Directors, the President and Chief Executive Officer of the Company, and any officer of the Company to whom Employee is responsible. (a) Employee shall devote substantially all his/her full business time designated by the Board or the President and efforts to the business and interest Chief Executive Officer of the Company. Employee agrees to devote his full time, labor, energies, and attention to the performance of such duties. (b) During the term of Except as provided in this Agreementparagraph, Employee shall agrees not engage to become involved in any activity that would be inconsistent with such personal investment or business matters which may detract from the performance of his duties or otherwise adversely affect the Company or any present or future parent, subsidiary, or affiliate of the Company. The Company acknowledges that Employee owns certain ceramic substrates, the entire inventory of which is maintained by Employee at the Company's facilities in Jacksonville, Florida and placed with the objectives and business Company on consignment. Physical control of said substrates shall remain exclusively with the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to the Company, and shall refrain from only such participation until Employee obtains the written consent of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long Company personnel as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Company. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established specifically designated by the Company shall have authorized access thereto. Employee represents and warrants that he owns such substrates free of all liens, charges and encumbrances of every kind and nature whatsoever. The Company may, from time to time, either (i) elect to purchase any of such substrates at the applicable price therefore set forth on Exhibit A hereto, or (ii) sell the substrates to third parties on behalf of Employee. If sales of such substrates are made to third parties, the Company shall have the right to retain one-half of such proceeds in excess of the amount Employee would have received had the Company purchased such substrates pursuant to this Paragraph 2(b). If Employee's employment with the Company is terminated by the Company for any reason (or for no reason), the Company shall have the option, exercisable within 60 days of such termination, to purchase all or any portion of such substrates at the price determined as set forth above or to deliver such substrates (or any unpurchased portion thereof) to Employee at Employee's direction and expense. Employee shall not be permitted to purchase and sell any additional inventories of substrates and shall not sell any of the existing inventory of substrates other than pursuant to the provisions of this Paragraph 2(b).

Duties. Employee hereby (a) The Executive agrees to perform serve as Executive Vice President and Chief Investment Officer of the Company during the Term. In such capacity, the Executive shall have the responsibilities and duties customary for such office(s) and such other executive responsibilities and duties as are customarily associated with and incidental to the position described in Section 2 and as may be assigned to him/her from time to time by the employees of Chief Executive Officer which are consistent with the Company Executive’s position(s). The Executive agrees to whom Employee is responsible. (a) Employee shall devote substantially all his/her full his business time time, attention and efforts services to the business and interest affairs of the Company and its subsidiaries and to perform his duties to the best of his ability. At all times during the performance of this Agreement, the Executive will adhere to the Code of Conduct of the Company (the “Code of Conduct”) that has been or may hereafter be established and communicated by the Company to the Executive for the conduct of the position or positions held by the Executive. The Executive may not accept directorships on the board of directors of for-profit corporations without the prior written consent of the Chief Executive Officer of the Company. The Executive may accept directorships on the board of directors of not-for-profit corporations without the Chief Executive Officer’s prior, written consent so long as (a) such directorships do not interfere with Executive’s ability to carry out his responsibilities under this Agreement, and (b) Executive promptly notifies the Chief Executive Officer in writing of the fact that he has accepted such a non-profit directorship. (b) During If the term Company or the Executive elects not to renew the Term pursuant to Section 2.2, the Executive shall continue to be employed under this Agreement until the expiration of this Agreementthe then current Term (unless earlier terminated pursuant to Section 3.1 hereof), Employee shall cooperate fully with the Chief Executive Officer and shall perform such duties not engage in any activity that would be inconsistent with such duties or with the objectives and business of the Company and provisions hereof as he shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to the Company, and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Company. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established assigned by the Company from time to timeChief Executive Officer.

Duties. Employee hereby agrees (a) Baird will act as the Company’s Chief Financial Officer (“CFO”). Baird shall have responsibility for the Company’s financial and accounting operations, and will report to the Company’s President. ▇▇▇▇▇’▇ duties and responsibilities will include (i) financial planning and analysis; (ii) business development and mergers and acquisitions support; (iii) oversight of tax function and investor relations, which are intended to be outsourced; (iv) treasury management; and (v) oversight of the internal audit function. Baird will perform such other duties and responsibilities as are customarily associated commensurate with the title and incidental to position of CFO, including those that are necessary or appropriate for the position described in Section 2 financial operation and as may be assigned to him/her from time to time by the employees management of the Company to whom Employee is responsibleas determined by the Company, and may include regulatory and compliance, human resources, information technology and commercial oversight and strategy. (a▇) Employee shall ▇▇▇▇▇ agrees to serve the Company faithfully and to the best of ▇▇▇▇▇’▇ ability and to devote his substantially all his/her full business time time, attention and efforts to the business Company’s operations during his employment. During his employment, Baird will (i) work with other employees, independent contractors, vendors, service providers and interest clients of the Company. (b) During the term of this Agreement, Employee shall not engage in any activity that would be inconsistent with such duties or with the objectives as applicable, and business of its divisions, subsidiaries and affiliates controlled by the Company in a respectful, competent and shall diligently perform his/her obligations professional manner; and discharge his/her (ii) carry out his duties under this Agreementand responsibilities hereunder in a competent and professional manner. (c) If Employee desires Baird agrees to participate comply with and be bound by such employment-related policies and practices as the Company implements, including all employee, ethical and client conflict-of-interest policies, as such policies may be interpreted, adopted, revised or terminated from time to time in any outside business, he/she shall disclose his/her interest in writing to the Company, and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counsel, which shall sole discretion. Such policies may or may not be unreasonably withheld or delayed. It shall not in writing and may be considered a violation of the foregoing for the Employee to serve on professionalcommunicated either in writing, civic or charitable boards or committeesverbally and/or via electronic means (i.e., so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Companyemail). (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.

Duties. Employee hereby accepts employment with the Company on the terms and conditions set forth in this Agreement. Employee agrees to perform such duties as are customarily associated with and incidental to the position described in Section 2 and as may be assigned to him/her from time to time by the employees of the Company to whom Employee is responsible. (a) Employee shall devote substantially all his/her full business of Employee's working time and efforts to the business and interest of the Company. (b) During during the term of this Agreement to the performance of Employee's duties under this Agreement. Employee shall be responsible for exercising primary management direction and control of the activities associated with the construction of the AT&T System (as defined in the Fiber Optic System Agreement No. 4569177 between AT&T Corp. and ▇▇.▇▇▇ Corp.), and performing such other duties consistent with prior duties as may be determined by the Board of Directors of the Company. In performing duties, Employee shall not engage in any activity be subject to the direction and control of the Board of Directors of the Company. Employee acknowledges that would all policy making functions will be inconsistent with such duties or with determined by the objectives and business Board of Directors of the Company and executive officers of the Company and that Employee's authority will be limited to the implementation of the policies. Employee shall diligently perform his/her obligations Employee's duties faithfully, intelligently, diligently, to the best of Employee's ability and discharge his/her duties under this Agreement. (c) If in the best interests of the Company. The Company acknowledges that, to the extent not inconsistent with Section 5, Employee desires to participate in any outside businessmay serve on the boards of directors or other governing body of other companies, he/she shall disclose his/her interest in writing to including charitable entities; provided that if a company is a competitor of the Company, and shall refrain from such participation until Employee obtains will not serve on the board of directors of that competitor without obtaining the prior written consent of the Company’s General Counsel. In addition, which the Company acknowledges (a) that Employee shall have the right to (i) pursue Employee's investments with respect to Hawaii ISP/Services, (ii) pursue Employee's investments with respect to Mitsubishi or its affiliates and (iii) monitor and pursue Employee's private investments, and (b) that provided Employee does not spend more than 20% of Employee's working time during the term of this Agreement with respect to such ventures, the pursuit of either or both of such ventures by Employee shall not be unreasonably withheld or delayeda breach of this Agreement. It Finally, the Company acknowledges that Employee may be required to devote time and attention to certain matters related to GST Telecommunications, Inc. and its affiliates, limited solely to litigation matters, and agrees that the pursuit of such matters shall not be considered a violation breach of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Companythis Agreement. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.

Duties. Employee hereby agrees Executive shall be subject to the direction and control of the Chief Executive Officer of the Company (the “CEO”). Executive duties and responsibilities shall be those generally performed by a General Counsel of a Company of a similar size and in a similar industry as the Company and Executive shall report directly to the CEO. Executive shall perform such other duties and functions for and on behalf of the Company, consistent with his position and experience, as are customarily associated with and incidental to the position described in Section 2 and as may be assigned to him/her reasonably requested of Executive from time to time by the employees CEO. Executive shall use reasonable best efforts to devote all of his working time, skill and efforts to the performance of Executive’s duties under this Agreement in a manner that will faithfully and diligently further the business and interests of the Company; provided, however, that Executive shall in any event be permitted (a) to be a member of the boards of directors (or similar governing bodies) of other entities and (b) to be involved in charitable activities, so long as, in each case, such memberships and activities (x) do not unreasonably interfere with Executive’s duties as set forth herein and (y) with respect to membership on any board of directors (or similar governing body), such membership is approved by the CEO, with such approval not to be unreasonably withheld, it being understood that any such memberships and activities existing as of the date hereof and disclosed on Exhibit A shall be deemed conclusively approved. Except as set forth on Exhibit A hereto, Executive represents and warrants as of the date hereof and as of the Effective Date that he is not a member of any board of directors or similar governing bodies of any entity other than the Company or its subsidiaries. Executive, in the performance of Executive’s duties hereunder, shall use good faith, reasonable efforts to cause the activities of the Company to whom Employee is responsible. (a) Employee shall devote be conducted substantially all his/her full business in accordance with the terms of the limited liability company operating agreement of the Company as amended and in effect from time to time and efforts applicable laws, and will, in all material respects, observe and adhere to the business Company’s code(s) of conduct and interest of ethics and other corporate governance codes and policies as now existing or which may hereafter be adopted by the Company. (b) During the term of this Agreement, Employee shall not engage in any activity that would be inconsistent with such duties or with the objectives and business of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to the Company, and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Company. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.

Duties. (a) During the Term of Employment, the Employee hereby agrees to perform such duties will serve as are customarily associated with Chairman of the Board of Directors and incidental an exectuvie officer of the Company, subject to the position described terms of this Agreement and the direction and control of the Board of Directors of the Company. The primary location of the Employee's employment hereunder shall be the headquarters of the Company. The Employee will, during the Term of Employment, serve the Company faithfully, diligently and competently and to the best of his ability, and will, consistent with the dignity of the Chairman of the Board of the Company, hold, in Section 2 and as addition to the office of Chairman, such other offices in the Company to which he may be appointed or assigned to him/her from time to time by the employees Board of the Company to whom Employee is responsible. (a) Employee shall devote substantially all his/her full business time and efforts to the business and interest of the Company. (b) During the term of this Agreement, Employee shall not engage in any activity that would be inconsistent with such duties or with the objectives and business Directors of the Company and will discharge such duties in connection therewith. The Employee shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing devote all of his business time to the Companyperformance of his duties hereunder, and shall refrain from such participation until provided, that the Employee obtains the written consent of the Company’s General Counsel, which shall not be unreasonably withheld precluded from serving as a member of up to two boards of directors or delayed. It shall not be considered a violation advisory boards of the foregoing for the Employee to serve on professional, civic companies or charitable boards or committees, organizations so long as such activities are disclosed to service does not violate the Company, and, in the reasonable discretion provisions of the Company’s General Counsel from time-to-time, do not Section 9 of this Agreement or interfere with the performance of the Employee’s 's duties for the Companyhereunder. (db) The Company will use its best efforts to obtain the nomination of, and so long as the Employee acknowledges the receipt is an officer of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms election of which the Employee understands and agrees to be boundas a director of the Company. In the event that the Employee is, or is elected as, a director of the Company, the Employee shall adhere perform all duties incident to all other written policiessuch directorship faithfully, rules diligently and regulations established by the Company from time to timecompetently.

Duties. Employee hereby agrees to perform such duties as are customarily associated with and incidental (a) You shall report directly to the position described in Section 2 Board of Directors of Activision. In connection with your duties, you will, without limitation, advise, consult and as provide direction on the following matters to the Board of Directors and executive management of Employer: Mergers & Acquisitions, Financings, Annual Operating Plans, OGSP materials, Three-Year Plans, Strategic Plans, Compensation Policies, Processes and Plans, Organizational Structure and Design, Succession Plans and such other matters that the members of the Board of Directors of Activision or executive management of Employer may be assigned to him/her from time to time by request assistance on in the employees discharge of the Company to whom Employee is responsible. (a) Employee shall devote substantially all his/her full business time and efforts to the business and interest of the Companytheir duties. (b) During the term Term you shall devote such time as may be reasonably required from time to time to discharge your duties hereunder, shall faithfully serve the Activision Group, shall in all respects conform to and comply with the lawful directions and instructions given to you in good faith by the Board of this AgreementDirectors of Activision. Notwithstanding the forgoing, Employee during the Employment Period you shall not be permitted to engage in any activity that would be which is not inconsistent with such duties or with the objectives Activision Group’s interests and business of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. prospects, including, without limitation, (ca) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to the Company, and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve serving on professional, civic or charitable boards or committees; (b) serving as a director of any company that is not in a Competitive Business; (c) delivering lectures, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Company. fulfilling speaking engagements or teaching at educational institutions; (d) Employee acknowledges the receipt serving as an officer or director of the Company’s Employee Manualclosely-held private companies that are not in a Competitive Business (as defined below); and (e) attending conferences conducted by business organizations; provided, Code of Ethics and Stock Trading Policyhowever, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.that such activity does

Duties. Employee hereby agrees to perform such duties as are customarily associated with and incidental to During the position described in Section 2 and as may be assigned to him/her from time to time by Term, the employees of the Company to whom Employee is responsible. (a) Employee Executive shall devote substantially all his/her his full business attention and time and efforts to the business and interest of the Company. (b) During the term of this Agreement, Employee shall not engage in any activity that would be inconsistent with such duties or with the objectives and business affairs of the Company and shall diligently perform his/her obligations use his reasonable best efforts to carry out such responsibilities faithfully and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to the Company, and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counsel, which shall not be unreasonably withheld or delayedefficiently. It shall not be considered a violation of the foregoing for the Employee Executive to serve on professionalcorporate, civic or charitable boards or committees, and manage personal investments, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not materially interfere with the performance of the Employee’s duties for the Company. (d) Employee acknowledges the receipt Executive's responsibilities as an employee of the Company’s Employee ManualCompany in accordance with this Agreement or otherwise violate the Executive's obligations hereunder. The Executive shall be subject to the AT&T Non-Competition Guideline, Code of Ethics and Stock Trading Policy, as the terms of which Employee understands and agrees to same may be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company amended from time to time, and to any successor policy that may hereafter be adopted (such Guideline and any successor policy thereto, the "Non-Competition Guideline"). The Executive hereby acknowledges that he has received a copy of the Non-Competition Guideline, and that he understands that compensation and benefits otherwise payable to him under this Agreement may be subject to forfeiture if he violates the Non-Competition Guideline. Notwithstanding the second sentence of this Section 2(b), the Executive shall not serve on any corporate, civic or chari- table boards or committees without first disclosing such proposed service to the Corporate Secretary of Company (the "Corporate Secretary") and obtaining the consent of the Corporate Secretary to such service, and in any event he shall not serve on any board or committee of an entity that is a competitor of the Company within the meaning of the Non-Competition Guideline. The Executive hereby represents to the Company that he has previously informed the Corporate Secretary of the boards and committees on which he presently serves, and has obtained the Corporate Secretary's consent to his remaining a member of such boards and committees.

Duties. Employee hereby agrees to perform such duties as are customarily associated with and incidental (a) Subject at all times to the position described in Section 2 control of the Board of Directors of the Company (the “Board”), the Employee shall report to the Company's Board of Directors, and others as the Company may designate, and undertake activities and operations as directed by the Board of Directors, consistent with the typical duties and obligations of a Chief Executive Officer, President and Chief Geologist of a junior exploration company. Employee shall lead a generative gold exploration program, and without limiting the foregoing, Employee's duties shall include, without limitation, (a) generating potential property acquisitions, (b) development, implementation and management of all exploration activities, (c) recruitment of all personnel, consultants and contractors, (d) preparation and submission of periodic reports and recommendations to the Company's Board respecting potential acquisitions, divestments, exploration programs, strategic investments or agreements, (e) preparation of various technical material, reports and summaries, which may be required pursuant to the requirements of laws, or as otherwise deemed necessary by the Company’s Board to facilitate financing for the Company, (f) raising financing as the Company’s Board shall approve to fund the Company’s business plan and (g) travel as may be assigned to him/her from time to time deemed advisable and necessary by the employees of the Company to whom Employee is responsible. (a) Employee shall devote substantially all his/her full business time Company's Board, consistent with Employee's duties and efforts to the business obligations as an officer, director and interest controlling shareholder of the Company. (b) During The Company and the term of this Agreement, Employee shall not engage comply in any activity all material respects with all federal, state and local laws, ordinances, regulations, rules and orders applicable to its mining exploration operations or him, as the case may be, it being understood and agreed that would the Employee, shall be inconsistent with such duties or with the objectives and business of reasonably responsible to assure that the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreementremain in such compliance. (c) If The Employee desires shall faithfully and diligently discharge his duties hereunder and use his best efforts to participate in any outside business, he/she shall disclose his/her interest in writing implement the policies established by the Company's Board. The Employee will devote his time and attention exclusively to the Companyrendering of his Services hereunder, subject to (i) four (4) weeks paid vacation per year of the Term (a “Term Year”), and shall refrain from such participation until (ii) his rights set forth in Section 6. Employee obtains the written consent of the Company’s General Counsel, which shall not be unreasonably withheld entitled to any additional salary in the event he fails to take such vacation or delayedany portion thereof. It In such event, Employee shall not be considered a violation of the foregoing for the Employee entitled to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, an extended vacation in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Companysubsequent Term Years. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.

Duties. (a) The Employee hereby agrees to perform shall serve as Senior Vice President--Product Marketing, of the Company or such duties as are customarily associated with and incidental to the other position described in Section 2 and as may be assigned to him/her from time to time by agreed between the employees Employee and the Company, and shall perform such duties, services and responsibilities as are consistent with such position including, but not limited to, the management and direction of all facts of the Company's marketing and product development. The Employee's duties, services and responsibilities will be performed under the overall supervision of the President and Chief Operating Officer of the Company to whom Employee is responsible. (aor such other executive officer as may be designated by the President and Chief Operating Officer) Employee shall devote substantially all his/her full business time and efforts to consistent with the business and interest policies of the CompanyBoard of Directors of the Company (the "Board of Directors"). (b) During the term of this AgreementEmployment Term, the Employee shall not devote his full business time, attention and skill to the performance of such duties, services and responsibilities, and will use his best efforts to promote the interests of the Company. The Employee will not, without the prior written approval of the Board of Directors, engage in any other business activity that which would be inconsistent with such duties or interfere with the objectives performance of his duties, services and responsibilities hereunder or which is in violation of policies established from time to time by the Company. Employee agrees that he will be in the Company's Santa ▇▇▇▇▇▇ headquarters on a regular basis during Monday through Thursday of every week (unless he is required to travel for business purposes to other locations and except in the case of planned vacations) and will be in the Company Santa ▇▇▇▇▇▇ headquarters on Fridays on an as-needed basis for meetings or to attend to other necessary business matters. On those Fridays that Employee is not in the office, he will continue to devote his full business time and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires attention to participate in any outside business, he/she shall disclose his/her interest in writing his services to the Company, and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counsel, which shall not will be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long available by telephone as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Companynecessary. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.

Duties. During the Employment Period, Employee hereby agrees to serve exclusively as the [Title*] of the Company. Employee shall exercise such powers and comply with and perform such directions and duties in relation to the business and affairs of the Company as are customarily associated with and incidental to ordinarily exercised and performed by the position described in Section 2 [Title*] of similar entities and as may from time to time be assigned vested in or requested by the Chief Executive Officer of the Company consistent with Employee's position, and shall use his best efforts to him/her improve and expand the business of the Company and its Affiliates consistent with Employee's position. Notwithstanding any other term or provision to the contrary contained herein, in no event shall Employee be obligated to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Employee shall at all times report to, and his activities shall at all times be subject to the direction and control of, the Chief Executive Officer of the Company. Employee shall have general supervisory control over and responsibility for the general management of [Job Description] services, subject in all instances to the written policy guidelines concerning operations and capital expenditures promulgated and/or approved from time to time by the employees Board of Directors of the Company or its Executive Committee. Employee agrees to whom Employee is responsible. (a) Employee shall devote substantially all his/her full his entire business time time, energy and efforts skill to the business and interest of the Company. (b) During the term of this Agreement, Employee shall not engage in any activity that would be inconsistent with such duties or with the objectives and business service of the Company and its Affiliates and shall diligently perform his/her obligations his duties in a good faith, trustworthy and discharge his/her businesslike manner, in compliance with the laws of the United States of America and all other political subdivisions, all for the purpose of advancing the interests of the Company and its Affiliates. Employee shall at no time during the Employment Period engage in any other business activity whether or not such activity is pursued for gain, profit or other pecuniary advantage. Notwithstanding the foregoing, provided the same shall not interfere with the performance by Employee of his duties under this Agreement. (c) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to the Company, Agreement and shall refrain from not violate the terms and provisions of any other provision of this Agreement (including, but not limited to, Section 13 of this Agreement), Employee may invest his personal assets in businesses where the form or manner of such investment will not require services on the part of Employee and in which his participation until Employee obtains is solely that of a passive investor and/or serve on the board of directors or as an officer of, or as a volunteer for, charitable, civic or community organizations; PROVIDED with the prior written consent of the Company’s General Counsel's Board of Directors, which shall not be unreasonably withheld Employee may act as a consultant to businesses or delayed. It shall not be considered entities or serve as a violation member of the foregoing board of directors of a for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Companyprofit organizations. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.

Duties. During the Employment Period, the Employee hereby agrees shall have the title Chief Financial Officer and shall report to the Company’s Chief Executive Officer. The Employee shall perform such duties services for the Company as are customarily associated is consistent with and incidental the Employee’s position (subject to the position described in Section 2 power and authority of the Board to expand or limit such services and to overrule actions of officers of the Company) and as may be assigned to him/her lawfully directed, from time to time time, by the employees of Company’s Chief Executive Officer or the Company to whom Employee is responsible. (a) Board. The Employee shall devote substantially all his/her the Employee’s full business working time and attention and use the Employee’s best efforts and skill to the business and interest of the Company. (b) During the term of this Agreement, Employee shall not engage in any activity that would be inconsistent with such duties or with the objectives and business of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to the Company, and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties under this Agreement. The Employee shall not, during the Employment Period, provide services to any business activity for gain, profit or other pecuniary advantage other than the services provided under this Agreement. Notwithstanding the foregoing, the Employee shall be permitted to devote a reasonable amount of time and effort to (a) serving on governing boards of or otherwise assisting civic and charitable organizations, and (b) holding and managing personal and family investments, but only to the extent that activities described in clauses (a) or (b), individually or as a whole, do not (i) involve the Employee’s active participation in the management of any corporation, partnership or other business entity (other than any of the foregoing formed solely to hold and manage personal and family investments), (ii) involve an ownership interest in any customer or vendor of the Company or any of its subsidiaries unless approved in advance by the Board, (iii) interfere with Employee’s duties to the Company. , or (div) otherwise violate any provision of this Agreement. Subject to clauses (i) through (iv) of the immediately preceding sentence, the Employee may continue to serve on the board of directors of Heart Water and receive compensation for such service. The Employee acknowledges that the receipt Employee may be required to travel on business in connection with the Employee’s performance of the CompanyEmployee’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to timeduties hereunder.

Duties. Employee hereby (a) The Executive shall serve during the Employment Period as President and Chief Operating Officer of the Company, reporting only to the Chairman of the Board and Chief Executive Officer of the Company (the "CEO"). The Executive agrees to that in such offices he shall perform such duties and functions as are customarily associated commensurate with his status as President and incidental to Chief Operating Officer of the position described in Section 2 and Company as may be assigned to him/her from time to time be determined or directed by the employees of Board or by the Company to whom Employee is responsible. (a) Employee CEO. The Executive shall devote substantially all his/her full business time of his working time, attention, skill, and efforts to the business and interest performance of his duties hereunder; provided, however, that with the prior approval of the Company. (b) During CEO, which he may grant or deny in his sole discretion, the term Executive may serve on the boards of this Agreementdirectors of other for-profit corporations, Employee shall if such service does not engage in any activity that would be inconsistent conflict with such his duties hereunder or with the objectives and business of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing his fiduciary duty to the Company. It is further understood and agreed that nothing herein shall prevent the Executive from managing his passive personal investments (subject to applicable Company policies on permissible investments), and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee (subject to serve on professional, applicable Company policies) participating in charitable and civic or charitable boards or committeesendeavors, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere in more than a de minimis manner with the Executive's performance of his duties hereunder. The services to be performed by the Executive pursuant to the terms of this Agreement shall be rendered principally at the Company's principal offices; provided, however, that the Executive agrees to travel for reasonable periods of time for business purposes whenever such travel is necessary or appropriate to the performance of the Employee’s his duties for the Companyhereunder. (db) Employee acknowledges the receipt Upon request of the Company’s Employee Manual, Code of Ethics and Stock Trading PolicyCEO, the terms Executive shall also serve as an officer and director of which Employee understands subsidiaries and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by affiliates of the Company from time to timewithout additional compensation.

Duties. Employee hereby Executive shall serve as President and Chief Executive Officer of the Company and shall have ultimate responsibility to the Company’s Board of Directors (the “Board of Directors”) for the strategic position of the Company in the telecommunications industry. Executive agrees to perform such duties as are customarily associated with devote his full time and incidental best efforts to the position described in Section 2 Company’s business and affairs and to the performance of the following services and such other services as may be assigned to him/her him from time to time by the employees Board of the Company to whom Employee is responsible.Directors: (a) Employee shall devote substantially all his/her full business time provide direction, oversight and efforts general management to the business and interest staff of the Company and the Company.’s subsidiaries; (b) During assist the term Board of this Agreement, Employee shall not engage Directors in any activity that would be inconsistent with such duties or with the objectives and business development of the Company Company’s strategic planning through evaluation of opportunities, analysis of operational methodologies and shall diligently perform his/her obligations and discharge his/her duties under this Agreement.competitive analysis; (c) If Employee desires to participate identify, research and quantify new products and services which will assist in any outside business, he/she shall disclose his/her interest in writing to the Company, and shall refrain from such participation until Employee obtains the written consent of expanding the Company’s General Counselstrategic position; (d) communicate regularly and effectively to the Board of Directors regarding the Company’s economic, operational and strategic position in the telecommunications industry; (e) Executive shall fully comply with all applicable laws, rules and regulations, the failure to fully comply with which could reasonably be expected to have a material adverse effect upon the Company; and (f) perform such other duties as may be assigned by the Board of Directors which are consistent with the position of President/CEO. Notwithstanding the above, Executive shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee free to serve on professionaldevote reasonable time and attention to personal, civic or public and charitable boards or committees, affairs so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with his full-time employment hereunder and which do not violate any other provision of this Agreement. Executive, at all times during his employment with the performance Company, shall comply with the Company’s reasonable standards, regulations and policies as determined or set forth by the Board of the Employee’s duties for Directors from time to time and as applicable and communicated to all employees and/or executive employees of the Company. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.

Duties. Employee hereby agrees to perform such duties During the Employment Period, Executive shall serve as are customarily associated with and incidental to the position described in Section 2 and as may be assigned to him/her from time to time by the employees Vice President Business Development of the Company and Executive shall perform services in a manner consistent with the Executive's position as Vice President Business Development of the Company, subject to whom Employee is responsible. (a) Employee the general supervision of the CEO/President of the Company. Executive shall devote substantially all his/her full business time attention and energies and use his/her best efforts to the faithful performance of such duties and to the promotion and forwarding of the business and interest of the Company. (b) During the term of this Agreement, Employee shall not engage in any activity that would be inconsistent with such duties or with the objectives and business affairs of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside businessfor the Employment Period; provided, he/she shall disclose his/her interest in writing to however, that during the Company, and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counsel, which Employment Period it shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing this Agreement for the Employee Executive to (a) serve on professionalcorporate, civic or charitable boards or committees, (b) deliver lectures, fulfill speaking engagements or teach at educational institutions and (c) manage personal investments, so long as such activities are disclosed in clause (a), (b), and (c) together do not interfere in any material respect with the performance of the Executive's duties and responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the Companyextent that such activities have been conducted by the Executive prior to the date hereof, andand are listed on Exhibit A, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the reasonable discretion of the Company’s General Counsel from time-to-time, do date hereof shall not thereafter be deemed to interfere with the performance of the Employee’s duties for Executive's responsibilities to the Company. (d) Employee . Executive acknowledges and agrees that Executive owes a fiduciary duty of loyalty, fidelity and allegiance to act at all time in the receipt best interests of the Company and to do no act which would injure the Company’s Employee Manualbusiness, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to timeits interests or its reputation.

Duties. Employee hereby Subject to the terms and conditions set forth in this Agreement, effective upon the date of the Completion (provided your employment with Dynacast Inc. (“Dynacast”) has not terminated by reason of your death, disability, resignation or termination for cause prior to such date) (the “Effective Date”), the Company agrees to employ you as the Company’s Chief Operating Officer, and you agree to be so employed by the Company. You agree to: (a) perform such faithfully the duties as are customarily associated assigned to you by the Company’s Board of Directors (the “Board”) or the Chief Executive Officer, commensurate with the position of Chief Operating Officer; (b) devote substantially all of your business time, attention and incidental energies to the position described in Section 2 and as may be assigned to him/her from time to time by the employees businesses of the Company to whom Employee is responsible. and its Affiliates; (ac) Employee promote the best interests of the Company and its Affiliates (and you shall devote substantially all his/her full business time and efforts not, except to the business and interest of extent provided in the Company. (b) During the term last sentence of this AgreementSection 1, Employee shall not either during or outside of such business time, directly or indirectly, engage in any activity that would is contrary to such best interests); and (d) accept any nomination or appointment to serve as chief operating officer, director, or similar position, as the case may be, of any Affiliate, in each case for no additional compensation. You will be inconsistent subject to and comply with such duties or with the objectives all laws, rules, regulations and business policies as are from time to time applicable to (and generally made available to) employees of the Company and or Dynacast. Notwithstanding the foregoing, nothing shall diligently perform his/her obligations and discharge his/her duties under prevent you from: (i) making passive investments (other than in a Competing Business); or (ii) engaging in activities otherwise prohibited by this Agreement. Agreement upon obtaining the Board’s prior written approval (c) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to the Company, and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counsel, which shall not approval may be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion of Board’s sole discretion) after submitting a written request that details the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Companyintended activity. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.

Duties. Employee hereby agrees (a) Executive shall perform all of the duties and obligations consistent with the position of Chief Product Officer and consistent with the Bylaws or other governing documents of QTS and/or the Company as in effect from time to time, subject to the lawful and good faith direction of the CEO of the Company, and shall perform such other duties of an executive, managerial or administrative nature as are customarily associated with shall be specified and incidental to the position described in Section 2 and as may be assigned to him/her designated from time to time by the employees CEO (including the performance of services for any subsidiary or affiliate of the Company to whom Employee is responsible. (awithout any additional compensation) Employee consistent with the position of Chief Product Officer. Executive shall devote substantially all his/her full business time perform the duties contemplated herein faithfully and efforts to the business and interest of the Companydiligently. (b) During Executive acknowledges and agrees that by executing this Agreement he waives any right to claim a termination for “Good Reason” under the term of this Agreement, Employee shall not engage in any activity that would be inconsistent with such duties or with the objectives and business terms of the Company Original Agreement by virtue of the position to which he is being appointed as of immediately following the Closing. Executive further acknowledges and shall diligently perform his/her obligations agrees that effective as of the Closing this Agreement will completely supersede and discharge his/her duties under this replace the Original Agreement. (c) If Employee desires to participate in any outside business, he/she Executive shall disclose his/her interest in writing devote substantially all of his business time and effort to the Company, performance of Executive’s duties hereunder and shall refrain from such participation until Employee obtains to the written consent business affairs of the Company’s General CounselOP, the Company and QTS; provided, that in no event shall this provision prohibit Executive from (i) performing social, civic, charitable and religious activities, (ii) managing personal investments and affairs (which shall not be unreasonably withheld includes Massachusetts Burger Enterprises LLC), (iii) participating in educational or delayed. It shall not be considered a violation of professional associations, or (iv) any other activities approved by the foregoing for the Employee to serve on professional, civic or charitable boards or committeesCEO, so long as such the activities are disclosed set forth in clauses (i) through (iv) above do not materially and adversely interfere with Executive’s duties and obligations hereunder or to the Company, and, in the reasonable discretion business affairs of the Company’s General Counsel from time-to-time, do not interfere with the performance Company and/or QTS. Executive also may serve on one or more boards of directors of another company (and committees thereof) upon approval of the Employee’s duties for the CompanyCEO prior to commencing service on such other company board. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.

Duties. Employee hereby accepts employment with the Company on the terms and conditions set forth in this Agreement. Employee agrees to perform such duties as are customarily associated with and incidental to the position described in Section 2 and as may be assigned to him/her from time to time by the employees of the Company to whom Employee is responsible. (a) Employee shall devote substantially all his/her full business of Employee's working time and efforts to the business and interest of the Company. (b) During during the term of this Agreement to the performance of Employee's duties under this Agreement. Employee shall be responsible for exercising management direction and control of the activities associated with the construction of the AT&T System (as defined in the Fiber Optic System Agreement No. 4569177 between AT&T Corp. and ▇▇.▇▇▇ Corp.), and performing such other duties consistent with prior duties as may be determined by the Board of Directors of the Company. In performing duties, Employee shall not engage in any activity be subject to the direction and control of the Board of Directors of the Company. Employee acknowledges that would all policy making functions will be inconsistent with such duties or with determined by the objectives and business Board of Directors of the Company and executive officers of the Company and that Employee's authority will be limited to the implementation of the policies. Employee shall diligently perform his/her obligations Employee's duties faithfully, intelligently, diligently, to the best of Employee's ability and discharge his/her duties under this Agreement. (c) If in the best interests of the Company. The Company acknowledges that, to the extent not inconsistent with Section 5, Employee desires to participate in any outside businessmay serve on the boards of directors or other governing body of other companies, he/she shall disclose his/her interest in writing to including charitable entities; provided that if a company is a competitor of the Company, and shall refrain from such participation until Employee obtains will not serve on the board of directors of that competitor without obtaining the prior written consent of the Company’s General Counsel. In addition, which the Company acknowledges (a) that Employee shall have the right (i) to pursue Employee's interest in The ▇▇▇▇▇▇▇ LLC and its affiliates, (ii) to continue Employee's "of counsel" relationship with Olshan, Grundman, Frome, ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLP, (iii) to act as a consultant to certain companies whose businesses are not competitive with the business of the Company, and (iv) monitor and pursue Employee's private investments, and (b) that provided Employee does not spend more than 20% of Employee's working time during the term of this Agreement with respect to such ventures, the pursuit of such ventures by Employee shall not be unreasonably withheld or delayeda breach of this Agreement. It Finally, the Company acknowledges that Employee may be required to devote time and attention to certain matters related to GST Telecommunications, Inc. and its affiliates, limited solely to litigation matters, and agrees that the pursuit of such matters shall not be considered a violation breach of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Companythis Agreement. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.

Duties. Employee hereby agrees to perform such duties as are customarily associated with and incidental to the position described in Section 2 and as may be assigned to him/her from time to time by the employees of the Company to whom Employee is responsible. (a) Employee Executive shall devote substantially all his/her full business time of Executive’s working time, attention and efforts to the business and interest affairs of the Company. Company (b) During the term which shall include service to its affiliates), except during any paid vacation or other excused absence periods or during periods of this Agreement, Employee illness. Executive shall not engage in any activity that would be inconsistent with such duties outside business activities (including serving on outside boards or with committees) without the objectives and business of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to the Company, and shall refrain from such participation until Employee obtains the prior written consent of the Company’s General CounselBoard, which consent shall not be unreasonably withheld or delayed. It ; provided that Executive shall not be considered a violation of the foregoing for the Employee permitted to (i) manage Executive’s personal, financial and legal affairs, which may include certain personal outside business activities, (ii) participate in trade associations and charitable and community affairs, and (iii) continue to serve on professionalthe board of directors or advisory boards of the companies or organizations set forth on Exhibit A attached hereto (provided that Executive may not increase his time commitment to such boards above his current commitment level in effect as of the Effective Date), civic or charitable boards or committeesin each case, so long as subject to compliance with this Agreement and provided that such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from timeUS-toLEGAL-11051179/5 174293-time, 0005 do not materially interfere with the Executive’s performance of the EmployeeExecutive’s duties for the Company. (d) Employee acknowledges the receipt of the Company’s Employee Manualand responsibilities hereunder, Code of Ethics and Stock Trading Policy, or violate the terms of which Employee understands that certain Loyalty Agreement entered into by and between Executive and the Company as of the date hereof, attached as Exhibit B hereto (the “Loyalty Agreement”). Executive agrees to be bound. Employee shall adhere to all other observe and comply with the written policies, rules and regulations established policies of the Company as adopted by the Company from time to time, in each case as amended from time to time, as set forth in writing and as delivered to Executive (each, a “Policy”, together, the “Policies”).

Duties. Employee hereby agrees to perform such duties as are The Executive shall work for the Employer in a full-time capacity. The Executive shall, during the term of this Agreement, have the duties, responsibilities, powers, and authority customarily associated with the positions of President and incidental Chief Executive Officer. The Executive shall report to, and follow the direction of, the Board of Directors of the Employer (the “Board”). The Executive shall continue to serve on the Board and shall be nominated for reelection to the position described Board at the expiration of each term of office provided he is then the Chief Executive Officer of the Employer. The Executive agrees to serve as a member of the Board for each period for which he is so appointed or elected. In addition to, or in Section 2 lieu of, the foregoing, the Executive also shall perform such other and related services and duties that are commensurate with his positions as may be assigned to him/her him from time to time by the employees of the Company to whom Employee is responsible. (a) Employee Board. The Executive shall devote substantially diligently, competently, and faithfully perform all his/her full business time and efforts to the business and interest of the Company. (b) During the term of this Agreement, Employee shall not engage in any activity that would be inconsistent with such duties or with the objectives and business of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to the Companyduties, and shall refrain from such participation until Employee obtains devote his entire business time, energy, attention, and skill to the written consent performance of duties for the Employer or its affiliates and will use his best efforts to promote the interests of the Company’s General CounselEmployer. Notwithstanding the foregoing, which the Executive shall be permitted to (i) engage in charitable and community affairs, (ii) make direct investments of any character in any non-competing business or businesses and to manage such investments (but not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, involved in the reasonable discretion of the Company’s General Counsel from timeday-to-timeday operations of any such business) and (iii) with the prior written approval of the Board, serve on the board of directors of one other non-competing business; provided, in each case, and in the aggregate, that such activities do not interfere with the performance of the EmployeeExecutive’s duties for the Companyhereunder. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.

Duties. Employee hereby agrees 2.1 The Executive shall at all times during the Employment: 2.1.1 unless prevented by ill health and except during holidays taken in accordance with this Agreement, devote the his working time (as detailed in clause 3.1) attention and skill to his duties under this Agreement; 2.1.2 faithfully, diligently and competently perform the duties and exercise such powers attaching to his office or which are reasonably from time to time assigned to or vested in him and exercise the powers consistent with them; 2.1.3 if and so long as the Company requires and without further remuneration carry out his duties on behalf of any Group Company and act as are customarily associated with a director or officer of any Group Company and incidental shall exercise his duties for such Group Company on like terms as for the Company under this Agreement; 2.1.4 obey all lawful and reasonable directions of the Board, observe such reasonable restrictions or limitations as may from time to time be imposed by the Board upon the Executive’s performance of his duties and implement and abide by any relevant Company or Group policy which may be promulgated or operated in practice from time to time; 2.1.5 use all his reasonable endeavours to promote develop and extend the interests and business of the Group and shall not do or willingly permit to be done anything which is harmful to those interests, declaring that the pursuance by the Executive of the activities specified in Clause 10.2 shall not be a breach of either this sub-clause or this Agreement; 2.1.6 keep the Board fully informed (in writing if so requested) of his conduct of the business or affairs of the Company and the Group and provide such explanations as the Board or any member of the Board may require; and 2.1.7 in the event that he is in breach of any of the terms of this Agreement, immediately disclose the breach to the position described Company 2.1.8 comply with all rules regulations policies and procedures of the Company or the Group from time to time in Section 2 and force. 2.2 The Executive shall not without the prior consent of the Board: 2.2.1 incur on behalf of the Company or the Group any capital expenditure in excess of such sum as may be assigned to him/her authorised from time to time by resolution of the employees Board; 2.2.2 enter into on behalf of the Company or the Group any commitment contract or arrangement otherwise than in the normal course of business or which is outside the scope of his normal duties or which is of an unusual or onerous or long term nature; 2.2.3 engage any person on terms which vary from those established from time to whom Employee is responsible. (a) Employee shall devote substantially all his/her full business time and efforts to the business and interest by resolution of the Company.Board; or (b) During the term of this Agreement, Employee shall not engage in 2.2.4 dismiss any activity that would be inconsistent with such duties or with the objectives and business employee of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreementor the Group without giving proper notice or without following the statutory disciplinary procedure. (c) If Employee desires 2.3 The Company may at any time appoint any other person to participate act jointly with the Executive in any outside business, he/she shall disclose his/her interest in writing performing his duties without loss of status to the Company, and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the CompanyExecutive. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.

Duties. Employee hereby agrees to perform During the Period of Employment, Executive shall be employed as the Company’s President. Executive’s primary, but not exclusive, duties shall include primary responsibility for the development and implementation of an operational model for the Company, selection of executive personnel, determination of the organizational structure for the Company, and oversight of business operations of the Company, together with such additional duties as are customarily associated with and incidental to the position described in Section 2 and as may be assigned to him/her from time to time by the employees Board of Directors of the Company (the “Board”) that are appropriate to whom Employee is responsible. such position. Executive, together with the Chief Executive Officer (a“CEO”), shall serve as the management team of the Company during a period (the “Integration Period”) Employee ending at such time as determined by the Board, but not later than the earlier of the retirement of the CEO or June 30, 2017. At the expiration of the Integration Period, and provided that Executive shall have relocated to Des Moines, Executive shall assume the duties of the CEO and shall become both President and CEO of the Company. While employed by the Company, Executive agrees to devote substantially all his/her Executive’s full business time and efforts to the business and interest of the Company. (b) During the term of this Agreement, Employee shall not engage in any activity that would be inconsistent with such duties or with the objectives and business exclusively on behalf of the Company and shall to competently and diligently perform his/her obligations and discharge his/her duties under this Agreement. Executive’s duties. Executive may (ci) If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to the Company, and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professionalcorporate, civic or charitable boards or committeescommittees and retain any compensation earned thereby, (ii) deliver lectures and fulfill speaking engagements and retain any compensation earned thereby, or (iii) manage personal affairs, so long as such activities are disclosed to under clauses (i), (ii) and (iii) do not interfere, in any substantive respect, with the Executive's responsibilities hereunder or conflict in any material way with the business of the Company or the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Company. (d) Employee acknowledges the receipt of the Company’s Employee Manual, 's Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all or any other written applicable policies, rules and regulations established by the Company from time to time.

Duties. Employee hereby agrees to During the Term, ▇▇▇▇▇▇▇▇ shall serve as the Chief Executive Officer and President of the Company or such other office as shall be mutually agreed upon by ▇▇▇▇▇▇▇▇ and the Company. ▇▇▇▇▇▇▇▇ shall perform such duties as are customarily associated with and incidental to the position described in Section 2 and responsibilities as may be assigned to him/her prescribed from time to time by the employees Board of Directors of the Company (the "Board"). Without limiting the foregoing, during the Term, ▇▇▇▇▇▇▇▇ shall, in accordance with this Agreement and the directions and policies from time to whom Employee is responsible.time established by the Board: (a) Employee shall devote substantially all his/her full business time Devote a majority of his time, attention and efforts energies to the business Company, and interest without the consent of the CompanyBoard, shall not render any services of a business nature to any other person, firm, corporation, or organization. (b) During Perform such services for the term of this Agreement, Employee Company as shall be prescribed from time to time by the Board provided that such services shall not engage in any activity that would be inconsistent with such the normal and customary duties or with the objectives of a Chief Executive Officer and business President of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement.a company of similar character; (c) If Employee desires Use his best efforts to participate in any outside business, he/she shall disclose his/her interest in writing to promote the Company, interests and shall refrain from such participation until Employee obtains the written consent objectives of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Company. (d) Employee acknowledges Provide to the receipt members of the Board, within a reasonable period of time, in advance of the Board's consideration of each particular matter within the scope of ▇▇▇▇▇▇▇▇'▇ responsibility, all information material to a decision of the Board in respect to such matter; (e) Supervise, administer and manage the day-to-day operations of the Company’s Employee Manual, Code provided that the actions and decisions of Ethics ▇▇▇▇▇▇▇▇ shall be reviewable by the requisite action of the Board and Stock Trading Policystockholders of the Company in accordance with the Certificate of Incorporation, the terms Bylaws of which Employee understands the Company and agrees applicable law; (f) Be responsible for the development and execution of short and long term plans and goals in all functional areas of the Company; provided that the actions and decisions of ▇▇▇▇▇▇▇▇ shall be reviewable by requisite action of the Board and stockholders of the Company in accordance with the Certificate of Incorporation, the Bylaws of the Company and applicable law; (g) Recommend to the Board staffing and personnel policies appropriate to achieving the best interests and objectives of the Company and be bound. Employee shall adhere to all other written policies, rules and regulations established responsible for implementing such policies as are approved by the Board; (h) Oversee and supervise all officers, employees and consultants of the Company from time to timethe end that the best interests and objectives of the Company are diligently and efficiently served by them; (i) Render, at all times, all of the services explicitly and implicitly hereunder, including, without limitation, careful preparation and submission to the Board of accurate and reasonable facts, data, estimates, projections and recommendations.

Duties. (a) During the Employment Period, the Employee hereby agrees to shall perform such duties and exercise such powers relating to the Company as are customarily associated commensurate with the office of President and incidental to Chief Executive Officer and shall have such other duties and powers as the position described in Section 2 and as may be assigned to him/her Board of Directors shall from time to time assign to him, including by the employees way of the Company example but not limitation, duties with respect to whom Employee is responsible. (a) Employee shall devote substantially all his/her full business time and efforts to the business and interest any of the Company’s associated companies. As used in this Agreement, the term “Associated Companies” shall mean any company (i) of which not less than fifty (50%) percent of the equity is beneficially owned by the Company or (ii) any subsidiary of such company, if any. (b) During the term of this AgreementEmployment Period, the Employee shall not engage in any activity that would be inconsistent with such duties or with devote substantially all of his time and attention during normal business hours and his best efforts and ability to the objectives and business of the Company, shall faithfully and diligently perform the duties of his employment with the Company and shall diligently perform his/her obligations do all reasonably in his power to promote, develop and discharge his/her duties under this Agreementextend the business of the Company. (c) If During the Employment period, the Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to not except as a representative of the Company, and shall refrain from such participation until Employee obtains Company or with the written consent of the Company’s General Counsel, which 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 unreasonably withheld or delayed. It shall not be considered precluded from devoting a violation reasonable amount of his time to: (i) serving with the prior written approval of the foregoing for Company as a director or member of a committee of any organization involving no conflict of interest with the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion business of the Company’s General Counsel from time-to-time; and (ii) managing his personal investments; provided, do 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 Employee’s duties for maintenance of his skills as a medical doctor; and (iv) performance as a member of the Companyfaculty of Columbia University Medical Center and the Attending Staff of New York-Presbyterian Hospital or the performance of similar services at any similar institutions; and (v) civic and charitable activities. (d) The Employee shall be employed at the offices of the Company located in Elmwood Park, New Jersey; provided, that the Employee acknowledges and agrees that the receipt proper performance of his duties may make it necessary to spend reasonable periods of time in other parts of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to timecountry.

Duties. Employee hereby accepts employment with the Company on the terms and conditions set forth in this Agreement, and agrees to devote his full time and attention (reasonable periods of illness excepted) to the performance of his duties under this Agreement. In general, Employee shall perform such duties as are customarily associated with and incidental performed by a chief executive officer of a publicly held company engaged in a business similar to the position described in Section 2 Company's business. Employee shall perform such specific duties and shall exercise such specific authority as may be assigned to him/her Employee from time to time by the employees Board of Directors of the Company. In performing such duties, Employee shall be subject to the direction and control of the Board of Directors of the Company. Employee further agrees that in all aspects of such employment, Employee shall comply with the instructions, policies, and rules of the Company established from time to whom Employee is responsible. (a) Employee time, and shall devote substantially all his/her full business time and efforts perform his duties faithfully, intelligently, to the business best of his ability, and in the best interest of the Company. (b) During . Employee shall serve as an officer of the term Company without additional compensation if so requested. The devotion of reasonable periods of time by Employee for personal purposes, outside business activities, or charitable activities shall not be deemed a breach of this Agreement, Employee shall provided that such purposes or activities do not engage in any activity that would be inconsistent with such duties or materially interfere with the objectives and business of the Company and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires services required to participate in any outside business, he/she shall disclose his/her interest in writing be rendered to the Company, and shall refrain from such participation until Employee obtains the written consent or on behalf of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Company. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.

Duties. Employee hereby agrees to perform such duties as are customarily associated with and incidental to the position described in Section 2 and as may be assigned to him/her from time to time by the employees of the Company to whom Employee is responsible. (a) Employee Throughout the Employment Period, the Executive shall devote substantially all his/her full business time be the President and efforts to the business and interest Chief Executive Officer of the Company, reporting directly to the Board, and shall have all duties and authorities as customarily exercised by an individual serving in such positions in a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. During the Employment Period, the Company shall also nominate the Executive for re-election as a member of the Board. (b) During Throughout the term of Employment Period, the Executive shall devote his business time and attention to performing his services to the Company hereunder, and shall use his reasonable best efforts to perform his duties under this AgreementAgreement fully, Employee diligently and faithfully, and shall not engage in any activity that would be inconsistent with such duties or with use his reasonable best efforts to promote the objectives and business interests of the Company and shall diligently perform his/her obligations its subsidiaries and discharge his/her duties under this Agreement. (c) If Employee desires affiliates. Notwithstanding the foregoing, the Company understands that the Executive is also a party to participate in any outside business, he/she shall disclose his/her interest in writing an employment agreement with Vector pursuant to which he serves as Vector’s President and Chief Executive Officer and recognizes and agrees that the Executive’s responsibilities to Vector will preclude the Executive from devoting substantially all of his business time and attention to the Company’s affairs. However, the Company understands, and shall refrain from such participation until Employee obtains the written consent of Executive agrees, that he will devote to the Company’s General Counsel, which shall not affairs a sufficiently substantial portion of his business time and attention as may be unreasonably withheld or delayed. It shall not be considered a violation reasonably necessary to accomplish the objectives of the foregoing for Company as mutually agreed to between the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Company. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics Executive and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time. (c) Anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other business entities, trade associations and/or charitable organizations, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided, however, that such activities do not materially interfere with the proper performance of his duties and responsibilities specified in Section 2(b).

Duties. Employee hereby agrees to (a) Executive shall perform such duties and functions as are customarily associated normal and customary for an individual holding Executive's position to perform, and Executive shall comply in the performance of such duties and functions with and incidental to the position described in Section 2 and as may be assigned to him/her from time to time by the employees of the Company to whom Employee is responsible. (a) Employee shall devote substantially all his/her full business time and efforts to the business and interest policies of the Company.. Without limiting the generality of the foregoing, the Executive shall be specifically responsible for: See attached Exhibit B. (b) During Executive agrees to devote his entire working time, attention and energies to the performance of the business of the Company and of any of its subsidiaries by which he may be employed; and Executive shall not without the approval of the Chief Executive Officer first, and then the Board of Directors, directly or indirectly, alone or as a member of any partnership or other business organization, or as an officer, director or employee of any other corporation, partnership or other business organization, be actively engaged in or concerned with any other duties or pursuits of a business nature which interfere with the performance of his duties hereunder, or which, even if non-interfering, may be, in the reasonable determination of the Board of Directors of the Company in its sole discretion, inimical, or contrary, to the best interests of the Company. The Company recognizes that the Executive, at the time of his hire and for the period of one (1) year from that date, has obligations outside of the scope of Dermisonics' basic business, and that the Executive will be required, from time to time, to attend to those duties on an 'as-needed' basis. The Company agrees, for the purpose of defining this allowable time away from Dermisonics business, that the Executive can allot up to twenty (20) working hours each month, during the term of this Agreement, Employee shall for these tasks, and that these hours will simply be documented for the record, but will not engage in detract from any activity that would be inconsistent with such duties or with the objectives and business of the Company and shall diligently perform his/her obligations and discharge his/her duties under this AgreementExecutive's plan for compensation as written above. These hours do not accrue from month-to-month. (c) If Employee desires to participate in any outside businessAll fees, he/she compensation or commissions received by Executive during the term of this Agreement for personal services (including, but not limited to, commissions and compensation received as a fiduciary or a director) rendered at the request of the Company shall disclose his/her interest in writing be paid to the CompanyCompany when received by Executive, and shall refrain from such participation until Employee obtains except those fees that the written consent Board of the Company’s General Counsel, which shall not Directors determines may be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in the reasonable discretion of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Companykept by Executive. (d) Employee acknowledges The principal location at which the receipt of Executive shall perform his duties hereunder shall be at the Company’s Employee Manual's offices in Conshohocken, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all Pennsylvania or at such other written policies, rules and regulations established by the Company locations as from time to time. Notwithstanding the foregoing, Executive shall perform such services at such other locations as may be required from the proper performance of his duties hereunder, and Executive recognizes that such duties may involve significant travel.

Duties. Employee hereby agrees to perform such duties as are customarily associated with and incidental to the position described in Section 2 and as may be assigned to him/her from time to time by the employees of the Company to whom Employee is responsible. (a) Employee shall devote substantially all his/her full business time and efforts to the business and interest of the Company. (b) A. During the term of this Agreement, the Employee shall not engage serve as the Sector Senior Vice President and Sector Manager for the Systems Technology Sector of the Company. The Employee shall report directly to the Chief Executive Officer of the Company. He or she shall have such powers and shall perform such duties as are incident and customary to his or her office. During the term of this Agreement, the Employee shall serve in any activity that would be inconsistent with such duties additional offices or with the objectives and business positions of the Company which are pertinent and customary to his or her office, and to which he or she may be elected or appointed by appropriate action of the Company. B. The Employee shall diligently perform his/devote his or her obligations full time, attention, skill, and discharge his/energy to the performance of his or her duties under this Agreement. , and shall comply with all reasonable professional requests of the Company; provided, however, that the Employee will be permitted to engage in and manage personal investments (csubject to the terms of Section 12 below) If Employee desires and to participate in any outside business, he/she shall disclose his/her interest in writing to the Company, community and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable boards or committeesaffairs, so long as such activities do not interfere with his or her duties under this Agreement. The Employee shall be headquartered in the Company office currently located at 1▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. C. The Company agrees to maintain Employee’s status as a Senior Vice President as long as the Employee’s obligations under this Agreement are disclosed fulfilled and subject to the continued approval by the Company’s Board of Directors. D. The Company shall not, andduring the Term of this Agreement, demote the Employee or reduce his or her responsibilities as set forth in this Section 7, or otherwise reduce his or her stature in the reasonable discretion Company except as authorized under this Agreement. E. Employee shall conduct all assigned duties in compliance with the Alion Science and Technology Corporation Code of Ethics, Conduct, and Responsibility and all other Company policies and procedures then in effect, and shall acknowledge and execute all documents necessary to comply and/or evidence compliance with such codes, policies and procedures. F. The Company shall maintain in force, at all times during the term of this Agreement, Directors and Officers Liability insurance that covers Employee against all legal liabilities that may arise and are incurred in the good faith performance of duties as a member of the Company’s General Counsel from time-to-time, do not interfere with the performance of the Employee’s duties for the Companymanagement. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.