Common use of Employment and Duties Clause in Contracts

Employment and Duties. Employer hereby offers employment to Employee, and Employee hereby accepts employment by Employer, such employment being terminable solely in accordance with the terms and conditions of this Agreement. Employee's title will be Executive Vice President. In such employment, Employee shall perform such services, and shall have such authority, duties and responsibilities as shall be reasonably assigned to Employee from time to time by the President of ClinForce, LLC and shall be consistent with Employee's authority, duties and responsibilities with Company. Employee shall report to Tony Sims, President of ClinForce, LLC. Employee shall diligently anx xxxxxxxlly perform all duties assigned to the best of Employee's abilities in a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder of the Company and which are expected to have results that are sustainable after the term of this Agreement ends. Employee agrees to devote his full attention, time and efforts to the business and affairs of the Employer in order to fully manage, promote and further the business and interests of Employer. Employee agrees that Employee will not hold any concurrent employment or business positions without the prior express written consent of Employer; provided that the foregoing shall not be construed as preventing Employee from making investments in other businesses or enterprises so long as they do not interfere with his ability to discharge his duties and responsibilities to Employer. In no event shall Employee be required to transfer to a location without his prior written consent.

Employment and Duties. (a) Employer hereby offers employment agrees to hire Employee, and Employee hereby accepts employment agrees to be employed by Employer, such employment being terminable solely in accordance with as Executive Vice President and Executive Director of Employer on the terms and conditions of provided in this Agreement. Employee's title will be Executive Vice President. In such employment, Employee shall perform such services, and shall have such authority, the duties and responsibilities as shall be reasonably assigned to Employee determined from time to time by the President CEO or COO of ClinForce, LLC and shall be the Employer consistent with Employee's authority, the types of duties and responsibilities with Company. Employee shall report typically performed by a person serving as Executive Vice President and Executive Director of businesses similar to Tony Sims, President that of ClinForce, LLC. Employee shall diligently anx xxxxxxxlly perform all duties assigned to the best of Employee's abilities in a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder of the Company and which are expected to have results that are sustainable after the term of this Agreement endsEmployer. Employee agrees to devote his best efforts and full attentiontime, time attention and efforts to skill in performing the business duties of Executive Vice President and affairs Executive Director in charge of the Employer in order to fully manage, promote developing and further the business leading Employer’s Fund Management and interests of EmployerAdvisory business. Employee agrees will also serve on Employer’s Senior Management Committee. Provided that Employee will not hold any concurrent employment or business positions without the prior express written consent of Employer; provided that the foregoing such activity shall not be construed as preventing Employee from making investments in other businesses violate any provision of this Agreement (including the noncompetition provisions of Section 8 below) or enterprises so long as they do not materially interfere with his ability to discharge performance of his duties hereunder, nothing herein shall prohibit Employee (i) from participating in any other business activities approved in advance by the CEO or COO in accordance with any terms and responsibilities conditions of such approval, such approval not to Employerbe unreasonably withheld or delayed, (ii) from engaging in charitable, civic, fraternal or trade group activities, or (iii) from investing in other entities or business ventures. In no event For purposes of clause (i) of the preceding sentence, Employee is expressly authorized to continue to develop the investment presently under development by Employee for the purpose of investing in the purchase of multi-family properties (including garden apartments, urban high rise units and interests in multi-family operating companies). Employee shall Employee be required give Employer the opportunity to transfer invest or participate in such fund and Employer shall give due consideration to a location without his prior written consentdoing so.

Employment and Duties. Employer hereby offers shall employ Employee as Employer's President and Chief Executive Officer during the term of employment to Employee, and Employee hereby accepts employment by Employer, such employment being terminable solely set forth in accordance with the terms and conditions of this AgreementSection 2 hereof. Employee's title will be Executive Vice President. In such employment, Employee shall perform such services, the duties of the President and Chief Executive Officer of Employer and shall have provide to Employer such authority, duties and responsibilities other services befitting Employee's position as shall be are reasonably assigned to Employee requested of him from time to time by the President Board of ClinForceTrustees of Employer, LLC including responsibility for the following: (i) implementation of the Company's investment and growth strategies including establishment of investment policies; (ii) review, analysis and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policies. Employee shall be consistent with Employeehave supervision and control over, and responsibility for, the business and affairs of Employer as provided in the Bylaws of Employer, subject to the direction of Employer's authority, duties and responsibilities with CompanyBoard of Trustees. Employee shall report only to Tony Sims, President the Board of ClinForce, LLCTrustees of Employer and his powers and authority shall be superior to those of any officer or employee of Employer. Employee shall diligently anx xxxxxxxlly perform all duties assigned to the best of Employee's abilities in a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder of the Company and which are expected to have results that are sustainable after the term of this Agreement ends. Employee agrees to devote his full attentiontime, time energy, skill and best efforts to the business and affairs of the Employer in order to fully manageprovided, promote and further the business and interests of Employer. Employee agrees however, that Employee will not hold any concurrent employment or business positions without the prior express written consent of Employer; provided that the foregoing nothing herein shall not be construed as preventing preclude Employee from making investments in serving as a director, trustee, officer of, or partner in, any other businesses firm, trust, corporation or enterprises so partnership or from pursuing personal investments, as long as they such activities do not interfere with his ability to discharge Employee's performance of his duties hereunder. Employee agrees to serve, without additional compensation, as a trustee of the Employer and responsibilities to a trustee or director of any of its subsidiaries and in one or more executive offices of any of the Employer. In no event shall Employee be required to transfer to a location without his prior written consent's subsidiaries.

Employment and Duties. Employer The Company hereby offers employment employs Executive to Employee, serve as Chief Executive Officer and Employee hereby Chairman of the Board of the Company during the Term (as such term is defined in Section 3). Executive accepts employment by Employer, such employment being terminable solely in accordance with on the terms and conditions of set forth in this Agreement. Employee's title will be Executive Vice President. In such employment, Employee shall perform the duties of Chairman of the Board and Chief Executive Officer of the Company and shall perform such services, and shall have other duties consistent with such authority, duties and responsibilities positions as shall may be reasonably assigned to Employee Executive from time to time by the President Board of ClinForce, LLC and shall be consistent with Employee's authority, duties and responsibilities with Company. Employee shall report to Tony Sims, President of ClinForce, LLC. Employee shall diligently anx xxxxxxxlly perform all duties assigned to the best of Employee's abilities in a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder Directors of the Company and which are expected to have results that are sustainable after (the term of this Agreement ends"Board"). Employee agrees to Executive shall devote his full attention, time best efforts and efforts skills to the business and affairs of the Employer in order to fully manage, promote and further the business and interests of Employerthe Company on a full-time basis, provided, however, that from the date hereof through November 22, 1999 or such earlier date as Executive may determine (the "Transition Period"), Executive shall be employed on a half-time basis to enable Executive to complete certain other business activities in which he is currently involved (the "Transition Activities"). Employee agrees that Employee will not hold any concurrent employment or business positions without Except for the prior express written consent of Employer; provided that Transition Activities during the foregoing Transition Period, Executive shall not be construed as preventing Employee from making investments engage in any other businesses or enterprises so long as they business activity during the Term; provided, however, that, to the extent such activities do not interfere with adversely affect the performance of his ability to discharge his duties and responsibilities to Employerthe Company hereunder, Executive may (i) manage his personal investments and participate in charitable and civic affairs, (ii) serve on the boards of directors of the three for- profit corporation boards on which he serves as of the date hereof, and (iii) serve on such additional for-profit corporate boards as the Board may expressly approve. In Executive shall use his best efforts to establish a residence in the greater Los Angeles metropolitan area no later than December 31, 1999, but shall establish such a residence in any event no later than January 31, 2000. Executive shall Employee be required at all times observe and abide by the Company's policies and procedures as in effect from time to transfer to a location without his prior written consenttime.

Employment and Duties. Employer The Company hereby offers employment to Employeeemploys the Executive as Senior Managing Director of R&R and a senior executive of Holding on the terms and conditions provided in this Agreement, and Employee hereby accepts employment by Employerthe Executive agrees to accept such employment, such employment being terminable solely in accordance with subject to the terms and conditions of this Agreement. Employee's title will be In addition, the Executive Vice Presidentserves and shall continue to serve as a member of the Board of each of R&R and Holding. In such employment, Employee The Executive shall perform such services, and shall have such authority, the duties and responsibilities as are customary for the Senior Managing Director of an investment bank, and shall be perform such other duties and responsibilities as are reasonably assigned to Employee determined from time to time by the President of ClinForce, LLC and shall be consistent with Employee's authority, duties and responsibilities with CompanyBoard. Employee The Executive shall report to Tony Simsand be supervised by the Board. The Executive shall be based at the Company's offices in New York City, President of ClinForceNew York or such other place, LLC. Employee shall diligently anx xxxxxxxlly perform all duties assigned to the best of Employee's abilities in within a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder twenty-five (25) mile radius of the Company and which are expected to have results that are sustainable after Company's offices in New York City on the term date of this Agreement endsAgreement, as may be agreed upon by the Executive with the Company, and, except for business travel incident to his employment under this Agreement, the Company agrees the Executive shall not be required to relocate. Employee The Executive agrees to devote substantially all his full attention, attention and time and efforts during normal business hours to the business and affairs of the Employer 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 order the following activities (and shall be entitled to fully manage, promote and further the business and interests of Employer. Employee agrees that Employee will not hold any concurrent employment or business positions without the prior express written consent of Employer; provided that the foregoing shall not be construed retain all economic benefits thereof including fees paid in connection therewith) as preventing Employee from making investments in other businesses or enterprises so long as (x) they do not interfere in any material respect with his ability to discharge his the performance of the Executive's duties and responsibilities hereunder, and (y) with respect to Employer. In no event (A) service on the board of directors of a corporation or other business or (B) any activity described in clause (ii) below, such activity is pre-approved by the Board of Holding: (i) serve on corporate, civic, religious, educational and/or charitable boards or committees, provided that the Executive shall Employee be required not serve on any board or committee of any corporation or other business which competes with the "Business" (as defined in Section 10(a) below); (ii) deliver lectures, fulfill speaking engagements, or teach on a part-time basis at educational institutions; and (iii) make investments in businesses or enterprises and manage his personal investments; provided that with respect to transfer such activities Executive shall comply with any business conduct and ethics policy applicable to a location without his prior written consentemployees of the Company.

Employment and Duties. Employer The Employee is hereby offers employment to Employee, employed as Chief Executive Officer and Employee hereby accepts employment by Employer, such employment being terminable solely in accordance with President of the terms and conditions of this Agreement. Employee's title will be Executive Vice President. In such employment, Employee shall perform such services, Bank and shall have all such authority, duties powers, duties, and responsibilities as shall may be reasonably assigned given to the Employee from time to time by the President Bank’s Board of ClinForce, LLC and shall be consistent with Employee's authority, duties and responsibilities with CompanyDirectors. The Employee shall report to Tony Sims, President of ClinForce, LLC. Employee shall diligently anx xxxxxxxlly perform devote substantially all duties assigned to the best of Employee's abilities in a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder of the Company and which are expected to have results that are sustainable after the term of this Agreement ends. Employee agrees to devote his full attention, Employee’s working time and efforts to the business and affairs of the Employer in order Bank and will at all times faithfully, industriously, loyally, and to fully managethe best of the Employee’s ability, promote experience, and further talents, perform all of the business lawful duties that may be required of and interests from him pursuant to the terms of Employerthis Agreement. The Employee agrees that to be physically present in Sioux Falls, South Dakota to perform his job duties during the Monday to Friday workweek, subject to required business travel and the Bank’s PTO policy. Travel and lodging expenses incurred by the Employee will commuting weekly from his residence in Minnesota shall be reimbursed in an amount not hold any concurrent employment or business positions without to exceed $3,500.00 per month. Such reimbursed amounts may be taxable to Employee as income. Exhibit A to this Agreement provides a list of those material outside positions, investments, and activities presently engaged in by the prior express written consent of Employer; provided that the foregoing shall not be construed as preventing Employee from making investments Employee. The Employee’s ongoing participation in other businesses or enterprises these outside interests is permitted so long as they such interests individually or in the aggregate do not conflict or interfere with his ability the performance of the Employee’s duties, violate any applicable laws or regulations, or involve activities contrary to discharge his duties and responsibilities the best interests of the Bank. The Employee’s participation in any other material outside interests, including without limitation service on any outside Board of Directors, is subject to Employer. In no event shall Employee be required to transfer to a location without his prior written consentapproval by the Chair of the Board of Directors of the Bank in consultation with the Board.

Employment and Duties. Employer The Company hereby offers employment employs Executive to Employeeserve as the Chief Executive Officer of the Company, reporting directly to the Board, and Employee hereby accepts employment by Employer, such employment being terminable solely in accordance with the terms and conditions of this Agreement. Employee's title will be Executive Vice President. In such employment, Employee shall to perform such services, and shall have such authority, duties and responsibilities as shall are customarily performed by persons acting in such capacity, or to serve in such other positions and to have such other duties and responsibilities as may be reasonably assigned to Employee Executive from time to time by the President of ClinForce, LLC and shall be consistent with Employee's authority, duties and responsibilities with CompanyBoard. Employee shall report Executive agrees to Tony Sims, President of ClinForce, LLC. Employee shall diligently anx xxxxxxxlly perform all duties assigned to the best of Employee's abilities in continue his service as a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder member of the Company Board, and which are expected agrees to have results waive all fees and other compensation that are sustainable after otherwise would be payable to him as a member of the Board for such service during the term of this Agreement endsAgreement. Employee agrees Executive shall not, however, have any right or entitlement to serve on the Board. Executive shall devote substantially his full attention, full-time and efforts effort to his duties hereunder during the business term of this Agreement. Notwithstanding the foregoing, Executive shall be permitted to: (i) engage in charitable and affairs community affairs, (ii) manage his personal investments, and (iii) serve on boards of the Employer directors (or similar bodies) of up to three (3) charitable institutions and up to one (1) for-profit entity (in order addition to fully manageCrawford), promote and further the business and interests of Employer. Employee agrees that Employee will not hold any concurrent employment or business positions without the prior express written consent of Employer; provided that the foregoing shall not be construed as preventing Employee from making investments in other businesses or enterprises so long as they such activities do not violate this Agreement nor interfere with the performance of Executive’s duties hereunder. Notwithstanding the limitations described in (iii) above, Executive may serve on additional boards (or similar bodies) with the prior approval of the Executive Committee of the Board (excluding Executive, while he is a member of the Executive Committee). Upon termination of Executive’s employment for any reason, Executive will execute letter(s) of resignation or similar documents with respect to any office(s), position(s) or title(s) that he then holds with the Company or its subsidiaries, parent(s) or other affiliated entities, including his ability to discharge his duties position as a member of the Board and responsibilities to Employer. In no event shall Employee be required to transfer to a location without his prior written consentof any committee thereof, promptly upon request by the Company.

Employment and Duties. Employer (a) The Company hereby offers employment to Employeeemploys Employee in the position of General Manager, Baudette Facilities (and Employee hereby accepts employment by Employer, such employment being terminable solely in accordance other positions consistent with his status as the terms and conditions General Manager Baudette Facilities) of this Agreement. Employee's title will be Executive Vice President. In such employment, Employee shall perform such services, and shall have such authority, duties and responsibilities the Company as shall be reasonably assigned to Employee from time to time by the President Chief Executive Officer of ClinForce, LLC the Company (the “Chief Executive Officer”) or the Board of Directors (the “Board”). Employee shall have all of the normal and shall be consistent with Employee's authoritycustomary responsibilities, duties and responsibilities authorities customarily accorded to, and expected of, such positions, including those as may be set forth in the Company’s Certificate of Incorporation and Bylaws and those that may be established by the Chief Executive Officer or the Board, provided that the nature of such responsibilities, duties and authorities shall not be inconsistent with CompanyEmployee’s positions and duties hereunder. Employee shall report to Tony Sims, President of ClinForce, LLC. Employee shall diligently anx xxxxxxxlly perform all duties assigned to hereby accepts this employment upon the best of Employee's abilities in a professional manner. Employee shall take actions that are reasonable terms and consistent with his past practices as the former Stockholder of the Company conditions contained herein and which are expected to have results that are sustainable after the term of this Agreement ends. Employee agrees to devote his full attentionbusiness time, time attention and efforts to the business and affairs of the Employer in order to fully manage, promote and further the business and interests of Employerthe Company. Employee agrees that Employee will not hold shall not, during any concurrent Term of his employment hereunder (as defined in Section 4 hereof), be engaged in any other business activity pursued for gain, profit or business positions without other pecuniary advantage. Notwithstanding the prior express written consent of Employer; foregoing limitations, and provided that the foregoing shall not be construed as preventing Employee from making investments in other businesses or enterprises so long as they do not such activities neither interfere with his ability to the discharge of his duties and responsibilities of Employee hereunder nor violate the terms of Section 3 hereof, except that Employee shall be able to Employer. In no event shall Employee be required devote occasional business time to transfer to a location without his prior written consent(i) charitable, industry trade group and community activities and (ii) making personal passive investments in publicly traded and private securities.

Employment and Duties. Employer The parties hereby offers employment to Employeeagree that, and Employee hereby accepts employment by Employer, such employment being terminable solely in accordance with the terms and conditions of this Agreement. Employee's title will be Executive Vice President. In such employment, Employee shall perform such services, and shall have such authority, duties and responsibilities as shall be reasonably assigned to Employee from time to time by the President of ClinForce, LLC and shall be consistent with Employee's authority, duties and responsibilities with Company. Employee shall report to Tony Sims, President of ClinForce, LLC. Employee shall diligently anx xxxxxxxlly perform all duties assigned to the best of Employee's abilities in a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder of the Company and which are expected to have results that are sustainable after during the term of this Agreement endsas set forth in paragraph 2 below, the Executive shall be employed as the President and Chief Operating Officer of the Company with the duties and responsibilities attendant to such positions. Employee agrees to devote his full attentionIn discharging such duties and responsibilities, time the Executive may also serve as an executive officer and/or director of any direct or indirect subsidiary of the Company (collectively the "Subsidiaries"). The salary, other compensation and efforts benefits provided herein may be allocated among the Company and the Subsidiaries based upon the portion of the Executive's services provided to the business Company and affairs each of the Employer Subsidiaries, respectively, and the Executive shall assist the Company in order making such allocation as the Company may reasonably request. During the term of this Agreement, the Executive shall apply on a full-time basis (allowing for usual vacations and sick leave) all of the Executive's skill and experience to fully managethe performance of the Executive's duties hereunder with the Company and the Subsidiaries. It is understood that the Executive may have other business investments and participate in charitable organizations which may, promote from time to time, require minor portions of Executive's time, but which shall not interfere or be inconsistent with the Executive's duties under this Agreement. The Executive shall perform the Executive's duties at the Company's principal executive offices in Minneapolis, Minnesota or at such other location as may be mutually agreed upon by the Executive and further the business and interests of Employer. Employee agrees that Employee will not hold any concurrent employment or business positions without the prior express written consent of EmployerCompany; provided that the foregoing Executive shall not travel to other locations at such times as may be construed as preventing Employee from making investments in other businesses or enterprises so long as they do not interfere with his ability to discharge his necessary for the performance of the Executive's duties and responsibilities to Employer. In no event shall Employee be required to transfer to a location without his prior written consentunder this Agreement.

Employment and Duties. (a) The Employer hereby offers employment to Employeeemploys the Executive as the President of its THC Systems, Inc. subsidiary on the terms set forth herein, and Employee the Executive hereby accepts employment by Employer, such employment being terminable solely in accordance with the terms and conditions of this Agreement. Employee's title will be Executive Vice President. In such employment, Employee shall perform such services, and . The Executive shall have such authority, duties as are set forth in the Certificate of Incorporation and responsibilities as shall be reasonably assigned to Employee from time to time by the President of ClinForce, LLC and shall be consistent with Employee's authority, duties and responsibilities with Company. Employee shall report to Tony Sims, President of ClinForce, LLC. Employee shall diligently anx xxxxxxxlly perform all duties assigned to the best of Employee's abilities in a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder By-Laws of the Company Employer and which THC Systems, Inc. and such additional duties as are expected to have results that are sustainable after commensurate with the term of this Agreement endsExecutive's position. Employee agrees to The Executive shall devote substantially all his full business time, attention, time skill and efforts to the business faithful performance of his duties hereunder and affairs shall not accept employment elsewhere while employed hereunder during the Term (as defined in Section 2). The Executive shall report exclusively to the Employer's Chief Executive Officer The Executive agrees to serve as (i) a member of the Board of Directors of THC Systems, Inc. (the "Board") or of the board of directors of any Affiliate (as defined in Section 6(f)) if asked to do so by the Employer or the Board and if elected by the shareholders of the Employer or such Affiliate, as the case may be, and (ii) an officer of Oneida Ltd. or any other Affiliate if directed to do so by the Employer. The Executive may (a) with the prior approval of the Employer, serve on corporate, 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 do not significantly interfere with the performance of the Executive's responsibilities hereunder. The Executive shall at all times conduct himself in such a manner as not to prejudice the reputation of the Employer in order to fully manage, promote and further the fields of business and interests of Employer. Employee agrees that Employee will not hold any concurrent employment in which it is engaged or business positions without with the prior express written consent of Employer; provided that the foregoing shall not be construed as preventing Employee from making investments in other businesses or enterprises so long as they do not interfere with his ability to discharge his duties and responsibilities to Employer. In no event shall Employee be required to transfer to a location without his prior written consentpublic at large.

Employment and Duties. The Employer hereby offers employment to Employeeemploys the Executive, and Employee the Executive hereby accepts continued employment by Employer, such employment being terminable solely in accordance with the Employer upon the terms and conditions of this Agreementhereinafter set forth. Employee's title The Executive will be Executive Vice Presidentcontinue to serve the Employer as its President and CEO. In such employmentcapacity, Employee shall the Executive will report directly to the Board of Directors of the Employer (the “Board”) and have all powers, duties, and obligations as are normally associated with such positions. Subject to the provisions of Paragraph 5 [“Termination of Employment"], the Executive will further perform such services, and shall have such authority, other duties and responsibilities hold such other positions related to the business of the Employer and its Affiliates as shall be reasonably assigned to Employee may from time to time be reasonably requested of him by the President Board; provided that the Executive shall not be required to perform such services that involve a material decrease in the level of ClinForce, LLC and shall be consistent with Employee's authority, duties and responsibilities with Companyresponsibility currently maintained by the Executive. Employee shall report to Tony Sims, President of ClinForce, LLC. Employee shall diligently anx xxxxxxxlly perform all duties assigned to the best of Employee's abilities in a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder of the Company and which are expected to have results that are sustainable after the term For purposes of this Agreement endsAgreement, an “Affiliate” shall mean any corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, trust, association or organization which is, directly or indirectly, controlled by, or under common control with, the Employer. Employee agrees to Except as otherwise set forth in this Agreement, the Executive will devote all of his full attention, skills and substantially all of his time and efforts attention to the business said positions and affairs in furtherance of the Employer in order to fully manage, promote and further the business and interests of Employer. Employee agrees that Employee the Employer and its Affiliates and will not hold directly or indirectly render any concurrent employment services of a business, commercial or business positions professional nature to any person or organization without the prior express written consent of Employerthe Board (which consent will not be unreasonably withheld or delayed); provided provided, however, that the foregoing shall Executive will not be construed as preventing Employee precluded from making investments participation in other businesses community, civic, charitable or enterprises so long as they similar activities which do not unreasonably interfere with his ability to discharge his duties and responsibilities to Employer. In no event shall Employee be required to transfer to a location without his prior written consenthereunder.

Employment and Duties. Employer hereby offers shall employ Employee as Employer's President and Chief Operating Officer until December 31, 1998 and from and after January 1, 1999 and thence throughout the term of employment to Employeeset forth in Section 2 hereof as President and Chief Executive Officer. Employee shall have supervision and control over, and Employee hereby accepts employment by responsibility for, the management of Employer, such employment being terminable solely in accordance with subject only to the terms and conditions direction of this Agreementthe Employer's Board of Directors. Employee's title will be Executive Vice President. In such employment, Employee shall perform such services, and shall also have such authorityother responsibilities and duties, duties consistent with his positions and responsibilities expertise, as shall be reasonably assigned to Employee may from time to time be prescribed by the President Employer's Board of ClinForce, LLC Directors and shall be consistent with agreed to by Employee's authority, duties and responsibilities with Company. Employee shall report to Tony Sims, President of ClinForce, LLC. Employee shall diligently anx xxxxxxxlly perform all duties assigned to the best of Employee's abilities in a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder of the Company and which are expected to have results that are sustainable after the term of this Agreement ends. Employee agrees to devote his full attentiontime, time energy, skill and best efforts to the business and affairs of Employer, but nothing in this Agreement shall preclude the Employer in order to fully manage, promote and further Employee from devoting reasonable periods required for (i) serving as a director or member of a committee of any organization involving no conflict of interest with the business and interests interest of Employer. Employee agrees that Employee will not hold any concurrent employment or business positions without the prior express written consent of Employer; (ii) delivering lectures, fulfilling speaking engagements, teaching at educational institutions; (iii) engaging in charitable and community activities; and (iv) managing his personal investments; and provided that the foregoing shall not be construed as preventing Employee from making investments in other businesses or enterprises so long as they such activities do not materially interfere with his ability to discharge the regular performance of his duties and responsibilities under this Agreement. Employee agrees to serve without additional compensation, if elected or appointed thereto, as a director of the Employer and any of its subsidiaries and in one or more executive offices of any of the Employer. In 's subsidiaries, provided that the Employee is indemnified for serving in any and all such capacities on a basis no event shall Employee be required to transfer to a location without his prior written consentless favorable than is currently provided in the Bylaws of the Employer.

Employment and Duties. The Employer hereby offers employment to Employeeemploys the Executive, and Employee the Executive hereby accepts continued employment by Employer, such employment being terminable solely in accordance with the Employer upon the terms and conditions of this Agreementhereinafter set forth. Employee's title The Executive will be Executive Vice Presidentcontinue to serve the Employer as its President and CEO. In such employmentcapacity, Employee shall the Executive will report directly to the Board of Directors of the Employer (the “Board”) and have all powers, duties, and obligations as are normally associated with such positions. Subject to the provisions of Paragraph 5 [“Termination of Employment”], the Executive will further perform such services, and shall have such authority, other duties and responsibilities hold such other positions related to the business of the Employer and its Affiliates as shall be reasonably assigned to Employee may from time to time be reasonably requested of him by the President Board; provided that the Executive shall not be required to perform such services that involve a material decrease in the level of ClinForce, LLC and shall be consistent with Employee's authority, duties and responsibilities with Companyresponsibility currently maintained by the Executive. Employee shall report to Tony Sims, President of ClinForce, LLC. Employee shall diligently anx xxxxxxxlly perform all duties assigned to the best of Employee's abilities in a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder of the Company and which are expected to have results that are sustainable after the term For purposes of this Agreement endsAgreement, an “Affiliate” shall mean any corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, trust, association or organization which is, directly or indirectly, controlled by, or under common control with, the Employer. Employee agrees to Except as otherwise set forth in this Agreement, the Executive will devote all of his full attention, skills and substantially all of his time and efforts attention to the business said positions and affairs in furtherance of the Employer in order to fully manage, promote and further the business and interests of Employer. Employee agrees that Employee the Employer and its Affiliates and will not hold directly or indirectly render any concurrent employment services of a business, commercial or business positions professional nature to any person or organization without the prior express written consent of Employerthe Board (which consent will not be unreasonably withheld or delayed); provided provided, however, that the foregoing shall Executive will not be construed as preventing Employee precluded from making investments participation in other businesses community, civic, charitable or enterprises so long as they similar activities which do not unreasonably interfere with his ability to discharge his duties and responsibilities to Employer. In no event shall Employee be required to transfer to a location without his prior written consenthereunder.

Employment and Duties. Employer hereby offers employment to Employee, and Employee hereby accepts employment by Employer, such employment being terminable solely in accordance with the terms and conditions of this Agreement. Employee's ’s title will be Executive Vice President. In such employment, Employee shall perform such services, and shall have such authority, duties and responsibilities as shall be reasonably assigned to Employee from time to time by the President of ClinForce, LLC. Employee shall report to Xxxx Xxxx, President of ClinForce, LLC and shall be consistent with Employee's ’s authority, duties and responsibilities with Company. Employee shall report to Tony Sims, President of ClinForce, LLC. Employee shall diligently anx xxxxxxxlly and faithfully perform all duties assigned to the best of Employee's ’s abilities in a professional manner. Employee shall take actions that are reasonable and consistent with his her past practices as the former Stockholder Managing Member of the Company and which are expected to have results that are sustainable after the term of this Agreement ends. Employee agrees to devote his her full attention, time and efforts to the business and affairs of the Employer in order to fully manage, promote and further the business and interests of Employer. Employee agrees that Employee will not hold any concurrent employment or business positions without the prior express written consent of Employer; provided that the foregoing shall not be construed as preventing Employee from making investments in other businesses or enterprises so long as they do not interfere with his her ability to discharge his her duties and responsibilities to Employer. In no event shall Employee be required to transfer to a location other than New York City without his her prior written consent.

Employment and Duties. The Employer hereby offers employment to Employeeemploys the Executive, and Employee the Executive hereby accepts employment by Employer, such employment being terminable solely in accordance with the Employer upon the terms and conditions of this Agreementhereinafter set forth. Employee's title The Executive will be Executive Vice Presidentserve the Employer as its CEO. In such employmentcapacity, Employee the Executive will report directly to the Board and have all powers, duties, and obligations as are normally associated with such position. Every executive officer of the Company shall report to Executive. The Executive will further perform such servicesother duties, which shall not be inconsistent with his position as CEO of Company, and shall have hold such authority, duties other position related to the business of the Employer and responsibilities its Affiliates as shall be reasonably assigned to Employee may from time to time be reasonably requested of him by the President of ClinForce, LLC and shall be consistent with Employee's authority, duties and responsibilities with CompanyBoard. Employee shall report to Tony Sims, President of ClinForce, LLC. Employee shall diligently anx xxxxxxxlly perform all duties assigned to the best of Employee's abilities in a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder of the Company and which are expected to have results that are sustainable after the term For purposes of this Agreement endsAgreement, an "Affiliate" shall mean any corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, trust, association or organization which is, directly or indirectly, controlled by, or under common control with, the Employer. Employee agrees to The Executive will devote his full attentionskills, time time, and efforts attention to the business said position and affairs in furtherance of the Employer in order to fully manage, promote and further the business and interests of Employer. Employee agrees that Employee the Employer and its Affiliates and will not hold directly or indirectly render any concurrent employment services of a business, commercial or business positions professional nature to any person or organization without the prior express written consent of Employerthe Board (which will not be unreasonably withheld or delayed); provided provided, however, that the foregoing shall Executive will not be construed precluded from (a) continuing as preventing Employee from making investments a member of any board of directors on which he is serving as of the Effective Date or joining one additional board of directors; (b) maintaining and operating his consulting company in other businesses existence as of the Effective Date; and (c) participation in community, civic, charitable or enterprises so long as they similar activities which do not unreasonably interfere with his ability responsibilities hereunder. The Employer agrees to discharge his duties and responsibilities use its commercially reasonable efforts to Employer. In no event shall Employee cause Executive to be required to transfer to nominated as a location without his prior written consent.director at each annual meeting of shareholders during the term of this

Employment and Duties. Employer hereby offers employment The Company agrees to Employeeemploy and Executive agrees to serve as the Chief Executive Officer ("CEO") and, and Employee hereby accepts employment by Employeruntil such time as the Company hires a full-time employee to serve as its Chief Technology Officer ("CTO"), such employment being terminable solely in accordance with the terms and conditions of this AgreementCTO. Employee's title will be Executive Vice President. In such employment, Employee shall perform such services, and shall have such authority, The duties and responsibilities of Executive shall include the duties and responsibilities normally associated with such positions and such other duties and responsibilities consistent with such positions as shall be reasonably assigned to Employee the Board may from time to time by reasonably assign to Executive. At all times during the President of ClinForceEmployment Period, LLC and shall be consistent with Employee's authority, duties and responsibilities with Company. Employee the Executive shall report to Tony Sims, President of ClinForce, LLC. Employee shall diligently anx xxxxxxxlly perform all duties assigned directly to the best Company's Board of Employee's abilities in Directors (the "Board"). In addition, the Company agrees that Executive shall serve as a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder member of the Company and which are expected to have results that are sustainable after Board at all times during the term Employment Period. Executive shall devote substantially all of this Agreement ends. Employee agrees to devote his full attention, working time and efforts during the Company's normal business hours to the business and affairs of the Employer in order Company and its subsidiaries and to fully managethe diligent and faithful performance of the duties and responsibilities duly assigned to him pursuant to this Agreement. Notwithstanding the foregoing, promote and further nothing herein shall preclude Executive from (i) performing services for such other company as the business and interests of Employer. Employee agrees that Employee will not hold any concurrent employment Company may designate or business positions without permit, (ii) serving, with the prior express written consent of Employerthe Board, as a member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizations, (iii) engaging in charitable activities and community affairs, and (iv) managing Executive's personal investments and affairs; provided provided, however, that the foregoing activities set out in clauses (i), (ii), (iii) and (iv) shall be limited by Executive so as not be construed as preventing Employee from making investments to materially interfere, individually or in other businesses or enterprises so long as they do not interfere the aggregate, with his ability to discharge his the performance of Executive's duties and responsibilities to Employer. In no event shall Employee be required to transfer to a location without his prior written consenthereunder.

Employment and Duties. Employer hereby offers employment to EmployeeCommencing on the date of the filing of the Company's Form 10-K for the period ended December 31, 2019 and Employee hereby accepts employment by Employer, such employment being terminable solely in accordance with continuing thereafter during the terms and conditions of this Agreement. Employee's title will be Executive Vice President. In such employmentEmployment Period (as defined below), Employee shall perform such services, will serve as the Chief Financial Officer of the Company and shall will report to the Chief Executive Officer. Employee will have such authority, duties and responsibilities that are commensurate with such position and such other duties and responsibilities commensurate with such position as shall be reasonably assigned to Employee are from time to time assigned to Employee by the President Chief Executive Officer. During the Employment Period, Employee shall diligently and conscientiously devote his full business time, attention and energies to the performance of ClinForce, LLC and shall be consistent with Employee's authority, his duties and responsibilities with Companyhereunder. Employee shall report to Tony Sims, President not engage in any other employment or business activity without the express prior written consent of ClinForce, LLCthe Chief Executive Officer and the Board. Employee shall diligently anx xxxxxxxlly perform all duties assigned to the best of Employee's abilities not, directly or indirectly, engage or participate in a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder of the Company and which are expected to have results that are sustainable after any activities at any time during the term of this Agreement endswhich conflict with the best interests of the Company. Employee agrees to devote shall work at such times and at such places as required by the Company. Employee shall, at all times during the Employment Period, discharge his full attentionor her duties herein described in consultation with and under the direction, time approval and efforts to the business and affairs control of the Employer Chief Executive Officer. Notwithstanding any other provision of this Agreement, the Chief Executive Officer reserves the absolute right, in order its sole and absolute discretion, to fully manage, promote make any and further all decisions with respect to actions to be taken by Employee in connection with the business and interests rendering of Employer. Employee agrees that Employee will not hold any concurrent employment or business positions without the prior express written consent of Employer; provided that the foregoing shall not be construed as preventing Employee from making investments in other businesses or enterprises so long as they do not interfere with his ability to discharge his duties and responsibilities to Employer. In no event shall Employee be required to transfer to a location without his prior written consentin accordance with professional standards.

Employment and Duties. Employer The parties hereby offers employment to Employeeagree that, and Employee hereby accepts employment by Employer, such employment being terminable solely in accordance with the terms and conditions of this Agreement. Employee's title will be Executive Vice President. In such employment, Employee shall perform such services, and shall have such authority, duties and responsibilities as shall be reasonably assigned to Employee from time to time by the President of ClinForce, LLC and shall be consistent with Employee's authority, duties and responsibilities with Company. Employee shall report to Tony Sims, President of ClinForce, LLC. Employee shall diligently anx xxxxxxxlly perform all duties assigned to the best of Employee's abilities in a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder of the Company and which are expected to have results that are sustainable after during the term of this Agreement endsas set forth in paragraph 2 below, the Executive shall be employed by the Company and will provide services to LTCA as the Senior Vice President and Chief Marketing Officer with the duties and responsibilities attendant to such position. Employee agrees to devote his full attentionIn discharging such duties and responsibilities, time the Executive may also serve as an executive officer and/or director of any direct or indirect subsidiary of the Company (collectively the "Subsidiaries"). The salary, other compensation and efforts benefits provided herein may be allocated among the Company and the Subsidiaries based upon the portion of the Executive's services provided to the business Company and affairs each of the Employer Subsidiaries, respectively, and the Executive shall assist the Company in order making such allocation as the Company may reasonably request. During the term of this Agreement, the Executive shall apply on a full-time basis (allowing for usual vacations and sick leave) all of the Executive's skill and experience to fully managethe performance of the Executive's duties hereunder with the Company and the Subsidiaries. It is understood that the Executive may have other business investments and participate in charitable organizations which may, promote from time to time, require minor portions of Executive's time, but which shall not interfere or be inconsistent with the Executive's duties under this Agreement. The Executive shall perform the Executive's duties at the Company's principal executive offices in Minneapolis, Minnesota or at such other location as may be mutually agreed upon by the Executive and further the business and interests of Employer. Employee agrees that Employee will not hold any concurrent employment or business positions without the prior express written consent of Employer; Company, provided that the foregoing Executive shall not travel to other locations at such times as may be construed as preventing Employee from making investments in other businesses or enterprises so long as they do not interfere with his ability to discharge his necessary for the performance of the Executive's duties and responsibilities to Employer. In no event shall Employee be required to transfer to a location without his prior written consentunder this Agreement.

Employment and Duties. Employer hereby offers employment During the Employment Period (as defined below), Executive shall be employed by the Company as its [position title]. Executive shall have the normal duties, responsibilities and authority of such position, subject to Employeethe power and direction of the Company’s [For Non-CEO Version Only: Chief Executive Officer and its] Board of Directors, to expand or limit such duties, responsibilities and Employee hereby accepts employment by Employer, such employment being terminable solely in accordance with the terms and conditions of this Agreementauthority. Employee's title will be Executive Vice President. In such During Executive’s employment, Employee Executive shall perform such services, and shall have such authority, duties and responsibilities as shall be reasonably assigned to Employee from time to time by the President devote all of ClinForce, LLC and shall be consistent with Employee's authority, duties and responsibilities with Company. Employee shall report to Tony Sims, President of ClinForce, LLC. Employee shall diligently anx xxxxxxxlly perform all duties assigned to the best of Employee's abilities in a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder of the Company and which are expected to have results that are sustainable after the term of this Agreement ends. Employee agrees to devote his full attention, or her business time and efforts to the business and affairs performance of Executive’s duties on behalf of the Employer in order to fully manageCompany, promote and further its respective direct or indirect subsidiaries, whether currently existing or hereafter acquired or formed (collectively, the business “Company Group”), and interests of Employer. Employee agrees that Employee will not hold engage in or be concerned with any concurrent employment other commercial duties or business positions pursuits without prior written permission of the Company, which may be provided by [For Non-CEO Version Only: the Chief Executive Officer or] the Board of Directors. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) serving as an officer or a member of charitable, educational or civic organizations; (ii) engaging in charitable activities and community affairs; (iii) managing Executive’s personal investments and affairs; and, (iv) engaging in limited commercial activities on Executive’s own time or while not expected to be providing services on behalf of the Company; provided, however, that such service and activities do not, in the Company’s reasonable opinion, interfere with the performance of Executive’s duties on behalf of the Company, create any conflict of interest as it relates to the Company, and are not represented in a manner that suggests the Company supports or endorses the services or activities without the prior express written consent advance approval of Employer; the Company. Executive shall be responsible for complying with all policies and operating procedures of the Company (that are provided that or made available to Executive) in the foregoing shall not be construed as preventing Employee from making investments in other businesses or enterprises so long as they do not interfere with his ability to discharge his performance of Executive’s duties and responsibilities to Employer. In no event shall Employee be required to transfer to a location without his prior written consenton behalf of the Company.

Employment and Duties. Employer The Company hereby offers employment employs the Executive as President and Chief Executive Officer on the terms and conditions provided in this Agreement and Executive agrees to Employee, and Employee hereby accepts employment by Employer, accept such employment being terminable solely in accordance with subject to the terms and conditions of this Agreement. Employee's title will The Executive shall be Executive Vice President. In such employmentresponsible for the overall management and operations of the Company, Employee shall perform such services, and shall have such authority, the duties and responsibilities as are customary for an officer of a corporation in such positions, and shall be perform such other duties and responsibilities as are reasonably assigned to Employee determined from time to time by the President Company's Board of ClinForce, LLC and shall be consistent with Employee's authority, duties and responsibilities with CompanyDirectors (the "BOARD"). Employee The Executive shall report to Tony Simsand be supervised by the Board. The Executive shall be based at the Company's planned new office in Northern Virginia or such other place which shall be within a 30 mile radius thereof that shall constitute the Company's headquarters and, President of ClinForceexcept for business travel incidental to his employment under this Agreement, LLC. Employee shall diligently anx xxxxxxxlly perform all duties assigned to the best of Employee's abilities in a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder of the Company and which are expected agrees the Executive shall not be required to have results that are sustainable after the term of this Agreement endsrelocate. Employee The Executive agrees to devote substantially all his full attention, attention and time and efforts during normal business hours to the business and affairs of the Employer 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 order the following activities (and shall be entitled to fully manage, promote and further the business and interests of Employer. Employee agrees that Employee will not hold any concurrent employment or business positions without the prior express written consent of Employer; provided that the foregoing shall not be construed retain all economic benefits thereof including fees paid in connection therewith) as preventing Employee from making investments in other businesses or enterprises so long as they do not interfere in any material respect with his ability to discharge his the performance of the Executive's duties and responsibilities hereunder and, with respect to Employer. In no event subsections (i) and (ii) below, that such activity is pre-approved by the Company's Chairman of the Board: (i) serve on corporate, civic, religious, educational and/or charitable boards or committees, provided that the Executive shall Employee be required not serve on any board or committee of any corporation or other business which competes with the Business (as defined in Section 10(a) below); (ii) deliver lectures, fulfill speaking engagements or teach on a part-time basis at educational institutions; and (iii) make investments in businesses or enterprises and manage his personal investments; provided that with respect to transfer such activities Executive shall comply with any business conduct and ethics policy applicable to a location without his prior written consentemployees of the Company, including but not limited to the Company's Black-Out Insider Trading Policy and Amendment for Executives and Officers.

Employment and Duties. Employer The Employee is hereby offers employment to Employee, employed as Chief Executive Officer and Employee hereby accepts employment by Employer, such employment being terminable solely in accordance with President of the terms and conditions of this Agreement. Employee's title will be Executive Vice President. In such employment, Employee shall perform such services, Bank and shall have all such authority, duties powers, duties, and responsibilities as shall may be reasonably assigned given to the Employee from time to time by the President Bank's Board of ClinForce, LLC and Directors. The Employee shall be consistent with devote substantially all of the Employee's authority, duties and responsibilities with Company. Employee shall report to Tony Sims, President of ClinForce, LLC. Employee shall diligently anx xxxxxxxlly perform all duties assigned to the best of Employee's abilities in a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder of the Company and which are expected to have results that are sustainable after the term of this Agreement ends. Employee agrees to devote his full attention, working time and efforts to the business and affairs of the Employer in order Bank and will at all times faithfully, industriously, loyally, and to fully managethe best of the Employee's ability, promote experience, and further talents, perform all of the business lawful duties that may be required of and interests from him pursuant to the terms of Employerthis Agreement. Except as otherwise approved by the Chair of the Bank’s Board of Directors, the Employee agrees that to be physically present in Sioux Falls, South Dakota to perform his job duties during the Monday to Friday workweek, subject to required business travel and the Bank’s PTO policy. Travel and lodging expenses incurred by the Employee will commuting weekly from his residence in Minnesota shall be reimbursed in an amount not hold any concurrent employment or business positions without to exceed $3,500.00 per month. Such reimbursed amounts may be taxable to Employee as income. Exhibit A to this Agreement provides a list of those material outside positions, investments, and activities presently engaged in by the prior express written consent of Employer; provided that the foregoing shall not be construed as preventing Employee from making investments Employee. The Employee's ongoing participation in other businesses or enterprises these outside interests is permitted so long as they such interests individually or in the aggregate do not conflict or interfere with his ability the performance of the Employee's duties, violate any applicable laws or regulations, or involve activities contrary to discharge his duties and responsibilities the best interests of the Bank. The Employee's participation in any other material outside interests, including without limitation service on any outside Board of Directors, is subject to Employer. In no event shall Employee be required to transfer to a location without his prior written consentapproval by the Chair of the Board of Directors of the Bank in consultation with the Board.

Employment and Duties. Employer The parties hereby offers employment to Employeeagree that, and Employee hereby accepts employment by Employer, such employment being terminable solely in accordance with the terms and conditions of this Agreement. Employee's title will be Executive Vice President. In such employment, Employee shall perform such services, and shall have such authority, duties and responsibilities as shall be reasonably assigned to Employee from time to time by the President of ClinForce, LLC and shall be consistent with Employee's authority, duties and responsibilities with Company. Employee shall report to Tony Sims, President of ClinForce, LLC. Employee shall diligently anx xxxxxxxlly perform all duties assigned to the best of Employee's abilities in a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder of the Company and which are expected to have results that are sustainable after during the term of this Agreement endsas set forth in paragraph 2 below, the Executive shall be employed as the President and Chief Operating Officer of the Company with the duties and responsibilities attendant to such position. Employee agrees to devote his full attentionIn discharging such duties and responsibilities, time the Executive may also serve as an executive officer and/or director of any direct or indirect subsidiary of the Company (collectively the "Subsidiaries"). The salary, other compensation and efforts benefits provided herein may be allocated among the Company and the Subsidiaries based upon the portion of the Executive's services provided to the business Company and affairs each of the Employer Subsidiaries, respectively, and the Executive shall assist the Company in order making such allocation as the Company may reasonably request. During the term of this Agreement, the Executive shall apply on a full-time basis (allowing for usual vacations and sick leave) all of the Executive's skill and experience to fully managethe performance of the Executive's duties hereunder with the Company and the Subsidiaries. It is understood that the Executive may have other business investments and participate in charitable organizations which may, promote from time to time, require minor portions of Executive's time, but which shall not interfere or be inconsistent with the Executive's duties under this Agreement. The Executive shall perform the Executive's duties at the Company's principal executive offices in Minneapolis, Minnesota or at such other location as may be mutually agreed upon by the Executive and further the business and interests of Employer. Employee agrees that Employee will not hold any concurrent employment or business positions without the prior express written consent of EmployerCompany; provided that the foregoing Executive shall not travel to other locations at such times as may be construed as preventing Employee from making investments in other businesses or enterprises so long as they do not interfere with his ability to discharge his necessary for the performance of the Executive's duties and responsibilities to Employer. In no event shall Employee be required to transfer to a location without his prior written consentunder this Agreement.

Employment and Duties. Employer The parties hereby offers employment to Employeeagree that, and Employee hereby accepts employment by Employer, such employment being terminable solely in accordance with the terms and conditions of this Agreement. Employee's title will be Executive Vice President. In such employment, Employee shall perform such services, and shall have such authority, duties and responsibilities as shall be reasonably assigned to Employee from time to time by the President of ClinForce, LLC and shall be consistent with Employee's authority, duties and responsibilities with Company. Employee shall report to Tony Sims, President of ClinForce, LLC. Employee shall diligently anx xxxxxxxlly perform all duties assigned to the best of Employee's abilities in a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder of the Company and which are expected to have results that are sustainable after during the term of this Agreement endsas set forth in paragraph 2 below, the Executive shall be employed as a Senior Vice President of LifeUSA with the duties and responsibilities attendant to such position. Employee agrees to devote his full attentionIn discharging such duties and responsibilities, time the Executive may also serve as an executive officer and/or director of any direct or indirect subsidiary of the Company (collectively the "Subsidiaries"). The salary, other compensation and efforts benefits provided herein may be allocated among the Company and the Subsidiaries based upon the portion of the Executive's services provided to the business Company and affairs each of the Employer Subsidiaries, respectively, and the Executive shall assist the Company in order making such allocation as the Company may reasonably request. During the term of this Agreement, the Executive shall apply on a full-time basis (allowing for usual vacations and sick leave) all of the Executive's skill and experience to fully managethe performance of the Executive's duties hereunder with the Company and the Subsidiaries. It is understood that the Executive may have other business investments and participate in charitable organizations which may, promote from time to time, require minor portions of Executive's time, but which shall not interfere or be inconsistent with the Executive's duties under this Agreement. The Executive shall perform the Executive's duties at the Company's principal executive offices in Minneapolis, Minnesota or at such other location as may be mutually agreed upon by the Executive and further the business and interests of Employer. Employee agrees that Employee will not hold any concurrent employment or business positions without the prior express written consent of EmployerCompany; provided that the foregoing Executive shall not travel to other locations at such times as may be construed as preventing Employee from making investments in other businesses or enterprises so long as they do not interfere with his ability to discharge his necessary for the performance of the Executive's duties and responsibilities to Employer. In no event shall Employee be required to transfer to a location without his prior written consentunder this Agreement.

Employment and Duties. Employer The parties hereby offers employment to Employeeagree that, and Employee hereby accepts employment by Employer, such employment being terminable solely in accordance with the terms and conditions of this Agreement. Employee's title will be Executive Vice President. In such employment, Employee shall perform such services, and shall have such authority, duties and responsibilities as shall be reasonably assigned to Employee from time to time by the President of ClinForce, LLC and shall be consistent with Employee's authority, duties and responsibilities with Company. Employee shall report to Tony Sims, President of ClinForce, LLC. Employee shall diligently anx xxxxxxxlly perform all duties assigned to the best of Employee's abilities in a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder of the Company and which are expected to have results that are sustainable after during the term of this Agreement endsas set forth in paragraph 2 below, the Executive shall be employed as the Executive Vice President and Chief Financial Officer of the Company with the duties and responsibilities attendant to such positions. Employee agrees to devote his full attentionIn discharging such duties and responsibilities, time the Executive may also serve as an executive officer and/or director of any direct or indirect subsidiary of the Company (collectively the "Subsidiaries"). The salary, other compensation and efforts benefits provided herein may be allocated among the Company and the Subsidiaries based upon the portion of the Executive's services provided to the business Company and affairs each of the Employer Subsidiaries, respectively, and the Executive shall assist the Company in order making such allocation as the Company may reasonably request. During the term of this Agreement, the Executive shall apply on a full-time basis (allowing for usual vacations and sick leave) all of the Executive's skill and experience to fully managethe performance of the Executive's duties hereunder with the Company and the Subsidiaries. It is understood that the Executive may have other business investments and participate in charitable organizations which may, promote from time to time, require minor portions of Executive's time, but which shall not interfere or be inconsistent with the Executive's duties under this Agreement. The Executive shall perform the Executive's duties at the Company's principal executive offices in Minneapolis, Minnesota or at such other location as may be mutually agreed upon by the Executive and further the business and interests of Employer. Employee agrees that Employee will not hold any concurrent employment or business positions without the prior express written consent of EmployerCompany; provided that the foregoing Executive shall not travel to other locations at such times as may be construed as preventing Employee from making investments in other businesses or enterprises so long as they do not interfere with his ability to discharge his necessary for the performance of the Executive's duties and responsibilities to Employer. In no event shall Employee be required to transfer to a location without his prior written consentunder this Agreement.

Employment and Duties. Employer hereby offers employment to Employee, and Employee hereby accepts employment by Employer, such employment being terminable solely in accordance with During the terms and conditions of this Agreement. Employee's title will be Executive Vice President. In such employmentEmployment Period (as defined below), Employee shall perform such services, will serve as the Chief Executive Officer of the Company and shall will report to the Board. Employee will have such authority, duties and responsibilities that are commensurate with such position and such other duties and responsibilities commensurate with such position as shall be reasonably assigned to Employee are from time to time assigned to Employee by the President of ClinForce, LLC and shall be consistent with Board (or a committee thereof). Employee's authority, ’s duties and responsibilities with Companywill include without limitation the authority to hire and fire employees (other than any Executive Chairman of the Board). During the Employment Period, Employee shall diligently and conscientiously devote his full business time, attention and energies to the performance of his duties and responsibilities hereunder. Employee shall report to Tony Sims, President not engage in any other employment or business activity without the express prior written consent of ClinForce, LLCthe Board. Employee shall diligently anx xxxxxxxlly perform all duties assigned to the best of Employee's abilities not, directly or indirectly, engage or participate in a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder of the Company and which are expected to have results that are sustainable after any activities at any time during the term of this Agreement endswhich conflict with the best interests of the Company. Employee agrees to devote his full attention, time shall work at such times and efforts to at such places as required by the business and affairs of the Employer in order to fully manage, promote and further the business and interests of EmployerCompany. Employee agrees that Employee will not hold any concurrent employment or business positions without shall, at all times during the prior express written consent of Employer; provided that the foregoing shall not be construed as preventing Employee from making investments in other businesses or enterprises so long as they do not interfere with his ability to Employment Period, discharge his duties herein described in consultation with and responsibilities under the direction, approval and control of the Board. Notwithstanding any other provision of this Agreement, the Board reserves the absolute right, in its sole and absolute discretion, to Employer. In no event shall make any and all decisions with respect to actions to be taken by Employee be required to transfer to a location without in connection with the rendering of his prior written consentduties.

Employment and Duties. Employer hereby offers employment (a) During the Term (as defined in Section 4), the Company shall employ Executive in the position of Chief Financial Officer of the Company and Operating Sub (as defined below) and such other positions as shall be given to EmployeeExecutive by the Board of Directors of the Company or Operating Sub (defined below) (as applicable, the "BOARD") or the Company's Chief Executive Officer (the "CEO") and Employee Executive shall report directly to the CEO. In addition, Executive agrees to serve as Chief Financial Officer of the Company's to-be-formed operating subsidiary which will hold the assets of ACN upon consummation of the Acquisition (referred to herein as "Operating Sub"). Executive shall have such responsibilities, duties and authorities reasonably accorded to and expected of such positions, as well as those that may be established by the Board or the CEO, which responsibilities, duties and authorities will be generally consistent with those of a chief financial officer or treasurer. Executive shall report to the Chairman of the Board and Chief Executive Officer of the Company and to the Board (and the Audit Committee thereof). Executive hereby accepts this employment by Employer, such employment being terminable solely in accordance with upon the terms and conditions of this Agreement. Employee's title will be Executive Vice President. In such employment, Employee shall perform such services, contained herein and shall have such authority, duties and responsibilities as shall be reasonably assigned to Employee from time to time by the President of ClinForce, LLC and shall be consistent with Employee's authority, duties and responsibilities with Company. Employee shall report to Tony Sims, President of ClinForce, LLC. Employee shall diligently anx xxxxxxxlly perform all duties assigned to the best of Employee's abilities in a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder of the Company and which are expected to have results that are sustainable after the term of this Agreement ends. Employee agrees to devote his full attentionbusiness time, time attention and efforts to the business and affairs of the Employer in order to fully manage, promote and further the business of the Company and interests of Employer. Employee agrees that Employee will not hold Operating Sub, and Executive shall not, during the Term, be engaged in any concurrent employment other business activity pursued for gain, profit or business positions other pecuniary advantage without the prior express written consent of Employer; provided that the Board. However, the foregoing limitations shall not be construed as preventing Employee prohibiting Executive from making personal passive investments in other businesses such form or manner as will neither require his services in the operation or affairs of the companies or enterprises in which such investments are made, nor violate the terms of Section 3 hereof. Notwithstanding the foregoing, Executive shall also be able to devote occasional business time to charitable and community activities, so long as they such activities do not interfere with his ability to the discharge of his duties and responsibilities to Employer. In no event shall Employee be required to transfer to a location without his prior written consentthe Company and Operating Sub.

Employment and Duties. Employer hereby offers employment to EmployeeThe Company shall employ Executive, and Employee Executive hereby accepts employment by Employer, such employment being terminable solely in accordance with the terms and conditions of this Agreement. Employee's title will be Executive Vice President. In such employment, Employee as President of Concorde during the term of employment set forth in Section 2. Executive shall perform have customary responsibilities for such servicesposition commensurate with the position of President of an entity comparable to the Company, including the powers and duties set forth in the Bylaws of the Company for such office, subject to the direction of the Chairman and Chief Executive Officer of the Company and the Board. Executive shall report to the Chairman and Chief Executive Officer of the Company or such other officer as designated by the Chairman and Chief Executive Officer of the Company and shall have assume such authorityother responsibilities and duties, duties consistent with his position and responsibilities expertise, as shall be reasonably assigned to Employee may from time to time be reasonably prescribed by the President Board of ClinForce, LLC and shall be consistent with Employee's authority, duties and responsibilities with Company. Employee shall report to Tony Sims, President of ClinForce, LLC. Employee shall diligently anx xxxxxxxlly perform all duties assigned to the best of Employee's abilities in a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder Directors of the Company and which are expected to have results that are sustainable after (collectively, the term of this Agreement ends“Board”). Employee agrees to Executive shall devote his full attentionbusiness time, time energy, skill and efforts to the business and affairs of the Employer in order to fully manage, promote and further the business and interests of Employer. Employee agrees that Employee will not hold any concurrent employment or business positions without the prior express written consent of EmployerCompany; provided that Executive may devote up to three (3) hours per week to his duties as Chairman of the foregoing First State Bank of Kansas City, Kansas. Executive acknowledges and agrees that he shall observe and comply with all of the Company’s policies as prescribed by the Board in writing or otherwise. Nothing in this Section 1, however, shall prohibit Executive from (i) serving as a director or trustee of a governmental, charitable or educational organization; provided that such activities are not inconsistent with Executive’s duties under this Agreement and do not violate the terms of Section 5 hereof; and provided further that Executive has received written approval of the Board which shall not be construed as preventing Employee from making unreasonably withheld or delayed; or (ii) engaging in additional activities in connection with personal investments in other businesses or enterprises so long as they and community affairs that are not inconsistent with Executive’s duties under this Agreement and do not interfere with his ability to discharge his duties and responsibilities to Employer. In no event shall Employee be required to transfer to a location without his prior written consentviolate the terms of Section 5 hereof.

Employment and Duties. Employer hereby offers shall employ Employee as Employer's Chairman throughout the term of employment to Employee, and Employee hereby accepts employment by Employer, such employment being terminable solely set forth in accordance with the terms and conditions of this AgreementSection 2 hereof. Employee's title will be Executive Vice President. In such employment, Employee shall perform such servicescarry out the policies, programs, orders and resolutions adopted by the Board of Directors, subject only to the direction of the Employer's Board of Directors. Employee shall also have such authorityother responsibilities and duties, duties consistent with his position and responsibilities expertise, as shall be reasonably assigned to Employee may from time to time be prescribed by the President Board of ClinForce, LLC Directors of Employer and shall be consistent with agreed to by Employee. it is understood that Employee's authoritywork commitment to Employer will involve a portion, duties and responsibilities with Company. Employee shall report to Tony Simsbut not all, President of ClinForcehis business time, LLC. Employee shall diligently anx xxxxxxxlly perform all duties assigned to the best of Employee's abilities but that while engaged in a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder of the Company and which are expected to have results that are sustainable after the term of this Agreement ends. Employee agrees to devote his full attention, time and efforts to the business and affairs of the Employer in order Employer, Employee shall devote his best efforts to fully manage, promote and further the such business and interests affairs. Nothing in this Agreement shall preclude the Employee from devoting reasonable periods required for (i) personal business matters unrelated to Employer, (ii) serving as a director or member of Employer. Employee agrees that Employee will not hold a committee of any concurrent employment or business positions without organization involving no conflict of interest with the prior express written consent interest of the Employer; (iii) delivering lectures, fulfilling speaking engagements, teaching at educational institutions; (iv) engaging in charitable and community activities; and (v) managing his personal investments; and provided that the foregoing shall not be construed as preventing Employee from making investments in other businesses or enterprises so long as they such activities do not materially interfere with his ability to discharge the regular performance of his duties and responsibilities under this Agreement. Employee agrees to serve without additional compensation, if elected or appointed thereto, as a director of the Employer and any of its subsidiaries and in one or more executive offices of any of the Employer. In 's subsidiaries, provided that the Employee is indemnified for serving in any and all such capacities on a basis no event shall Employee be required to transfer to a location without his prior written consentless favorable than is currently provided in the Bylaws of the Employer.

Employment and Duties. Employer hereby offers employment to EmployeeThe Company shall employ Executive, and Employee Executive hereby accepts employment by Employer, such employment being terminable solely in accordance with the terms and conditions of this Agreement. Employee's title will be Executive Vice President. In such employment, Employee as Vice President of Academic Affairs of the Company during the term of employment set forth in Section 2. Executive shall perform have customary responsibilities for such servicesposition commensurate with the position of Vice President of Academic Affairs of an entity comparable to the Company, including the powers and duties set forth set forth in the Bylaws of the Company for such office, subject to the direction of the President of the Company and the Board. Executive shall report to the President of Concorde or such other officer as designated by the Chief Executive Officer and Chairman of the Board and shall have assume such authorityother responsibilities and duties, duties consistent with his position and responsibilities expertise, as shall be reasonably assigned to Employee may from time to time be reasonably prescribed by the President Board of ClinForce, LLC and shall be consistent with Employee's authority, duties and responsibilities with Company. Employee shall report to Tony Sims, President of ClinForce, LLC. Employee shall diligently anx xxxxxxxlly perform all duties assigned to the best of Employee's abilities in a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder Directors of the Company and which are expected to have results that are sustainable after (collectively, the term of this Agreement ends“Board”). Employee agrees to Executive shall devote his full attentionbusiness time, time energy, skill and efforts to the business and affairs of the Employer in order to fully manage, promote Company. Executive acknowledges and further the business and interests of Employer. Employee agrees that Employee will not hold any concurrent employment he shall observe and comply with all of the Company’s policies as prescribed by the Board in writing. Nothing in this Section 1, however, shall prohibit Executive from (i) serving as a director or business positions without the prior express written consent trustee of Employera governmental, charitable or educational organization; provided that such activities are not inconsistent with Executive’s duties under this Agreement and do not violate the foregoing terms of Section 5 hereof; and provided further that Executive has received written approval of the Board which shall not be construed as preventing Employee from making unreasonably withheld or delayed; or (ii) engaging in additional activities in connection with personal investments in other businesses or enterprises so long as they and community affairs that are not inconsistent with Executive’s duties under this Agreement and do not interfere with his ability to discharge his duties and responsibilities to Employer. In no event shall Employee be required to transfer to a location without his prior written consentviolate the terms of Section 5 hereof.

Employment and Duties. The Employer hereby offers employment to Employee, employs the Executive and Employee the Executive hereby accepts employment by Employer, such employment being terminable solely in accordance with the Employer upon the terms and conditions hereinafter set forth. The Executive will serve the Employer as its Chairman and Chief Executive Officer. In such capacity, the Executive will report directly to the Board of Directors of Park (hereinafter referred to as the ”Board”) and have all powers, duties, and obligations as are normally associated with such positions. During the term of this Agreement, at each annual meeting of the shareholders of Park and the Banks, the Executive shall be nominated to serve as a director of Park and nominated and elected to serve as a director and Chairman of the Banks. Employee's title The Executive will be Executive Vice President. In such employment, Employee shall further perform such services, and shall have such authority, other duties and responsibilities hold such other positions related to the business of the Employer as shall be reasonably assigned to Employee may from time to time be reasonably requested of him by the President Board. The Executive will devote all of ClinForcehis skills, LLC time, and shall be consistent with Employee's authority, duties attention solely and responsibilities with Company. Employee shall report exclusively to Tony Sims, President said positions and in furtherance of ClinForce, LLC. Employee shall diligently anx xxxxxxxlly perform all duties assigned to the best of Employee's abilities in a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder of the Company and which are expected to have results that are sustainable after the term of this Agreement ends. Employee agrees to devote his full attention, time and efforts to the business and affairs of the Employer in order to fully manage, promote and further the business and interests of Employer. Employee agrees that Employee the Employer and will not hold directly or indirectly render any concurrent employment services of a business, commercial or business positions professional nature to any person or organization without the prior express written consent of Employerthe Board (which consent will not be unreasonably withheld or delayed); provided provided, however, that the foregoing shall Executive will not be construed as preventing Employee precluded from making spending a reasonable amount of time managing his personal investments or participating in other businesses community, civic, charitable or enterprises similar activities so long as they such activities do not unreasonably interfere with his ability to discharge his duties and responsibilities to Employer. In no event shall Employee be required to transfer to a location without his prior written consenthereunder.

Employment and Duties. The Employer hereby offers employment to Employeeemploys the Executive, and Employee the Executive hereby accepts continued employment by Employer, such employment being terminable solely in accordance with the Employer upon the terms and conditions of this Agreementhereinafter set forth. Employee's title The Executive will be Executive Vice Presidentcontinue to serve the Employer as its President and CEO. In such employmentcapacity, Employee shall the Executive will report directly to the Board of Directors of the Employer (the “Board”) and have all powers, duties, and obligations as are normally associated with such positions. Subject to the provisions of Paragraph 5 [“Termination of Employment"], the Executive will further perform such services, and shall have such authority, other duties and responsibilities hold such other positions related to the business of the Employer and its Affiliates as shall be reasonably assigned to Employee may from time to time be reasonably requested of him by the President of ClinForce, LLC and shall be consistent with Employee's authority, duties and responsibilities with CompanyBoard. Employee shall report to Tony Sims, President of ClinForce, LLC. Employee shall diligently anx xxxxxxxlly perform all duties assigned to the best of Employee's abilities in a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder of the Company and which are expected to have results that are sustainable after the term For purposes of this Agreement endsAgreement, an “Affiliate” shall mean any corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, trust, association or organization which is, directly or indirectly, controlled by, or under common control with, the Employer. Employee agrees to Except as otherwise set forth in this Agreement, the Executive will devote all of his full attention, skills and substantially all of his time and efforts attention to the business said positions and affairs in furtherance of the Employer in order to fully manage, promote and further the business and interests of Employer. Employee agrees that Employee the Employer and its Affiliates and will not hold directly or indirectly render any concurrent employment services of a business, commercial or business positions professional nature to any person or organization without the prior express written consent of Employerthe Board (which consent will not be unreasonably withheld or delayed); provided provided, however, that the foregoing shall Executive will not be construed as preventing Employee precluded from making investments participation in other businesses community, civic, charitable or enterprises so long as they similar activities which do not unreasonably interfere with his ability to discharge his duties and responsibilities to Employer. In no event shall Employee be required to transfer to a location without his prior written consenthereunder.

Employment and Duties. Employer hereby offers employment to Employee, and Employee hereby accepts employment by Employer, such employment being terminable solely in accordance with the terms and conditions of this Agreement. Employee's ’s title will be Executive Vice President. In such employment, Employee shall perform such services, and shall have such authority, duties and responsibilities as shall be reasonably assigned to Employee from time to time by the President of ClinForce, LLC and shall be consistent with Employee's ’s authority, duties and responsibilities with Company. Employee shall report to Tony SimsXxxx Xxxx, President of ClinForce, LLC. Employee shall diligently anx xxxxxxxlly and faithfully perform all duties assigned to the best of Employee's ’s abilities in a professional manner. Employee shall take actions that are reasonable and consistent with his her past practices as the former Stockholder Managing Member of the Company and which are expected to have results that are sustainable after the term of this Agreement ends. Employee agrees to devote his her full attention, time and efforts to the business and affairs of the Employer in order to fully manage, promote and further the business and interests of Employer. Employee agrees that Employee will not hold any concurrent employment or business positions without the prior express written consent of Employer; provided that the foregoing shall not be construed as preventing Employee from making investments in other businesses or enterprises so long as they do not interfere with his her ability to discharge his her duties and responsibilities to Employer. In no event shall Employee be required to transfer to a location other than New York City without his her prior written consent.

Employment and Duties. Employer hereby offers Company shall employ Employee as Company's President and Chief Executive Officer during the term of employment to Employee, and Employee hereby accepts employment by Employer, such employment being terminable solely set forth in accordance with the terms and conditions of this AgreementSection 2 hereof. Employee's title will be Executive Vice President. In such employment, Employee shall perform such serviceshave full and exclusive responsibility for the management of the day-to-day operations of Company, and subject to the direction of Company's Board of Directors (the "Board"). Employee shall also have such authorityother responsibilities and duties, duties consistent with his position and responsibilities expertise, as shall be reasonably assigned to Employee may from time to time be prescribed by the President of ClinForce, LLC and shall be consistent with Employee's authority, duties and responsibilities with CompanyBoard. Employee shall report to Tony Sims, President of ClinForce, LLC. Employee shall diligently anx xxxxxxxlly perform all duties assigned to the best of Employee's abilities in a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder of the Company and which are expected to have results that are sustainable after the term of this Agreement ends. Employee agrees to devote his full attentiontime, time energy, skill and best efforts to the business and affairs of Company, and shall not, during the Employer term of this Agreement, be engaged in order to fully manageany other business activity whether or not such business activity is pursued for gain, promote and further the business and interests of Employer. Employee agrees profit or other pecuniary advantage; provided, however, that Employee will not hold any concurrent employment or business positions without the prior express written consent of Employer; provided that the foregoing nothing contained herein shall not be construed as preventing Employee from making investments (i) engaging in other businesses charitable activities, or enterprises (ii) serving as a member of the board of directors of an entity so long as they do such entity does not, directly or indirectly, in any manner compete with Company, or (iii) investing his assets in such form or manner as (A) will not require any services on Employee's part in the operations of the affairs of the company in which such investments are made (other than services to Company and its affiliates) and (B) will not be an investment in any company which competes, directly or indirectly, with Company in any manner; provided, further, that the activities permitted in the foregoing subsections (i), (ii) and (iii) shall not, either alone or together with other activities permitted under the same subsection or together with other activities permitted under any or all of the other of such subsections, interfere in any material way with his ability to discharge his duties and Employee's responsibilities to Employerunder this Agreement. In no event addition, Company agrees to use its reasonable best efforts to cause Employee to be nominated and elected as a member of the Board of the Company during the Term. Employee shall Employee be required employed by Company, and shall spend the majority of his business time, at the Company's location at Indianapolis, Indiana; provided, however, that the Board, in its discretion shall have the right to transfer to a location without his prior written consentrelocate the Company's headquarters, presently located in Indianapolis, Indiana (and consequently change Employee's business location) if doing so would be in the Company's best interests as determined by the Board.

Employment and Duties. Employer The parties hereby offers employment to Employeeagree that, and Employee hereby accepts employment by Employer, such employment being terminable solely in accordance with the terms and conditions of this Agreement. Employee's title will be Executive Vice President. In such employment, Employee shall perform such services, and shall have such authority, duties and responsibilities as shall be reasonably assigned to Employee from time to time by the President of ClinForce, LLC and shall be consistent with Employee's authority, duties and responsibilities with Company. Employee shall report to Tony Sims, President of ClinForce, LLC. Employee shall diligently anx xxxxxxxlly perform all duties assigned to the best of Employee's abilities in a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder of the Company and which are expected to have results that are sustainable after during the term of this Agreement endsas set forth in paragraph 2 below, the Executive shall be employed as the Senior Vice President - Finance of the Company with the duties and responsibilities attendant to such position. Employee agrees to devote his full attentionIn discharging such duties and responsibilities, time the Executive may also serve as an executive officer and/or director of any direct or indirect subsidiary of the Company (collectively the "Subsidiaries"). The salary, other compensation and efforts benefits provided herein may be allocated among the Company and the Subsidiaries based upon the portion of the Executive's services provided to the business Company and affairs each of the Employer Subsidiaries, respectively, and the Executive shall assist the Company in order making such allocation as the Company may reasonably request. During the term of this Agreement, the Executive shall apply on a full-time basis (allowing for usual vacations and sick leave) all of the Executive's skill and experience to fully managethe performance of the Executive's duties hereunder with the Company and the Subsidiaries. It is understood that the Executive may have other business investments and participate in charitable organizations which may, promote from time to time, require minor portions of Executive's time, but which shall not interfere or be inconsistent with the Executive's duties under this Agreement. The Executive shall perform the Executive's duties at the Company's principal executive offices in Minneapolis, Minnesota or at such other location as may be mutually agreed upon by the Executive and further the business and interests of Employer. Employee agrees that Employee will not hold any concurrent employment or business positions without the prior express written consent of EmployerCompany; provided that the foregoing Executive shall not travel to other locations at such times as may be construed as preventing Employee from making investments in other businesses or enterprises so long as they do not interfere with his ability to discharge his necessary for the performance of the Executive's duties and responsibilities to Employer. In no event shall Employee be required to transfer to a location without his prior written consentunder this Agreement.

Employment and Duties. Employer The parties hereby offers employment to Employeeagree that, and Employee hereby accepts employment by Employer, such employment being terminable solely in accordance with the terms and conditions of this Agreement. Employee's title will be Executive Vice President. In such employment, Employee shall perform such services, and shall have such authority, duties and responsibilities as shall be reasonably assigned to Employee from time to time by the President of ClinForce, LLC and shall be consistent with Employee's authority, duties and responsibilities with Company. Employee shall report to Tony Sims, President of ClinForce, LLC. Employee shall diligently anx xxxxxxxlly perform all duties assigned to the best of Employee's abilities in a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder of the Company and which are expected to have results that are sustainable after during the term of this Agreement endsas set forth in paragraph 2 below, the Executive shall be employed as the Senior Vice President and Director of Sales of the Company and the President of LifeUSA with the duties and responsibilities attendant to such positions. Employee agrees to devote his full attentionIn discharging such duties and responsibilities, time the Executive may also serve as an executive officer and/or director of any direct or indirect subsidiary of the Company (collectively the "Subsidiaries"). The salary, other compensation and efforts benefits provided herein may be allocated among the Company and the Subsidiaries based upon the portion of the Executive's services provided to the business Company and affairs each of the Employer Subsidiaries, respectively, and the Executive shall assist the Company in order making such allocation as the Company may reasonably request. During the term of this Agreement, the Executive shall apply on a full-time basis (allowing for usual vacations and sick leave) all of the Executive's skill and experience to fully managethe performance of the Executive's duties hereunder with the Company and the Subsidiaries. It is understood that the Executive may have other business investments and participate in charitable organizations which may, promote from time to time, require minor portions of Executive's time, but which shall not interfere or be inconsistent with the Executive's duties under this Agreement. The Executive shall perform the Executive's duties at the Company's principal executive offices in Minneapolis, Minnesota or at such other location as may be mutually agreed upon by the Executive and further the business and interests of Employer. Employee agrees that Employee will not hold any concurrent employment or business positions without the prior express written consent of EmployerCompany; provided that the foregoing Executive shall not travel to other locations at such times as may be construed as preventing Employee from making investments in other businesses or enterprises so long as they do not interfere with his ability to discharge his necessary for the performance of the Executive's duties and responsibilities to Employer. In no event shall Employee be required to transfer to a location without his prior written consentunder this Agreement.

Employment and Duties. Employer The Company hereby offers employment employs the Executive as Chief Operations Officer and Director of Business Development on the terms and conditions provided in this Agreement and Executive agrees to Employee, and Employee hereby accepts employment by Employer, accept such employment being terminable solely in accordance with subject to the terms and conditions of this Agreement. Employee's title will be The Executive Vice President. In such employment, Employee shall perform such services, and shall have such authority, the duties and responsibilities as are customary for the officer of a corporation in such positions, and shall be perform such other duties and responsibilities as are reasonably assigned to Employee determined from time to time by the President Company's Board of ClinForce, LLC and shall be consistent with Employee's authority, duties and responsibilities with CompanyDirectors (the "Board"). Employee The Executive shall report to Tony Sims, and be supervised by the President of ClinForce, LLC. Employee shall diligently anx xxxxxxxlly perform all duties assigned to the best of Employee's abilities in a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder Chief Executive Officer of the Company and which are expected to have results that are sustainable after the term of this Agreement endsCompany. Employee The Executive agrees to devote substantially all his full attention, attention and time and efforts during normal business hours to the business and affairs of the Employer 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 order the following activities (and shall be entitled to fully manage, promote and further the business and interests of Employer. Employee agrees that Employee will not hold any concurrent employment or business positions without the prior express written consent of Employer; provided that the foregoing shall not be construed retain all economic benefits thereof including fees paid in connection therewith) as preventing Employee from making investments in other businesses or enterprises so long as they do not interfere in any material respect with his ability to discharge his the performance of the Executive's duties and responsibilities hereunder and, with respect to Employer. In no event subsections (i) and (ii) below, that such activity is pre-approved by the Company's President and Chief Executive Officer: (i) serve on corporate, civic, religious, educational and/or charitable boards or committees, provided that the Executive shall Employee be required not serve on any board or committee of any corporation or other business which competes with the Business (as defined in Section 10(a) below); (ii) deliver lectures, fulfill speaking engagements or teach on a part-time basis at educational institutions; and (iii) make investments in businesses or enterprises and manage his personal investments; provided that with respect to transfer such activities Executive shall comply with any business conduct and ethics policy applicable to a location without his prior written consentemployees of the Company.

Employment and Duties. Employer hereby offers employment (a) During the Term (as defined in Section 4), the Company shall employ Executive in the position of Vice President Group Publisher of the Company and Operating Sub (as defined below) and such other positions as shall be given to EmployeeExecutive by the Board of Directors (the "BOARD") or the Company's Chairman of the Board and Chief Executive Officer (the "CEO"). Executive shall report to the CEO. Executive shall have such responsibilities, duties and Employee authorities reasonably accorded to and expected of such positions, as well as those that may be established by the Board or the CEO, which responsibilities, duties and authorities will be generally consistent with those of a vice president. Executive hereby accepts this employment by Employer, such employment being terminable solely in accordance with upon the terms and conditions of this Agreement. Employee's title will be Executive Vice President. In such employment, Employee shall perform such services, contained herein and shall have such authority, duties and responsibilities as shall be reasonably assigned to Employee from time to time by the President of ClinForce, LLC and shall be consistent with Employee's authority, duties and responsibilities with Company. Employee shall report to Tony Sims, President of ClinForce, LLC. Employee shall diligently anx xxxxxxxlly perform all duties assigned to the best of Employee's abilities in a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder of the Company and which are expected to have results that are sustainable after the term of this Agreement ends. Employee agrees to devote his full attentionbusiness time, time attention and efforts to the business and affairs of the Employer in order to fully manage, promote and further the business of the Company and interests the Company's to-be-formed operating subsidiary which will hold the assets of Employer. Employee agrees that Employee will not hold ACN upon consummation of the Acquisition (referred to herein as "Operating Sub"), and Executive shall not, during the Term, be engaged in any concurrent employment other business activity pursued for gain, profit or business positions other pecuniary advantage without the prior express written consent of Employer; provided that the Board. However, the foregoing limitations shall not be construed as preventing Employee prohibiting Executive from making personal passive investments in other businesses such form or manner as will neither require his services in the operation or affairs of the companies or enterprises in which such investments are made, nor violate the terms of Section 3 hereof. Notwithstanding the foregoing, Executive shall also be able to devote occasional business time to charitable and community activities, so long as they such activities do not interfere with his ability to the discharge of his duties and responsibilities to Employer. In no event shall Employee be required to transfer to a location without his prior written consentthe Company and Operating Sub.

Employment and Duties. The Employer hereby offers employment to Employee, employs the Executive and Employee the Executive hereby accepts employment by Employer, such employment being terminable solely in accordance with the Employer upon the terms and conditions hereinafter set forth. The Executive will serve the Employer as its Chairman and Chief Executive Officer. In such capacity, the Executive will report directly to the Board of Directors of Park (hereinafter referred to as the “Board”) and have all powers, duties, and obligations as are normally associated with such positions. During the term of this Agreement, at each annual meeting of the shareholders of Park and the Banks, the Executive shall be nominated to serve as a director of Park and nominated and elected to serve as a director and Chairman of the Banks. Employee's title The Executive will be Executive Vice President. In such employment, Employee shall further perform such services, and shall have such authority, other duties and responsibilities hold such other positions related to the business of the Employer as shall be reasonably assigned to Employee may from time to time be reasonably requested of him by the President Board. The Executive will devote all of ClinForcehis skills, LLC time, and shall be consistent with Employee's authority, duties attention solely and responsibilities with Company. Employee shall report exclusively to Tony Sims, President said positions and in furtherance of ClinForce, LLC. Employee shall diligently anx xxxxxxxlly perform all duties assigned to the best of Employee's abilities in a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder of the Company and which are expected to have results that are sustainable after the term of this Agreement ends. Employee agrees to devote his full attention, time and efforts to the business and affairs of the Employer in order to fully manage, promote and further the business and interests of Employer. Employee agrees that Employee the Employer and will not hold directly or indirectly render any concurrent employment services of a business, commercial or business positions professional nature to any person or organization without the prior express written consent of Employerthe Board (which consent will not be unreasonably withheld or delayed); provided provided, however, that the foregoing shall Executive will not be construed as preventing Employee precluded from making spending a reasonable amount of time managing his personal investments or participating in other businesses community, civic, charitable or enterprises similar activities so long as they such activities do not unreasonably interfere with his ability to discharge his duties and responsibilities to Employer. In no event shall Employee be required to transfer to a location without his prior written consenthereunder.

Employment and Duties. Employer The parties hereby offers employment to Employeeagree that, and Employee hereby accepts employment by Employer, such employment being terminable solely in accordance with the terms and conditions of this Agreement. Employee's title will be Executive Vice President. In such employment, Employee shall perform such services, and shall have such authority, duties and responsibilities as shall be reasonably assigned to Employee from time to time by the President of ClinForce, LLC and shall be consistent with Employee's authority, duties and responsibilities with Company. Employee shall report to Tony Sims, President of ClinForce, LLC. Employee shall diligently anx xxxxxxxlly perform all duties assigned to the best of Employee's abilities in a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder of the Company and which are expected to have results that are sustainable after during the term of this Agreement endsas set forth in paragraph 2 below, the Executive shall be employed as Executive Vice President and Chief Financial Officer of the Company with the duties and responsibilities attendant to such position. Employee agrees to devote his full attentionIn discharging such duties and responsibilities, time the Executive may also serve as an executive officer and/or director of any direct or indirect subsidiary of the Company (collectively the "Subsidiaries"). The salary, other compensation and efforts benefits provided herein may be allocated among the Company and the Subsidiaries based upon the portion of the Executive's services provided to the business Company and affairs each of the Employer Subsidiaries, respectively, and the Executive shall assist the Company in order making such allocation as the Company may reasonably request. During the term of this Agreement, the Executive shall apply on a full-time basis (allowing for usual vacations and sick leave) all of the Executive's skill and experience to fully managethe performance of the Executive's duties hereunder with the Company and the Subsidiaries. It is understood that the Executive may have other business investments and participate in charitable organizations which may, promote from time to time, require minor portions of Executive's time, but which shall not interfere or be inconsistent with the Executive's duties under this Agreement. The Executive shall perform the Executive's duties at the Company's principal executive offices in Minneapolis, Minnesota or at such other location as may be mutually agreed upon by the Executive and further the business and interests of Employer. Employee agrees that Employee will not hold any concurrent employment or business positions without the prior express written consent of EmployerCompany; provided that the foregoing Executive shall not travel to other locations at such times as may be construed as preventing Employee from making investments in other businesses or enterprises so long as they do not interfere with his ability to discharge his necessary for the performance of the Executive's duties and responsibilities to Employer. In no event shall Employee be required to transfer to a location without his prior written consentunder this Agreement.

Employment and Duties. Employer hereby offers employment to EmployeeThe Company shall employ Executive, and Employee Executive hereby accepts such employment, as the Chief Financial Officer and Chief Operating Officer (the “CFO/COO”) of the Company, during the term of employment set forth in Section 2. Executive shall perform the duties and responsibilities of the CFO/COO for the Company (“Duties and Responsibilities”) subject to thedirection of the Board of Directors (“Board”), the Chief Executive Officer (“CEO”) or other designated manager or representative of Company (collectively referred to as ‘‘Manager”), and such other responsibilities and duties, consistent with histher position and expertise, as may from time to time be reasonably prescribed by Employerthe Manager, such employment being terminable solely or histher designee. The initial Duties and Responsibilities of Executive are set forth in accordance with the terms and conditions Schedule 1 of this Agreement. Employee's title will be Executive Vice President. In such employment, Employee shall perform such services, and shall have such authority, duties and responsibilities as shall be reasonably assigned to Employee from time to time by the President of ClinForce, LLC and shall be consistent with Employee's authority, duties and responsibilities with Company. Employee shall report to Tony Sims, President of ClinForce, LLC. Employee shall diligently anx xxxxxxxlly perform all duties assigned to the best of Employee's abilities in a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder of the Company and which are expected to have results that are sustainable after the term of this Agreement ends. Employee agrees to devote his or her full attentiontime, time energy, skill and best efforts to the business and affairs affait:s of the Employer in order to fully manage, promote Company. Executive acknowledges and further the business and interests of Employer. Employee agrees that Employee will not hold any concurrent employment he or business positions without she shall observe and comply with all of the prior express written consent of Employer; provided that Company’s Policies and Procedures, which may change from time to time, including, but limited to, the foregoing Company’s the Ixxxxxx Xxxxxxx Policy, Executive Handbook, and other onboarding documents. Notwithstanding anything herein to the contrary, Executive shall not be construed prohibited from (i) serving as preventing Employee from making investments a member of the board of directors of unaffiliated companies, (ii) serving on civic, charitable, educational, religious, public interest or public service boards, (iii) managing Executive’s personal and family investments, (iv) subject to the limitations set forth in Section 7.2, engaging in or having an ownership interest in other businesses businesses, or enterprises so long (v) subject to the limitations set forth in Section 7.2, engaging in Executive’s other business activities as they do not interfere of the date hereof until such time as Executive can complete an orderly winding down of such activities (collectively, the “Outside Activities” set forth in Schedule 3 of this Agreement). The Company shall permit Executive to continue to engage in the Outside Activities provided that Executive discloses to the Board, in writing, any actual or potential conflict of interest arising out of any such Outside Activity and no such Outside Activity materially interferes with his Executive’s ability to discharge perform his duties and responsibilities to Employerhereunder. In no event Executive shall Employee be required to transfer to a location not engage in any other activities without his prior the Company’s written consentpermission.

Employment and Duties. Employer The parties hereby offers employment to Employeeagree that, and Employee hereby accepts employment by Employer, such employment being terminable solely in accordance with the terms and conditions of this Agreement. Employee's title will be Executive Vice President. In such employment, Employee shall perform such services, and shall have such authority, duties and responsibilities as shall be reasonably assigned to Employee from time to time by the President of ClinForce, LLC and shall be consistent with Employee's authority, duties and responsibilities with Company. Employee shall report to Tony Sims, President of ClinForce, LLC. Employee shall diligently anx xxxxxxxlly perform all duties assigned to the best of Employee's abilities in a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder of the Company and which are expected to have results that are sustainable after during the term of this Agreement endsas set forth in paragraph 2 below, the Executive shall be employed by the Company and will provide services to LTCA as the Senior Vice President and Chief Operating Officer with the duties and responsibilities attendant to such position. Employee agrees to devote his full attentionIn discharging such duties and responsibilities, time the Executive may also serve as an executive officer and/or director of any direct or indirect subsidiary of the Company (collectively the "Subsidiaries"). The salary, other compensation and efforts benefits provided herein may be allocated among the Company and the Subsidiaries based upon the portion of the Executive's services provided to the business Company and affairs each of the Employer Subsidiaries, respectively, and the Executive shall assist the Company in order making such allocation as the Company may reasonably request. During the term of this Agreement, the Executive shall apply on a full-time basis (allowing for usual vacations and sick leave) all of the Executive's skill and experience to fully managethe performance of the Executive's duties hereunder with the Company and the Subsidiaries. It is understood that the Executive may have other business investments and participate in charitable organizations which may, promote from time to time, require minor portions of Executive's time, but which shall not interfere or be inconsistent with the Executive's duties under this Agreement. The Executive shall perform the Executive's duties at the Company's principal executive offices in Minneapolis, Minnesota or at such other location as may be mutually agreed upon by the Executive and further the business and interests of Employer. Employee agrees that Employee will not hold any concurrent employment or business positions without the prior express written consent of Employer; Company, provided that the foregoing Executive shall not travel to other locations at such times as may be construed as preventing Employee from making investments in other businesses or enterprises so long as they do not interfere with his ability to discharge his necessary for the performance of the Executive's duties and responsibilities to Employer. In no event shall Employee be required to transfer to a location without his prior written consentunder this Agreement.

Employment and Duties. The Employer hereby offers employment to Employee, employs Employee and Employee hereby accepts continued employment by Employer, such employment being terminable solely in accordance with upon the terms and conditions hereinafter set forth. Employee agrees to devote his best efforts and full business time to rendering services as Executive Vice-President/Chief Operating Officer of this Agreementthe Employer or in such other positions as he may hold with the Employer. Employee's title will be Executive Vice President. In such employment, Employee shall perform such services, and shall have such authority, those duties assigned by the Employer that are customarily associated with the foregoing positions. Employer may change the duties and responsibilities as of the position from time to time provided that such changed duties and responsibilities, when taken together with the other duties and responsibilities then required of the Employee, do not constitute a DE FACTO demotion. Employee agrees that he will not engage in any other gainful occupation during the term of this Agreement without the prior written consent of the Employer. Nothing contained herein shall be reasonably construed, however, to prevent Employee from trading, for his own account and benefit, in stocks, bonds, securities, real estate, commodities or other forms of investments. Employee shall perform assigned work in a competent, professional and timely manner. Employee, in the discharge of his responsibilities, will at all times act in good faith and use his best efforts to comply with applicable provisions of federal and Maryland law and regulations. In addition, Employee agrees to comply with the Employer's policies, rules and regulations, as determined from time to time by the President Board of ClinForce, LLC and shall be consistent with Employee's authority, duties and responsibilities with Company. Employee shall report to Tony Sims, President of ClinForce, LLC. Employee shall diligently anx xxxxxxxlly perform all duties assigned to the best of Employee's abilities in a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder of the Company and which are expected to have results that are sustainable after the term of this Agreement ends. Employee agrees to devote his full attention, time and efforts to the business and affairs of the Employer in order to fully manage, promote and further the business and interests of Employer. Employee agrees that Employee will not hold any concurrent employment or business positions without the prior express written consent of Employer; provided that the foregoing shall not be construed as preventing Employee from making investments in other businesses or enterprises so long as they do not interfere with his ability to discharge his duties and responsibilities to Employer. In no event shall Employee be required to transfer to a location without his prior written consentDirectors.

Employment and Duties. Employer (a) The Company hereby offers employment employs Executive as Chief Financial Officer and Executive Vice President to Employee, and Employee perform the duties normally associated therewith. Executive hereby accepts this employment by Employer, such employment being terminable solely in accordance with upon the terms and conditions of this Agreementherein contained. Employee's title will be Executive Vice President. In such employmentshall faithfully adhere to, Employee shall perform such services, execute and shall have such authority, duties and responsibilities as shall be reasonably assigned to Employee from time to time fulfill all policies established by the President of ClinForce, LLC and shall be consistent with Employee's authority, duties and responsibilities with Company. Employee shall report to Tony Sims, President of ClinForce, LLC. Employee shall diligently anx xxxxxxxlly perform all duties assigned to the best of Employee's abilities in a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder of the Company and which are expected to have results that are sustainable after During the term of this Agreement ends. Employee agrees to his employment, as defined in paragraph 6(a), Executive shall devote his full attentiontime, time attention and efforts to the business and affairs of the Employer in order to fully manage, promote and further the business and interests services of Employerthe Company and perform all services not inconsistent with his position which the Company s Board of Directors and Chief Executive Officer shall designate, use his best efforts to promote the Company s interests, and serve as director of the Company if elected as such. Employee (b) Executive shall perform such duties, assume such responsibilities and devote such time, attention and energy to the business of the Company as the Board of Directors and President of the Company shall from time to time require and shall have all powers and duties consistent with such positions, subject to the direction of the Board. (c) All funds received by Executive on behalf of the Company, if any, shall be held in trust for the Company and shall be delivered to the Company as soon as practicable. (d) The Company agrees that Employee will to propose to the shareholders of the Company, upon the recommendation of the Nominating Committee of the Board of Directors, at each appropriate Annual Meeting of such shareholders during the term hereof (provided the Executive continues in his position and is not hold any concurrent employment in material violation of this Agreement) the election or business positions without reelection of the prior express written consent Executive as a member of Employer; the Board of Directors of the Company, provided that the foregoing shall not be construed as preventing Employee from making investments in other businesses or enterprises so long as they do not interfere with his ability to discharge his duties and responsibilities to Employer. In no event shall Employee be required to transfer to a location without his prior written consentExecutive is otherwise eligible for such election.

Employment and Duties. Employer The Company hereby offers employment employs the Executive as President and Chief Executive Officer on the terms and conditions provided in this Agreement and Executive agrees to Employee, and Employee hereby accepts employment by Employer, accept such employment being terminable solely in accordance with subject to the terms and conditions of this Agreement. Employee's title will The Executive shall be Executive Vice President. In such employmentresponsible for the overall management and operations of the Company, Employee shall perform such services, and shall have such authority, the duties and responsibilities as are customary for the officer of a corporation in such positions, and shall be perform such other duties and responsibilities as are reasonably assigned to Employee determined from time to time by the President Company's Board of ClinForce, LLC and shall be consistent with Employee's authority, duties and responsibilities with CompanyDirectors (the "Board"). Employee The Executive shall report to Tony Simsand be supervised by the Board. The Executive shall be based at the Company's offices in Rochester, President of ClinForceNew York or such other place which shall be within a twenty mile radius thereof that shall constitute the Company's headquarters and, LLC. Employee shall diligently anx xxxxxxxlly perform all duties assigned except for business travel incident to the best of Employee's abilities in a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder of employment under this Agreement, the Company and which are expected agrees the Executive shall not be required to have results that are sustainable after the term of this Agreement endsrelocate. Employee The Executive agrees to devote substantially all his full attention, attention and time and efforts during normal business hours to the business and affairs of the Employer 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 order the following activities (and shall be entitled to fully manage, promote and further the business and interests of Employer. Employee agrees that Employee will not hold any concurrent employment or business positions without the prior express written consent of Employer; provided that the foregoing shall not be construed retain all economic benefits thereof including fees paid in connection therewith) as preventing Employee from making investments in other businesses or enterprises so long as they do not interfere in any material respect with his ability to discharge his the performance of the Executive's duties and responsibilities hereunder and, with respect to Employersubsections (i) and (ii) below, that such activity is pre-approved by the Company's Chairman of the Board: (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 10(a) below); (ii) deliver lectures, fulfill speaking engagements or teach on a part-time basis at educational institutions; and (iii) 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. In no event The Executive shall Employee be required to transfer to serve as a location without his prior written consentmember of the Board during the Employment Term (as defined below).

Employment and Duties. Employer hereby offers employment to EmployeeDuring the Employment Term (as defined in Section 2 hereof), Prime and PGRT shall employ Executive, and Employee hereby accepts employment Executive agrees to be employed by EmployerPrime and PGRT, such employment being terminable solely in accordance with as Executive Vice President – Leasing of Prime and PGRT on the terms and conditions of provided in this AgreementAgreement (Prime and PGRT, collectively, are “Employer”). Employee's title will be Executive Vice President. In such employment, Employee shall perform such services, and Employer shall have the right to specify which of Employer’s affiliates or related parties (including but not limited to Prime Group Realty Services, Inc. or PRS Corporate Realty Services, Inc.) shall have Executive on its payroll. Executive shall conduct, operate, manage and promote the leasing efforts across the Employer’s portfolio, with primary responsibility for 77 West Xxxxxx and/or such authority, duties other building(s) as may be mutually determined by Executive and responsibilities as shall be reasonably assigned to Employee the Employer’s Chief Executive Officer (the “CEO”). The CEO and/or the Board of Trustees of PGRT (the “Board”) may from time to time by the President of ClinForce, LLC further define and shall be consistent with Employee's authority, clarify Executive’s duties and responsibilities with Companyservices hereunder. Employee Executive agrees to devote Executive’s best efforts and substantially all of Executive’s business time, attention, energy and skill to perform Executive’s duties as Executive Vice President – Leasing of Employer, provided, that it shall report to Tony Sims, President of ClinForce, LLC. Employee shall diligently anx xxxxxxxlly perform all duties assigned to the best of Employee's abilities in not be a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder of the Company and which are expected to have results that are sustainable after the term violation of this Agreement ends. Employee agrees for Executive to devote engage in limited tenant representation contemplated by Exhibit A hereto, or to manage his full attentionand his family’s personal investments or engage in service for such corporate, time and efforts to the business and affairs of the Employer in order to fully managecivil, promote and further the business and interests of Employer. Employee agrees that Employee will not hold any concurrent employment community or business positions without the prior express written consent of Employer; provided that the foregoing shall not be construed charitable organizations as preventing Employee from making investments in other businesses or enterprises he may select, so long as they such activities do not substantially interfere with his ability to discharge Executive’s performance of his duties and responsibilities to Employer. In no event shall Employee be required to transfer to a location without hereunder or violate his prior written consentobligations under Section 6.

Employment and Duties. Employer hereby offers employment Subject to Employee, and Employee hereby accepts employment by Employer, such employment being terminable solely in accordance with the terms and conditions of this Agreement, effective as of the Effective Date, Company employs Employee to serve as President and Chief Executive Officer, with duties, responsibilities and authorities commensurate with such positions as determined reasonably and in good faith by the Company's Board of Directors (the “Board”), and in such other capacities as may be mutually agreed by the parties. Employee's title will be Executive Vice President. In such employmentOn October 18, 2022, Employee shall perform such services, and shall have such authority, duties and responsibilities be appointed as shall be reasonably assigned to Employee from time to time by a member of the President of ClinForce, LLC Board and shall be consistent with Employee's authority, duties nominated for re-election at the 2023 annual shareholders’ meeting and responsibilities with Companythereafter while serving as Chief Executive Officer. Employee shall report solely and directly to Tony Simsthe Board (and not to any particular director). Employee accepts such employment and agrees to undertake and discharge the duties, President of ClinForce, LLCfunctions and responsibilities commensurate with the aforesaid position. Employee shall diligently anx xxxxxxxlly perform devote substantially all duties assigned business time, attention and effort to the best performance of Employee's abilities duties hereunder and shall not engage in a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder of the Company and which are expected to have results that are sustainable after the term of this Agreement ends. Employee agrees to devote his full attentionany business, time and efforts to the business and affairs of the Employer in order to fully manageprofession or occupation, promote and further the business and interests of Employer. Employee agrees that Employee will not hold any concurrent employment for compensation or business positions otherwise without the prior express written consent of Employer; provided the Company, other than personal, personal investment, charitable, educational or civic activities or other matters that the foregoing shall not be construed as preventing Employee from making investments in other businesses or enterprises so long as they do not interfere conflict unreasonably with his Employee's duties. Employee may serve on the boards of other companies that do not create conflicts of interest with the Company, conflict with the Company’s Corporate Governance Guidelines or impact the ability of Employee to discharge his fulfill her duties and responsibilities hereunder subject to Employerthe approval of the Board. In no event Employee shall Employee be required to transfer to a location without his prior written consentprincipally based at the Company's headquarters in Jacksonville, Florida throughout the Employment Term.

Employment and Duties. Employer The parties hereby offers employment to Employeeagree that, and Employee hereby accepts employment by Employer, such employment being terminable solely in accordance with the terms and conditions of this Agreement. Employee's title will be Executive Vice President. In such employment, Employee shall perform such services, and shall have such authority, duties and responsibilities as shall be reasonably assigned to Employee from time to time by the President of ClinForce, LLC and shall be consistent with Employee's authority, duties and responsibilities with Company. Employee shall report to Tony Sims, President of ClinForce, LLC. Employee shall diligently anx xxxxxxxlly perform all duties assigned to the best of Employee's abilities in a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder of the Company and which are expected to have results that are sustainable after during the term of this Agreement endsas set forth in paragraph 2 below, the Executive shall be employed as the Chairman and Chief Executive Officer of the Company and the Chief Executive Officer of LifeUSA with the duties and responsibilities attendant to such positions. Employee agrees to devote his full attentionIn discharging such duties and responsibilities, time the Executive may also serve as an executive officer and/or director of any direct or indirect subsidiary of the Company (collectively the "Subsidiaries"). The salary, other compensation and efforts benefits provided herein may be allocated among the Company and the Subsidiaries based upon the portion of the Executive's services provided to the business Company and affairs each of the Employer Subsidiaries, respectively, and the Executive shall assist the Company in order making such allocation as the Company may reasonably request. During the term of this Agreement, the Executive shall apply on a full-time basis (allowing for usual vacations and sick leave) all of the Executive's skill and experience to fully managethe performance of the Executive's duties hereunder with the Company and the Subsidiaries. It is understood that the Executive may have other business investments and participate in charitable organizations which may, promote from time to time, require minor portions of Executive's time, but which shall not interfere or be inconsistent with the Executive's duties under this Agreement. The Executive shall perform the Executive's duties at the Company's principal executive offices in Minneapolis, Minnesota or at such other location as may be mutually agreed upon by the Executive and further the business and interests of Employer. Employee agrees that Employee will not hold any concurrent employment or business positions without the prior express written consent of EmployerCompany; provided that the foregoing Executive shall not travel to other locations at such times as may be construed as preventing Employee from making investments in other businesses or enterprises so long as they do not interfere with his ability to discharge his necessary for the performance of the Executive's duties and responsibilities to Employer. In no event shall Employee be required to transfer to a location without his prior written consentunder this Agreement.

Employment and Duties. Employer hereby offers employment (a) During the Term (as defined in Section 4), the Company shall employ Executive in the position of Chairman of the Board and Chief Executive Officer of the Company and Operating Sub (as defined below) and such other positions as shall be given to EmployeeExecutive by the Board of Directors of the Company or Operating Sub (defined below) (as applicable, the "BOARD"). In addition, Executive agrees to serve as Chairman of the Board and Employee Chief Executive Officer of the Company's to-be-formed operating subsidiary which will hold the assets of ACN upon consummation of the Acquisition (referred to herein as "Operating Sub"). Executive shall have such responsibilities, duties and authorities reasonably accorded to and expected of such positions, as well as those that may be established by the Board, which responsibilities, duties and authorities will be generally consistent with those of a chairman of the board and chief executive officer or president. Executive hereby accepts this employment by Employer, such employment being terminable solely in accordance with upon the terms and conditions of this Agreement. Employee's title will be Executive Vice President. In such employment, Employee shall perform such services, contained herein and shall have such authority, duties and responsibilities as shall be reasonably assigned to Employee from time to time by the President of ClinForce, LLC and shall be consistent with Employee's authority, duties and responsibilities with Company. Employee shall report to Tony Sims, President of ClinForce, LLC. Employee shall diligently anx xxxxxxxlly perform all duties assigned to the best of Employee's abilities in a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder of the Company and which are expected to have results that are sustainable after the term of this Agreement ends. Employee agrees to devote his full attentionbusiness time, time attention and efforts to the business and affairs of the Employer in order to fully manage, promote and further the business of the Company and interests of Employer. Employee agrees that Employee will not hold Operating Sub, and Executive shall not, during the Term, be engaged in any concurrent employment other business activity pursued for gain, profit or business positions other pecuniary advantage without the prior express written consent of Employer; provided that the Board. However, the foregoing limitations shall not be construed as preventing Employee prohibiting Executive from making personal passive investments in other businesses such form or manner as will neither require his services in the operation or affairs of the companies or enterprises in which such investments are made, nor violate the terms of Section 3 hereof. Notwithstanding the foregoing, Executive shall also be able to devote occasional business time to charitable and community activities, so long as they such activities do not interfere with his ability to the discharge of his duties and responsibilities to Employer. In no event shall Employee be required to transfer to a location without his prior written consentthe Company and Operating Sub.

Employment and Duties. Employer The Company hereby offers employment employs the Executive as Chief Technology Officer and Director of Delivery on the terms and conditions provided in this Agreement and Executive agrees to Employee, and Employee hereby accepts employment by Employer, accept such employment being terminable solely in accordance with subject to the terms and conditions of this Agreement. Employee's title will be The Executive Vice President. In such employment, Employee shall perform such services, and shall have such authority, the duties and responsibilities as are customary for the officer of a corporation in such positions, and shall be perform such other duties and responsibilities as are reasonably assigned to Employee determined from time to time by the President Company's Board of ClinForce, LLC and shall be consistent with Employee's authority, duties and responsibilities with CompanyDirectors (the "Board"). Employee The Executive shall report to Tony Sims, and be supervised by the President of ClinForce, LLC. Employee shall diligently anx xxxxxxxlly perform all duties assigned to the best of Employee's abilities in a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder Chief Executive Officer of the Company and which are expected to have results that are sustainable after the term of this Agreement endsCompany. Employee The Executive agrees to devote substantially all his full attention, attention and time and efforts during normal business hours to the business and affairs of the Employer 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 order the following activities (and shall be entitled to fully manage, promote and further the business and interests of Employer. Employee agrees that Employee will not hold any concurrent employment or business positions without the prior express written consent of Employer; provided that the foregoing shall not be construed retain all economic benefits thereof including fees paid in connection therewith) as preventing Employee from making investments in other businesses or enterprises so long as they do not interfere in any material respect with his ability to discharge his the performance of the Executive's duties and responsibilities hereunder and, with respect to Employer. In no event subsections (i) and (ii) below, that such activity is pre-approved by the Company's President and Chief Executive Officer: (i) serve on corporate, civic, religious, educational and/or charitable boards or committees, provided that the Executive shall Employee be required not serve on any board or committee of any corporation or other business which competes with the Business (as defined in Section 10(a) below); (ii) deliver lectures, fulfill speaking engagements or teach on a part-time basis at educational institutions; and (iii) make investments in businesses or enterprises and manage his personal investments; provided that with respect to transfer such activities Executive shall comply with any business conduct and ethics policy applicable to a location without his prior written consentemployees of the Company.

Employment and Duties. Employer hereby offers employment to Employee, and Employee hereby accepts employment by Employer, such employment being terminable solely in accordance with (a) Executive shall serve as Vice-President of the terms and conditions of this Agreement. Employee's title will be Executive Vice President. In such employment, Employee shall perform such services, Company and shall have serve as an executive officer of each of the Company's wholly-owned subsidiaries and affiliates as such authority, offices and duties and responsibilities as shall may be reasonably assigned delegated to Employee him from time to time by the President Company's Board of ClinForceDirectors, LLC for a term commencing on the effective date of this Agreement and shall be consistent with Employee's authority, duties expiring on the date set forth in paragraph 7 of this Agreement. The Executive agrees to serve the Company faithfully and responsibilities with Company. Employee shall report to Tony Sims, President of ClinForce, LLC. Employee shall diligently anx xxxxxxxlly perform all duties assigned to the best of Employee's abilities his ability and to perform such services and duties of an executive nature in a professional manner. Employee shall take actions that are reasonable connection with the business, affairs and consistent with his past practices as the former Stockholder operations of the Company and which are expected any subsidiary of the Company as may be reasonably and in good faith assigned or delegated to have results him from time to time by or under the authority of the Board of Directors of the Company and consistent with the positions of Vice-President, and to use his best efforts in the promotion and advancement of the Company and its subsidiaries and their welfare and business. Executive shall perform his duties hereunder, to the extent as, is or may be reasonably necessary in connection therewith, at the Company's corporate headquarters; provided, however, that are sustainable after the Company acknowledges that Executive's physical presence at the Company's headquarters on a daily basis throughout the term of this Agreement ends. Employee agrees to devote his full attentionis not necessarily required, time and efforts having due regard to the ability of Executive to adequately interact with the Company's other employees by telephone, facsimile and computer. Executive's employment with the Company shall be Executive's primary employment during the term of this Agreement. As long as he is current in the performance of his duties, Executive may also engage in other business and affairs of activities unrelated to his positions with the Employer in order to fully manageCompany, promote and further the business and interests of Employer. Employee agrees that Employee will not hold any concurrent employment or business positions without the prior express written consent of Employer; provided that the foregoing shall not be construed as preventing Employee from making investments in such other businesses or enterprises so long as they activities do not interfere with the satisfactory performance of his ability obligations hereunder and the Company and Executive agree that Executive shall devote such time to discharge his duties as, in his sole discretion, he deems necessary to adequately discharge such responsibilities under this Agreement and responsibilities to Employer. In no event shall Employee be required to transfer to a location without his prior written consentdo not violate the terms and conditions of Paragraph 8 hereof.

Employment and Duties. Employer hereby offers employment to EmployeeDuring the Employment Term (as defined in Section 2 hereof), Prime and PGRT shall employ Executive, and Employee hereby accepts employment Executive agrees to be employed by EmployerPrime and PGRT, such employment being terminable solely in accordance with as Executive Vice President – Leasing of Prime and PGRT on the terms and conditions provided in this Agreement (Prime and PGRT, collectively, are “Employer”). Employer shall have the right to specify which of this AgreementEmployer’s affiliates or related parties (including but not limited to Prime Group Realty Services, Inc. or PRS Corporate Realty Services, Inc.) shall have Executive on its payroll. Employee's title will be Executive Vice President. In such employmentshall conduct, Employee shall perform such servicesoperate, manage and promote the leasing efforts across the Employer’s portfolio, with primary responsibility for 00 Xxxx Xxxxxx, Citadel Center, and shall have 330 North Wabash and/or such authority, duties other building(s) as may be mutually determined by Executive and responsibilities as shall be reasonably assigned to Employee the Employer’s Chief Executive Officer (the “CEO”). The CEO and/or the Board of Trustees of PGRT (the “Board”) may from time to time by the President of ClinForce, LLC further define and shall be consistent with Employee's authority, clarify Executive’s duties and responsibilities with Companyservices hereunder. Employee Executive agrees to devote Executive’s diligent, professional and commercially reasonable-efforts and substantially all of Executive’s business time, attention, energy and skill to perform Executive’s duties as Executive Vice President – Leasing of Employer, provided that it shall report to Tony Sims, President of ClinForce, LLC. Employee shall diligently anx xxxxxxxlly perform all duties assigned to the best of Employee's abilities in not be a professional manner. Employee shall take actions that are reasonable and consistent with his past practices as the former Stockholder of the Company and which are expected to have results that are sustainable after the term violation of this Agreement ends. Employee agrees for Executive to devote his full attentionengage in limited tenant and owner (in connection with sales of assets and not leasing) representation contemplated by EXHIBIT A hereto, time or to manage her and efforts to the business and affairs of the Employer her family’s personal investments or engage in order to fully manageservice for such corporate, promote and further the business and interests of Employer. Employee agrees that Employee will not hold any concurrent employment civil, community or business positions without the prior express written consent of Employer; provided that the foregoing shall not be construed charitable organizations as preventing Employee from making investments in other businesses or enterprises she may select, so long as they such activities do not substantially interfere with his ability to discharge his Executive’s performance of her duties and responsibilities to Employer. In no event shall Employee be required to transfer to a location without his prior written consenthereunder or violate her obligations under Section 6.