Common use of Employment Position and Duties Clause in Contracts

Employment Position and Duties. The Company agrees to employ Executive, and Executive agrees to be employed by the Company, upon the terms and conditions of this Agreement. Upon the Effective Date, Executive shall be employed as the President and Chief Executive Officer of the Company, reporting to the Board of Directors of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the duties and carry out the responsibilities assigned to him to the best of his ability and in a diligent, businesslike and efficient manner. Notwithstanding the above, during the Term, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executive.

Employment Position and Duties. The Company agrees to employ ExecutiveEmployee, and Executive Employee agrees to be employed by the Company, upon the terms and subject to the conditions of this Agreement. Upon the Effective Date, Executive Employee shall be employed as by the President Company and shall report to the Chief Executive Officer of the CompanyMCT Group Holdings, reporting to the Board of Directors of LLC (“Holdings”) and the Company (the “BoardCEO”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. ThereafterIn this capacity, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive Employee agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the duties and carry out the responsibilities assigned to him to the best of his Employee’s ability and in a diligent, businesslike and efficient manner. Notwithstanding the aboveEmployee will not engage in any outside business activities that materially interfere with his obligations under this Agreement, during the Termand will not render services of a business, it shall not be a violation of professional or commercial nature for compensation or otherwise to any other person or entity. Nothing in this Agreement for Executive to serve on civic shall preclude Employee from devoting reasonable time for: (i) participating in professional, educational, philanthropic, public interest, charitable or charitable boards or committeescommunity activities; and (ii) managing Employee’s and his family’s personal investments; provided, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as that any such activities do not materially interfere with the performance of Executive’s responsibilities in accordance with this Agreement. ExecutiveEmployee’s duties and authority responsibilities hereunder. Employee’s duties shall include all the those duties and authority contemplated by the Company’s by-laws and those customarily performed by the President an officer in Employee’s position and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned from time to time by the BoardCEO, Holdings, or their respective designee. Executive Employee shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to ExecutiveEmployee. To the extent there is any conflict between those policies and this Agreement, this Agreement shall govern. Employee shall travel to such places in the United States and elsewhere as the CEO and the Board directs from time to time as needed.

Employment Position and Duties. The Company agrees to employ Executive, and Executive agrees to be employed by the Company, upon the terms and conditions of this Agreement. Upon the Effective Date, Executive shall be employed as Executive Vice President of the Company, and effective August 12, 2015 (or such other date agreed to by the parties) as the Executive Vice President and Chief Financial Officer of the Company. Executive will report directly to the Chief Executive Officer of the Company. In this capacity, reporting to the Board of Directors of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the duties and carry out the responsibilities assigned to him to the best of his ability and in a diligent, businesslike and efficient manner. Notwithstanding the above, during the Termterm of this Agreement, it shall not be a violation of this Agreement for the Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service serve on a corporate boardsboard, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the Executive Vice President and Chief Executive Officer. As Chief Executive Financial Officer, Executive shall be the senior most executive officer of including serving as the Company’s principal financial and accounting officer. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Chief Executive Officer or the Board of Directors (“Board”). Executive shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executive.

Employment Position and Duties. The Subject to the terms hereof, the Company hereby agrees to employ Executivethe Executive during the Term (as hereafter defined) to act as, and Executive agrees to be employed by exercise all of the Companypowers and functions of, upon the terms and conditions of this Agreement. Upon the Effective Date, Executive shall be employed as the its President and Chief Executive Officer (“CEO”) and to perform such acts and duties and to generally furnish such services to the Company and its subsidiaries (if any) as are customary for a senior management person with a similar position in like companies. At all times Executive shall report directly to the Board of Directors of the CompanyCompany (“Board”) and shall have such specific powers, reporting to duties and CEO responsibilities as the Board of Directors of the Company (the “Board”). The Board ) shall also take such action as may be necessary from time to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirementstime reasonably prescribe. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive hereby agrees to devote his full time, energy and skill to the faithful performance of his duties herein, accept such employment and shall perform the duties and carry out the responsibilities assigned to him discharge faithfully, diligently, and to the best of his ability abilities such duties and in a diligent, businesslike responsibilities and efficient mannershall devote full working time and efforts to the business and affairs of the Company and its subsidiaries. Notwithstanding the above, during During the Term, it shall not be a violation of this Agreement for Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, committees or engage in other activities that are consistent with the consent Company’s Code of the Board, service on corporate boardsEthics and other Company policies, so long as Executive notifies the Board or an appropriate committee thereof in advance and such service or activities do not significantly interfere with the performance of Executive’s responsibilities in accordance hereunder. Subject to applicable Delaware law, the Company agrees to use its best efforts to cause Executive to be appointed, as soon as practicable hereafter, as a member of the Board to the class of directors with this Agreementthe term expiring at the 2005 annual meeting of the shareholders. Executive’s duties and authority The Company shall include all thereafter use its best efforts to cause the duties and authority contemplated by Executive to be nominated for a seat on the Board at the next annual meeting of the Company’s by-laws and those customarily performed by shareholders, it being acknowledged that such nomination is subject to applicable Delaware law. If the President and Chief Executive Officer. As Chief Executive Officerceases to be an employee of the Company for any reason, Executive agrees that he shall be the senior most executive officer immediately resign as a member of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executive.

Employment Position and Duties. The During the Term, the Company agrees to employ Executivethe Executive and the Executive hereby accepts employment with the Company as its Chief Executive Officer subject to the general supervision, advice and direction of the Company's Chairman of the Board ("Chairman") and the Board, and Executive agrees subject to be employed by the Company, upon the terms and conditions of this Agreement. Upon the Effective DateThe Executive's authority, Executive duties and responsibilities shall be employed consistent with such authority, duties and responsibilities as the President are customary for this position, including, without limitation: supervising and Chief Executive Officer managing all aspects of the Company, reporting to the Board of Directors of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive 's businesses; direct responsibility for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the duties and carry out the responsibilities assigned to him to the best of his ability and in a diligent, businesslike and efficient manner. Notwithstanding the above, during the Term, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer each of the Company's brands; further developing, refining and implementing the Company's strategic growth plans; and overall responsibility for the Company's domestic and international operations. Executive shall also have perform such additional other services and duties and authority commensurate with such positions as the Chairman or Board may from time-to-time designate in his or its sole discretion. During the Term, the Company agrees that Executive will be reasonably assigned nominated for election by its shareholders to the Board. Executive shall comply faithfully, honestly and diligently serve the Company, devote his full working time and attention to his duties, use his best efforts to promote the interests of the Company and follow the reasonable and lawful instructions of the Chairman or the Board. Executive shall carry out his duties in a manner consistent with any policies and procedures established for in compliance with all present and future requirements and limitations of all applicable federal and state laws and regulations. Executive acknowledges and fully understands that by entering into this Agreement, he undertakes a fiduciary relationship with the Company employeesand, includingas a fiduciary, without limitation, those policies is under an obligation to use due care and procedures contained act in the best interest of the Company at all times. Executive agrees that he shall at all times observe and be bound by all rules, policies, procedures, practices, and resolutions adopted, or to be adopted, by the Company which are generally applicable to the Company’s employee handbook previously delivered 's officers and employees and which do not otherwise conflict with this Agreement. Executive shall not engage in any other business that would interfere with his duties, provided that nothing contained herein is intended to limit Executive's right to make passive investments in the securities of publicly-owned companies or other businesses which will not interfere or conflict with his duties. Executive may, with the prior written consent of the Chairman, sit on the board of directors of one other company, provided that it is not a direct competitor or vendor of the Company. The Company shall indemnify Executive in the performance of his duties and responsibilities and advance expenses in connection with such indemnification to the same extent as the Company's other senior executives and officers. Executive shall be required to relocate and establish primary residence in reasonable proximity to the Company's headquarters in Pittsburgh, Pennsylvania, or the Company's offices in New York, New York, no later than one hundred eighty (180) days following the Start Date. Sign-on Compensation: Signing Bonus: Executive shall receive a signing bonus (the "Signing Bonus") of Three Million Three Hundred and Thirty-Nine Thousand Dollars ($3,339,000.00), less applicable withholding taxes, payable in a lump sum within 60 days after the execution and delivery of this Agreement; provided that, notwithstanding the foregoing clause of this sentence, in no event shall the Signing Bonus be paid to Executive prior to January 1, 2012. If, prior to the one year anniversary of his Start Date, Executive voluntarily terminates his employment, other than for Good Reason (as defined in Appendix A, attached), if the Company terminates him for Cause (as defined in Appendix A), or if Executive does not commence employment with the Company on the Start Date for any reason, in any case following the payment of the Signing Bonus Executive or his estate shall repay the Company the gross amount of the Signing Bonus, within 30 days of his Termination Date (as defined in Appendix A) or the Start Date, whichever is later. In that event, to the extent permissible under applicable law, the Company may offset the amount of the Signing Bonus owed by Executive from any compensation due to the Executive upon his termination of employment.

Employment Position and Duties. The Company agrees to employ Executive, and Executive agrees You will continue to be employed by in the Companyposition of Chief Financial Officer (“CFO”). You will be expected to perform the customary duties of your position, upon duties specified in the terms and conditions of this Agreement. Upon the Effective Date, Executive shall be employed as the President and Chief Executive Officer Bylaws of the Company, reporting to and as may be required by the Company’s Board of Directors of the Company (the “Board”)) consistent with your position as CFO. The Board shall also take such action as may be necessary You will report to appoint the Chief Executive as a member of the Board promptly following the commencement of Executive’s employment. ThereafterOfficer, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board and work at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirementsCompany’s corporate headquarters in Boston, Massachusetts. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s During your employment with the Company. Executive agrees to , you will devote his full time, energy your full-time best efforts and skill business time and attention to the faithful performance of his duties herein, and shall perform the duties and carry out the responsibilities assigned to him to the best of his ability and in a diligent, businesslike and efficient manner. Notwithstanding the above, during the Term, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer business of the Company. Executive shall also have such additional duties As an exempt salaried employee, you will be expected to be available and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in working during the Company’s employee handbook previously delivered regular business hours, and such additional time as appropriate to Executivemanage your responsibilities. The Company reserves the right to reasonably require you to perform your duties at places other than its corporate headquarters from time to time, and to require reasonable business travel, including international travel, at the Company’s expense. Your employment relationship with the Company will also be governed by the general employment policies and practices of the Company, except that if the terms of this Agreement conflict, this Agreement will control. Base Salary You will earn a salary at the rate of $14,666.67 semimonthly ($352,000 annualized), less payroll deductions and withholdings (“Base Salary”), payable on the Company’s regular payroll schedule. The Base Salary will be reviewed on an annual or more frequent basis by the Board (or any authorized committee thereof), and is subject to change in the discretion of the Board (or any authorized committee thereof). Discretionary Performance Bonus You will be eligible to earn a discretionary performance bonus of up to thirty-five percent (35%) of your Base Salary, subject to applicable payroll deductions and withholdings (“Bonus”), based upon the Board’s assessment of your performance, and the Company’s attainment of written targeted goals as determined by the Board in its sole discretion. Following the close of each calendar year, the Board will determine in its discretion whether you have earned a Bonus, and the amount of any Bonus. You will be eligible to earn a Bonus for any full calendar year provided that you remain employed by the Company as of December 31 of that year. The Bonus, if earned, will be paid no later than March 15 of the calendar year after the year to which it relates.

Employment Position and Duties. The Company agrees to employ Executive, and Executive agrees to be employed by the Company, upon the terms and conditions of this Agreement. Upon the Effective Date, Executive shall be employed as the President and Chief Executive Officer of the CompanyCompany reporting to, reporting to and shall become a member of, the Board of Directors of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. In this capacity, Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the duties and carry out the responsibilities assigned to him to the best of his ability and in a diligent, businesslike and efficient manner. Notwithstanding the above, during the Termterm of this Agreement, it shall not be a violation of this Agreement for the Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments investments, and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of the Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As , as Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any policies and procedures established for Company employees, including, including without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executive.

Employment Position and Duties. The Company agrees to employ Executive, and Executive agrees You will continue to be employed by in the Companyposition of Chief Financial Officer (“CFO”). You will be expected to perform the customary duties of your position, upon duties specified in the terms and conditions of this Agreement. Upon the Effective Date, Executive shall be employed as the President and Chief Executive Officer Bylaws of the Company, reporting to and as may be required by the Company’s Board of Directors of the Company (the “Board”)) consistent with your position as CFO. The Board shall also take such action as may be necessary You will report to appoint the Chief Executive as a member of the Board promptly following the commencement of Executive’s employment. ThereafterOfficer, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board and work at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirementsCompany’s corporate headquarters in Boston, Massachusetts. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s During your employment with the Company. Executive agrees to , you will devote his full time, energy your full-time best efforts and skill business time and attention to the faithful performance of his duties herein, and shall perform the duties and carry out the responsibilities assigned to him to the best of his ability and in a diligent, businesslike and efficient manner. Notwithstanding the above, during the Term, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer business of the Company. Executive shall also have such additional duties As an exempt salaried employee, you will be expected to be available and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in working during the Company’s employee handbook previously delivered regular business hours, and such additional time as appropriate to Executive.manage your responsibilities. The Company reserves the right to reasonably require you to perform your duties at places other than its corporate headquarters from time to time, and to require reasonable business travel, including international travel, at the Company’s expense. Your employment relationship with the Company will also be governed by the general employment policies and practices of the Company, except that if the terms of this Agreement conflict, this Agreement will control. Base Salary You will earn a salary at the rate of $14,666.67 semimonthly ($352,000 annualized), less payroll deductions and withholdings (“Base Salary”), payable on the Company’s regular payroll schedule. The Base Salary will be reviewed on an annual or more frequent basis by the Board (or any authorized committee thereof), and is subject to change in the discretion of the Board (or any authorized committee thereof). Discretionary Performance Bonus You will be eligible to earn a discretionary performance bonus of up to thirty-five percent (35%) of your Base Salary, subject to applicable payroll deductions and withholdings (“Bonus”), based upon the Board’s assessment of your performance, and the Company’s attainment of written targeted goals as determined by the Board in its sole discretion. Following the close of each calendar year, the Board will determine in its discretion whether you have earned a Bonus, and the amount of any Bonus. You will be eligible to earn a Bonus for any full calendar year provided that you remain employed by the Company as of December 31 of that year. The Bonus, if earned, will be paid no later than March 15 of the calendar year after the year to which it relates. Xxxxxxx Xxxxx

Employment Position and Duties. The Company agrees to employ ExecutiveEmployee, and Executive Employee agrees to be employed by the Company, upon the terms and subject to the conditions of this Agreement. Upon the Effective Date, Executive Employee shall be employed by the Company as the President Chief Financial Officer and Chief Executive Officer of the Company, reporting shall report to the Board of Directors President of the Company (the “BoardPresident”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. ThereafterIn this capacity, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive Employee agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the duties and carry out the responsibilities assigned to him to the best of his Employee’s ability and in a diligent, businesslike and efficient manner. Notwithstanding the aboveEmployee will not engage in any outside business activities that materially interfere with his obligations under this Agreement, during the Termand will not render services of a business, it shall not be a violation of professional or commercial nature for compensation or otherwise to any other person or entity. Nothing in this Agreement for Executive shall preclude Employee from devoting reasonable time for: (i) participating in professional, educational, philanthropic, public interest, charitable or community activities; (ii) providing advice, assistance and counsel to serve Controlled Affiliates (as defined below) on civic or charitable boards or committeesa basis consistent with past practices; and (iii) managing Employee’s and his family’s personal investments; provided, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as that any such activities do not materially interfere with the performance of Executive’s responsibilities in accordance with this Agreement. ExecutiveEmployee’s duties and authority responsibilities hereunder. Employee’s duties shall include all the those duties and authority contemplated by the Company’s by-laws and those customarily performed by the President an officer in Employee’s position and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned from time to time by the President, the Board of Managers (the “Board”) of Midwest Composite Technologies, LLC (“Holdings”), or their respective designee. Executive Employee shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to ExecutiveEmployee. To the extent there is any conflict between those policies and this Agreement, this Agreement shall govern. Employee shall travel to such places in the United States and elsewhere as the President and the Board directs from time to time as needed.

Employment Position and Duties. The Company agrees to employ Executive, and Executive agrees to be employed by the Company, upon the terms and conditions of this Agreement. Upon the Effective Date, Executive shall continue to be employed as the President and Chief Executive Officer of the CompanyCompany reporting to, reporting and shall continue to be a member of, the Board of Directors of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. In this capacity, Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the duties and carry out the responsibilities assigned to him to the best of his ability and in a diligent, businesslike and efficient manner. Notwithstanding the above, during the Termterm of this Agreement, it shall not be a violation of this Agreement for the Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executive.

Employment Position and Duties. The Company agrees to employ ExecutiveEmployee, and Executive Employee agrees to be employed by the Company, upon the terms and subject to the conditions of this Agreement. Upon the Effective Date, Executive Employee shall be employed by the Company as the President and Chief Executive Officer of the CompanyOfficer. In this capacity, reporting to the Board of Directors of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive Employee agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the duties and carry out the responsibilities assigned to him to the best of his Employee’s ability and in a diligent, businesslike and efficient manner. Notwithstanding Employee will not engage in any outside business activities that materially interfere with his obligations under this Agreement, and will not render services of a business, professional or commercial nature for compensation or otherwise to any other person or entity without the above, during the Term, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the express written consent of the BoardCompany. Notwithstanding the foregoing, service nothing in this Agreement shall preclude Employee from devoting reasonable time for: (i) participating in professional, educational, philanthropic, public interest, charitable or community activities; (ii) providing advice, assistance and counsel to Controlled Affiliates (as defined below) on corporate boardsa basis consistent with past practices; and (iii) managing Employee’s and his family’s personal investments; provided, so long as that any such activities do not materially interfere with the performance of Executive’s responsibilities in accordance with this Agreement. ExecutiveEmployee’s duties and authority responsibilities hereunder. Employee’s duties shall include all the those duties and authority contemplated by the Company’s by-laws and those customarily performed by an officer in Employee’s position and such additional duties as may be assigned from time to time by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be Board of Directors (the senior most executive officer “Board”) of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive Employee shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to ExecutiveEmployee. To the extent there is any conflict between those policies and this Agreement, this Agreement shall govern. Employee shall travel to such places in the United States and elsewhere as the Board directs from time to time as needed.

Employment Position and Duties. The Company agrees to employ ExecutiveEmployee, and Executive Employee agrees to be employed by the Company, upon the terms and subject to the conditions of this Agreement. Upon the Effective Date, Executive Employee shall be employed by the Company as the President Chief Financial Officer and shall report to the Chief Executive Officer of the Company, reporting to the Board of Directors of the Company (the “BoardCEO”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. ThereafterIn this capacity, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive Employee agrees to devote his Employee’s full time, energy and skill to the faithful performance of his Employee’s duties herein, and shall perform the duties and carry out the responsibilities assigned to him Employee to the best of his Employee’s ability and in a diligent, businesslike and efficient manner. Notwithstanding the aboveEmployee will not engage in any outside business activities that materially interfere with Employee’s obligations under this Agreement, during the Termand will not render services of a business, it shall not be a violation of professional or commercial nature for compensation or otherwise to any other person or entity. Nothing in this Agreement for Executive shall preclude Employee from devoting reasonable time for: (i) participating in professional, educational, philanthropic, public interest, charitable or community activities; (ii) providing advice, assistance and counsel to serve Controlled Affiliates (as defined below) on civic or charitable boards or committeesa basis consistent with past practices; and (iii) managing Employee’s and Employee’s family’s personal investments; provided, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as that any such activities do not materially interfere with the performance of Executive’s responsibilities in accordance with this Agreement. ExecutiveEmployee’s duties and authority responsibilities hereunder. Employee’s duties shall include all the those duties and authority contemplated by the Company’s by-laws and those customarily performed by the President an officer in Employee’s position and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned from time to time by the CEO, the Board of Directors of the Company (the “Board”), or their respective designee or successor. Executive Employee may be appointed to such other officer positions of other Company Entities (as defined below) as determined by the Board from time to time, for no additional compensation. Employee shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executive.and