Common use of Executive’s Duties Clause in Contracts

Executive’s Duties. (a) Executive shall be President and Chief Executive Officer (collectively “CEO)”) and shall report to Employer’s Board of Directors (the “Board”). Executive shall faithfully and diligently perform his duties at the direction of the Board, to the best of Executive’s ability. Executive shall (i) devote his best efforts, skill, and ability and full business time and attention to the performance of the customary duties and responsibilities of a CEO, subject to vacations and sick leave as provided herein and in accordance with Employer policies, (ii) carry out his duties in a competent and professional manner; and (iii) generally promote the interests of Employer. Subject to applicable law, Executive shall not knowingly participate in any activity that is detrimental to the interests of Employer or any of its affiliates, including, without limitation, any public criticism or disparagement of any type by Executive, through the media or otherwise, of Employer or any of its affiliates or employees, except in connection with the exercise of Executive’s rights against Employer or any of its affiliates (such covenant not to publicly criticize or disparage, being referred to as the “Non-Disparagement Covenant”). Executive’s commitments to Employer shall not preclude Executive from serving as an outside director for no more than 2 companies, provided that any such board positions shall not interfere with Executive’s duties and responsibilities to Employer, and shall not create any conflict of interest with respect to any business of Employer. (b) Executive agrees to abide by all policies applicable to senior executive officers of Employer promulgated from time to time by Employer. (c) Except for such business travel as may be incident to his duties hereunder, Executive shall perform his duties at Employer’s primary offices in Columbia, MD. (d) During the Term of this Agreement, Executive shall be a member of Employer’s Board of Directors, and Employer shall take such steps as may be necessary to effectuate the appointment or election of Executive to the Board. Upon termination of this Agreement for any reason (including non-renewal), Executive shall automatically and immediately be removed as a Director, unless Employer and Executive mutually agree in writing to have Executive continue as a Director.

Executive’s Duties. (a) The Company hereby agrees to retain Executive, and Executive shall be agrees faithfully and to the best of his ability, in the position of President and Chief Executive Officer (collectively “CEO)”) Officer, to have general and active management and supervision of the business of the Company and to discharge the duties of said office and perform such other duties and services of an executive, administrative and managerial nature as shall report be specified and designated from time to Employer’s time by the Board of Directors (the “Board”). Executive shall faithfully and diligently perform his duties at the direction of the BoardCompany in connection with the business and activities of the Company; provided that the Company acknowledges that, as described in Section 8(c)(ii) of this Agreement, the assignment of any duties inconsistent with Executive's positions, duties, responsibilities and status with the Company or a change in Executive's reporting responsibilities, titles or offices will constitute a constructive termination providing Executive with the rights described in such Section 8(c)(ii) and elsewhere in this Agreement. (b) Commencing on the Executive Termination Date, Executive agrees to the best of Executive’s ability. Executive shall (i) devote his best efforts, energy and skill, and ability and full in no event less than a majority of his time during regular business time and attention hours, to the performance of such services; provided, however, that the customary duties Company acknowledges that Executive may from time to time engage in consulting and responsibilities of related activities for other entities. Without limiting the foregoing, Executive shall be permitted to serve as a CEOconsultant with and to (i) Liberty Digital, subject to vacations and sick leave as provided herein and in accordance with Employer policiesInc., (ii) carry out his duties in a competent and professional manner; ▇▇▇▇▇.▇▇▇, Inc. and (iii) generally promote Heavy Industry, Inc., their respective successors and assigns. Notwithstanding the interests of Employer. Subject to applicable lawforegoing, Executive shall not knowingly participate in any activity that is detrimental to the interests of Employer or any of its affiliates, includingnot, without limitationthe prior written consent of the Chairman of the Company (the "Chairman"), any public criticism or disparagement of any type by Executive, through the media or otherwise, of Employer or any of its affiliates or employees, except in connection with the exercise of Executive’s rights against Employer or any of its affiliates (such covenant not to publicly criticize or disparage, being referred to serve as the “Non-Disparagement Covenant”). Executive’s commitments to Employer shall not preclude Executive from serving as an outside director for no more than 2 companies, provided that any such board positions shall not interfere with Executive’s duties and responsibilities to Employer, and shall not create any conflict of interest with respect consultant to any other entity or person if such entity or person is engaged in Competitive Activities. As used herein, the term "Competitive Activities" means activities and business operations that are competitive with any business operations then conducted or definitively proposed to be conducted by the Company within the same geographic market as that in which the business of Employer. (b) Executive agrees the Company is or is definitively proposed to abide by all policies applicable to senior executive officers of Employer promulgated from time to time by Employer. (c) Except be conducted. The parties acknowledge that, in reviewing any request for such business travel as may be incident to his duties consent hereunder, the Company shall cause the Chairman to consult in good faith with Executive shall perform his duties at Employer’s primary offices in Columbia, MDmindful that Executive's consulting activities with competitors may benefit the Company through strategic investment or other business opportunities and that Executive's analysis thereof will be accorded significant weight. (d) During the Term of this Agreement, Executive shall be a member of Employer’s Board of Directors, and Employer shall take such steps as may be necessary to effectuate the appointment or election of Executive to the Board. Upon termination of this Agreement for any reason (including non-renewal), Executive shall automatically and immediately be removed as a Director, unless Employer and Executive mutually agree in writing to have Executive continue as a Director.

Executive’s Duties. (a) Executive shall be President have such power and Chief Executive Officer (collectively “CEO)”) authority to act for and shall report to Employer’s Board in the name of Directors the Company, as provided in the operating agreement of Advisors, the By-laws of CAM or resolutions of the manager of Advisors (the “BoardManager”). Executive shall faithfully and diligently perform his duties at the direction of ) or the Board, to the best of Executive’s ability. Executive shall (i) devote his best efforts, skill, and ability and full business time and attention to the performance of the customary The duties and responsibilities of a CEO, subject Executive are and shall continue to vacations and sick leave be of an executive nature as provided herein and shall be required by the Company in accordance with Employer policies, (ii) carry out his duties in a competent and professional manner; and (iii) generally promote the interests of Employer. Subject to applicable law, Executive shall not knowingly participate in any activity that is detrimental to the interests of Employer or any conduct of its affiliates, including, without limitation, any public criticism business and shall include the performance of such lawful and reasonable duties and responsibilities as the Board or disparagement of any type by the Manager may from time to time assign to Executive not inconsistent with Executive, through ’s position(s). Executive recognizes that during the media or otherwise, of Employer or any of its affiliates or employees, except in connection with the exercise period of Executive’s rights against Employer or any employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company. However, the Company recognizes that during the period of Executive’s employment hereunder, Executive may provide certain services to Calamos Family Partners, Inc. and its affiliates (and related entities, and the Company acknowledges and agrees that Executive’s provision of such covenant services shall not to publicly criticize or disparage, being referred to be in breach of this Agreement so long as the “Non-Disparagement Covenant”). Executive’s commitments to Employer shall provision of such services does not preclude Executive from serving as an outside director for no more than 2 companies, provided that any such board positions shall not (i) interfere with Executive’s primary duties and responsibilities to Employer, hereunder and shall not create any conflict of interest with respect to any business of Employer. (bii) involve Executive agrees to abide by all policies applicable to senior executive officers of Employer promulgated from time to time by Employer. (c) Except for such business travel providing investment advisory services except as may be incident to his duties hereunderapproved by the Compensation Committee of CAM (the “Compensation Committee”) (each such services a “Permitted Activity”). Recognizing and acknowledging that it is essential for the protection and enhancement of the name and business of the Company and the goodwill pertaining thereto, Executive shall perform his duties at Employerunder this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by Employer and the industry from time to time. Executive will not perform any duties for any other business, other than a Permitted Activity without the prior written consent of the Compensation Committee, but may engage in charitable, civic or community activities, provided that such duties or activities do not materially interfere with the proper performance of Executive’s primary offices in Columbia, MD. (d) During the Term of duties under this Agreement, Executive shall be a member of Employer’s Board of Directors, and Employer shall take such steps as may be necessary to effectuate the appointment or election of Executive to the Board. Upon termination of this Agreement for any reason (including non-renewal), Executive shall automatically and immediately be removed as a Director, unless Employer and Executive mutually agree in writing to have Executive continue as a Director.

Executive’s Duties. (a) Executive shall be President have such power and Chief Executive Officer (collectively “CEO)”) authority to act for and shall report to Employer’s Board in the name of Directors the Company, as provided in the operating agreement of CFS, the By-laws of CAM or resolutions of the manager of CFS (the “BoardManager”). Executive shall faithfully and diligently perform his duties at the direction of ) or the Board, to the best of Executive’s ability. Executive shall (i) devote his best efforts, skill, and ability and full business time and attention to the performance of the customary The duties and responsibilities of a CEO, subject Executive are and shall continue to vacations and sick leave be of an executive nature as provided herein and shall be required by the Company in accordance with Employer policies, (ii) carry out his duties in a competent and professional manner; and (iii) generally promote the interests of Employer. Subject to applicable law, Executive shall not knowingly participate in any activity that is detrimental to the interests of Employer or any conduct of its affiliates, including, without limitation, any public criticism business and shall include the performance of such lawful and reasonable duties and responsibilities as the Board or disparagement of any type by the Manager may from time to time assign to Executive not inconsistent with Executive, through ’s position(s). Executive recognizes that during the media or otherwise, of Employer or any of its affiliates or employees, except in connection with the exercise period of Executive’s rights against Employer or any employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company. However, the Company recognizes that during the period of Executive’s employment hereunder, Executive may provide certain services to Calamos Family Partners, Inc. and its affiliates (and related entities, and the Company acknowledges and agrees that Executive’s provision of such covenant services shall not to publicly criticize or disparage, being referred to be in breach of this Agreement so long as the “Non-Disparagement Covenant”). Executive’s commitments to Employer shall provision of such services does not preclude Executive from serving as an outside director for no more than 2 companies, provided that any such board positions shall not (i) interfere with Executive’s primary duties and responsibilities to Employer, hereunder and shall not create any conflict of interest with respect to any business of Employer. (bii) involve Executive agrees to abide by all policies applicable to senior executive officers of Employer promulgated from time to time by Employer. (c) Except for such business travel providing investment advisory services except as may be incident to his duties hereunderapproved by the Compensation Committee of CAM (the “Compensation Committee”) (each such services a “Permitted Activity”). Recognizing and acknowledging that it is essential for the protection and enhancement of the name and business of the Company and the goodwill pertaining thereto, Executive shall perform his duties at Employerunder this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by Employer and the industry from time to time. Executive will not perform any duties for any other business, other than a Permitted Activity without the prior written consent of the Compensation Committee, but may engage in charitable, civic or community activities, provided that such duties or activities do not materially interfere with the proper performance of Executive’s primary offices in Columbia, MD. (d) During the Term of duties under this Agreement, Executive shall be a member of Employer’s Board of Directors, and Employer shall take such steps as may be necessary to effectuate the appointment or election of Executive to the Board. Upon termination of this Agreement for any reason (including non-renewal), Executive shall automatically and immediately be removed as a Director, unless Employer and Executive mutually agree in writing to have Executive continue as a Director.

Executive’s Duties. (a) Executive shall be President and Chief Executive Officer of Employer (collectively “CEO)”) and shall report directly to Employer’s the Board of Directors of the Employer (the “Board”) and the Chief Executive Officer and/or President or a designee of the Chief Executive Officer of DealerTrack Holdings, Inc. (“Parent”). Executive shall faithfully and diligently perform his duties at the direction of the Board, Parent’s Chief Executive Officer, President or the Chief Executive Officer’s designee, to the best of Executive’s ability. Executive shall (i) devote his best efforts, skill, and ability and full business time and attention to the performance of the customary duties and responsibilities of a CEOservices customarily incident to such office, subject to vacations and sick leave as provided herein and in accordance with Employer policiespolicy, (ii) carry out his duties in a competent and professional manner; and (iii) generally promote the interests of Employer. It is acknowledged and agreed that Executive may continue to be an officer and employee of Automotive Lease Guide (alg), LLC (“ALG”) incidental to the winding up of ALG’s business and on the condition that Executive’s activities for ALG do not interfere with the performance of his duties hereunder. Subject to applicable law, Executive shall not knowingly participate in any activity that is detrimental to the interests of the Employer or any of its affiliates, including, without limitation, any public criticism or disparagement of any type by Executive, through the media or otherwise, of Employer or any affiliate of its affiliates or employeesEmployer, except in connection with the exercise of Executive’s rights against the Employer or any of its affiliates (such covenant not to publicly criticize or disparage, being referred to as the “Non-Disparagement Covenant”). Executive’s commitments to Employer shall not preclude Executive from serving as an outside director for no more than 2 companies, provided that any such board positions shall not interfere with Executive’s duties and responsibilities to Employer, and shall not create any conflict of interest with respect to any business affiliate of Employer. (b) Executive agrees to abide by all policies applicable to senior executive officers of Employer promulgated from time to time by Parent or Employer which policies are enforced uniformly and applicable to all similarly-situated executives of Parent or Employer, as applicable and, as applied to Executive, are consistent with such policies as applied to similarly-situated executives of other operating companies that are affiliates of Parent (“Operating Companies”). (c) Except for such business travel as may be incident to his duties hereunder, Executive shall perform his duties at Employer’s primary offices at the address set forth in Columbia, MD. (d) During the Term of preamble to this Agreement, Executive shall be a member of Employer’s Board of Directors, and Employer shall take Agreement or at such steps other location as may be necessary to effectuate the appointment or election of Executive to the Board. Upon termination of this Agreement for any reason (including non-renewal), Executive shall automatically and immediately be removed as a Director, unless Employer and Executive mutually agree in writing to have Executive continue as a Directorapproved by Employer.

Executive’s Duties. (a) Executive shall be only perform those employment duties relating to the transition of his responsibilities as President of Investments and Co-Chief Investment Officer of the Company; however Executive will not have any authority to bind or act on behalf of the Company in any material way. The Executive’s duties shall include: (i) working with and assisting the Chief Executive Officer (collectively “CEO)”) and shall report to Employer’s Board of Directors (in the “Board”). Executive shall faithfully and diligently perform his duties at the direction of the Board, to the best transition of Executive’s ability. Executive shall (i) devote his best efforts, skill, and ability and full business time and attention to the performance of the customary duties and responsibilities of a CEO, subject to vacations and sick leave as provided herein and in accordance with Employer policies, duties; (ii) carry out his duties cooperating with the Company, its counsel and advisors with respect to executing the Company’s internal and external communication plans (including reviewing and contributing to press releases, internal announcements, and participating in a competent conference calls with internal and professional mannerexternal constituents); and (iii) generally promote duties reasonably requested by the interests Chief Executive Officer (or his designee) (collectively “Duties”). These Duties shall be provided at the Company headquarters or by telephone or e-mail, as the Chief Executive Officer (or his designee) and Executive shall mutually agree. Executive shall perform his Duties in the best interest of Employerthe Company and Executive will be available to perform the Duties for the Company on an “as-needed” basis. Subject to applicable lawExecutive shall only communicate regarding the Duties with those associates and on subject matters identified by the Chief Executive Officer (or his designee). The Executive’s employment shall terminate as of the last day of the Term and the execution of this Amendment No. 2 shall constitute Executive’s resignation from all officer, director and committee positions (excluding Executive’s Directorship at CAM) with the Company and its affiliates (as defined in Exhibit A and referenced herein as “Affiliates”) as of the Transition Date. For avoidance of doubt, Executive shall not knowingly participate in any activity that is detrimental agrees and consents: (i) as of and from the Transition Date, to the interests of Employer or any of its affiliateschange in his status, position, responsibilities and reporting relationship for all purposes, including, without limitation, the Agreement; (ii) that nothing in Amendment No. 2 or contemplated by Amendment No. 2, including but not limited to the changes referenced in clause (i), constitutes Good Reason for termination of employment by the Executive; and (iii) the termination of the Executive's employment pursuant to Section 1 shall not constitute a termination by the Company for other than Cause and therefore the Executive shall not be entitled to any public criticism compensation or disparagement other payments under the terms of any type by Executive, through the media Agreement or otherwise, of Employer or any of its affiliates or employees, except in connection with the exercise of Executive’s rights against Employer or any of its affiliates (such covenant not to publicly criticize or disparage, being referred to as the “Non-Disparagement Covenant”). Executive’s commitments to Employer shall not preclude Executive from serving as an outside director for no more than 2 companies, provided that any such board positions shall not interfere with Executive’s duties and responsibilities to Employer, and shall not create any conflict of interest with respect to any business of Employer. (b) Executive agrees to abide by all policies applicable to senior executive officers of Employer promulgated from time to time by Employer. (c) Except for such business travel as may be incident to his duties hereunder, Executive shall perform his duties at Employer’s primary offices in Columbia, MD. (d) During the Term of this Agreement, Executive shall be a member of Employer’s Board of Directors, and Employer shall take such steps as may be necessary to effectuate the appointment or election of Executive to the Board. Upon termination of this Agreement for any reason (including non-renewal), Executive shall automatically and immediately be removed as a Director, unless Employer and Executive mutually agree in writing to have Executive continue as a Director.

Executive’s Duties. Subject to the terms and conditions herein, and for the Term (a) as hereinafter defined), Executive shall be President and serve as the Company’s Chief Executive Officer (collectively “CEO)”) and shall report to Employer’s Board of Directors (the “Board”). Executive shall faithfully and diligently perform his duties at Financial Officer, working under the direction of the Board, Executive Chairman and the Chief Executive Officer of Company. 3.1 Executive shall perform the duties consistent with Executive’s title and position and such other duties commensurate with such position and title as shall be specified or designated by the Company from time to the best time. The principal place of performance by Executive of Executive’s ability. Executive duties hereunder shall (i) devote his best effortsbe the Company’s corporate offices in Palm Beach County, skillFlorida, and ability and full business time and attention to the performance or such other location of the customary duties and responsibilities corporate offices from time to time, although Executive may be required to reasonably travel outside of a CEO, subject to vacations and sick leave as provided herein and in accordance with Employer policies, (ii) carry out his duties in a competent and professional manner; and (iii) generally promote the interests of Employer. Subject to applicable law, Executive shall not knowingly participate in any activity that is detrimental to the interests of Employer or any of its affiliates, including, without limitation, any public criticism or disparagement of any type by Executive, through the media or otherwise, of Employer or any of its affiliates or employees, except such area in connection with the exercise performance of Executive’s rights against Employer duties. 3.2 Executive agrees to comply with all applicable laws and governmental rules, orders and regulations, and to conduct its business and activities so as to maintain and increase the goodwill and reputation of the Company. 3.3 Executive acknowledges that the Company’s interest in maintaining and promoting the Company’s reputation for quality and service. From time to time, the Company may establish reasonable policies, procedures and requirements that will be applicable and disseminated to its employees and management personnel. Executive hereby agrees to strictly comply with all such policies, procedures and requirements. 3.4 If requested by the Company’s Executive Chairman or any Chief Executive Officer and appointed by the Company’s board of its affiliates (such covenant not directors, Executive shall serve as a member of the board of directors for no additional compensation. 3.5 Subject to publicly criticize or disparagethe proviso below, being referred Executive shall devote his entire business time, energy and skill to as the “Non-Disparagement Covenant”). Executive’s commitments services under this Agreement. 3.6 Executive will use his best efforts to Employer promote and serve the interests of the Company and perform Executive’s duties and obligations hereunder in a diligent, trustworthy, businesslike, efficient and lawful manner. 3.7 Executive will not engage in any activity that, directly or indirectly, impairs or conflicts with the performance of Executive’s obligations and duties to the Company, provided, however, that the foregoing shall not preclude prevent Executive from serving as an outside director for no more than 2 companieson the board of directors of one public company, provided that managing Executive’s personal affairs and passive personal investments and participating in charitable, civic, educational, professional or community affairs, so long as, in the aggregate, any such board positions shall activities do not unreasonably interfere or conflict with Executive’s duties and responsibilities to Employerhereunder or create a potential business or fiduciary conflict with the Company, and shall not create any conflict of interest with respect to any business of Employeras reasonably determined by the Company. (b) Executive agrees to abide by all policies applicable to senior executive officers of Employer promulgated from time to time by Employer. (c) Except for such business travel as may be incident to his duties hereunder, Executive shall perform his duties at Employer’s primary offices in Columbia, MD. (d) During the Term of this Agreement, Executive shall be a member of Employer’s Board of Directors, and Employer shall take such steps as may be necessary to effectuate the appointment or election of Executive to the Board. Upon termination of this Agreement for any reason (including non-renewal), Executive shall automatically and immediately be removed as a Director, unless Employer and Executive mutually agree in writing to have Executive continue as a Director.

Executive’s Duties. (a) Executive shall be President and Chief Executive Officer (collectively “CEO)”) and shall report to Employer’s Board of Directors (the “Board”). Executive shall faithfully and diligently perform his duties at the direction of the Board, to the best of Executive’s ability. Executive shall (i) devote his best efforts, skill, and ability and full business time and attention to the performance of the customary The duties and responsibilities of a CEOExecutive are of an executive nature as shall be required by the Company in the conduct of its business and shall include the performance of such lawful and reasonable duties and responsibilities as the CEO or the Board may from time to time assign to Executive. Recognizing and acknowledging that it is essential for the protection and enhancement of the name and business of the Company and the goodwill pertaining thereto, subject Executive shall perform his duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by Employer and the industry from time to vacations time. During the Term, and excluding any periods of disability and vacation and sick leave as provided herein to which Executive is entitled, Executive agrees to devote substantially all of his attention and in accordance with Employer policiestime during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge Executive’s responsibilities hereunder, to use Executive’s reasonable best efforts to perform such responsibilities. During the Term, it shall not be a violation of this Agreement for Executive, upon prior written notice to the Company, to: (i) serve on corporate, civic or charitable boards or committees; (ii) carry out his duties in a competent and professional mannerdeliver lectures, fulfill speaking engagements or teach at educational institutions; and (iii) generally promote manage personal investments; all so long as such activities do not interfere with the interests performance of EmployerExecutive’s responsibilities as an employee of the Company in accordance with this Agreement, do not create a conflict of interest with respect to Executive’s position, or cause reputational harm to the Company; and, in the case of Executive’s management of his personal investments, so long as all such personal investment management activities comply with the Company’s personal trading policies and, otherwise, with applicable law. Executive shall be subject to the Company’s code of ethics as well as all applicable Company policies and procedures. Under the supervision of the CEO, Executive shall be responsible for CAM's global investment management activities, including alternative strategies, and shall have the authority required to carry out such responsibilities. Executive and the CEO may, from time to time, mutually agree to changes in such duties and responsibilities. Subject to applicable lawthe oversight and approval of the CEO and the Compensation Committee of the Board (the “Compensation Committee”), Executive shall not knowingly participate in any activity that is detrimental have the authority: (i) to the interests of Employer or any of its affiliatesdetermine and allocate investment management personnel compensation opportunities, including, without limitation, any public criticism or disparagement of any type by Executive, through the media or otherwise, of Employer or any of its affiliates or employees, except in connection with the exercise of Executive’s rights against Employer or any of its affiliates (such covenant not to publicly criticize or disparage, being referred to as the “Non-Disparagement Covenant”). Executive’s commitments to Employer shall not preclude Executive from serving as an outside director for no more than 2 companies, provided that any such board positions shall not interfere with Executive’s duties salary and responsibilities to Employerbonuses, and shall not create any conflict of interest with respect (ii) to any business of Employerhire and fire investment management personnel. (b) Executive agrees to abide by all policies applicable to senior executive officers of Employer promulgated from time to time by Employer. (c) Except for such business travel as may be incident to his duties hereunder, Executive shall perform his duties at Employer’s primary offices in Columbia, MD. (d) During the Term of this Agreement, Executive shall be a member of Employer’s Board of Directors, and Employer shall take such steps as may be necessary to effectuate the appointment or election of Executive to the Board. Upon termination of this Agreement for any reason (including non-renewal), Executive shall automatically and immediately be removed as a Director, unless Employer and Executive mutually agree in writing to have Executive continue as a Director.

Executive’s Duties. (a) 2.1 The Executive shall be President during the continuance of the contract of employment: 2.1.1 serve to the best of his ability in the capacity of Chief Finance Officer and Chief Executive Officer (collectively “CEO)”) as a director of the Company and shall Nomad; 2.1.2 report to Employer’s ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇, CEO or such other person as the Board of Directors of Nomad may specify (the “Board”). Executive shall ; 2.1.3 faithfully and diligently perform his such duties at and exercise such powers consistent with them as the direction Board (or anyone authorised by the Board) may from time to time properly and reasonably assign to or confer upon him; 2.1.4 comply with the reasonable instructions of the Board, Board from time to time; and 2.1.5 do all in his power to protect promote develop and extend the business interests and reputation of the Group. 2.2 The Executive shall also be appointed to the best Board of Directors of Nomad: 2.2.1 The Executive shall not be entitled to any additional compensation or fees (from the Company, Nomad or otherwise) as a result of such appointment, nor shall it give rise to an employment relationship with Nomad; 2.2.2 Removal from the Board of Nomad shall not (1) give rise to any breach of contract by the Company or any Associated Company and (2) in itself affect the Executive’s abilityemployment with the Company; and 2.2.3 The Executive’s appointment and any re-appointment as a Director is subject to Nomad’s memorandum and articles of association (as amended from time to time) (the "Articles"). Nothing in this letter will be taken to exclude or vary the Articles as they apply to you as a Director of Nomad. The Executive shall shall, during the appointment (i) devote his best efforts, skill, act as a Director of Nomad and ability comply with all obligations on the Executive under British Virgin Islands law (including but without limitation the BVI Business Companies Act (the "BVI Companies Act") and full business time all applicable provisions of common law) and attention to the performance of the customary duties and responsibilities of a CEO, subject to vacations and sick leave as provided herein and in accordance with Employer policies, (ii) carry out his duties in a competent and professional manner; and (iii) generally promote the interests of Employer. Subject to applicable law, Executive shall not knowingly participate in any activity that is detrimental to the interests of Employer regulations or any of its affiliates, other applicable laws and regulations in the Executive’s positions as such including, without limitation, the rules of the New York Stock Exchange or any public criticism other stock exchanges on which Nomad shares are listed and/or traded, (ii) comply with the Articles, (iii) abide by any statutory, fiduciary or disparagement common-law duties to Nomad and (iv) not do anything that would cause the Executive to be disqualified from acting as a Director. 2.3 The Executive shall unless prevented by sickness, injury or other incapacity or as otherwise agreed by the Board and subject to this Agreement devote the whole of his time attention and abilities during his working hours (which shall be normal business hours and such additional hours as may be reasonably necessary for the proper performance of his duties) to the business and affairs of the Group. The Executive acknowledges that he has unmeasured working time for the purposes of Regulation 20 of the Working Time Regulations. 2.4 The Executive shall work at the Company's offices at Bedfont Lakes, Middlesex or such other place of business of the Group which the Board may reasonably require for the proper performance of his duties and the Executive may be required to travel both inside and outside of the UK on the business of the Group. 2.5 The Executive shall not during the continuance of this Agreement without the prior written consent of the Board of Nomad (such consent not to be unreasonably withheld or delayed) directly or indirectly carry on or be engaged concerned or interested in any other business trade or occupation otherwise than as a holder directly or through nominees of either not more than 3 per cent in aggregate of any type class of shares, debentures or other securities in issue from time to time of any company which are for the time being quoted or dealt in on any recognised investment exchange (as defined by Section 285 of the Financial Services and Markets Act 2001) or passive shareholdings for investment purposes in companies which do not at the relevant time compete or otherwise conflict with the business of the Company or any Associated Company PROVIDED THAT it is acknowledged that the Executive has an existing involvement with the following companies: Siamab; Detechtion; N12 Technologies; Bin1Ate; Rental Beast; SwapOnz; ▇▇▇▇▇▇ and Algama. On the basis of the information currently available it is acknowledged that these interests are non-competitive and/or do not conflict with the business of the Company or any Associated Company. The Executive agrees that he shall not increase the level of interest or activity in the listed concerns, nor take on any other interests that would conflict with this clause 2.5. 2.6 Following the service of notice by either party to terminate the Executive's employment, or if the Executive purports to terminate this Agreement in breach of contract, the Board may require the Executive not to perform any services for a defined period or until the termination of his employment. During this period: 2.6.1 the Company shall not be obliged to provide any work, or vest any powers in the Executive, through who shall have no right to perform any services for the media Company and the Board may appoint a replacement to carry out the Executive's duties and responsibilities; 2.6.2 the Executive shall continue to receive his salary and contractual benefits in the usual way; 2.6.3 the Executive shall remain an employee of the Company and (save as varied by the operation of this clause) be bound by the terms of this Agreement, particularly in relation to any duties of confidentiality and fidelity; 2.6.4 the Executive shall use all reasonable endeavours to remain contactable at all times during normal working hours by telephone and shall remain ready to attend work on reasonable notice (if so required by the Company); 2.6.5 the Executive shall not engage in any activities or otherwiseother occupation (whether paid or unpaid) in breach of his obligations under this Agreement. In particular, the Executive shall not directly or indirectly or on behalf of Employer (or together with) any other person, firm or company be, or prepare to be, concerned or otherwise interested in any other business or activity which is or will be or is likely to be in competition with the business of the Company or any of its affiliates Associated Companies; 2.6.6 the Executive shall not access any premises of the Company or any Associated Company; 2.6.7 the Executive shall not contact any officer, employee, consultant, shareholder, client, customer, employee, agent, distributor or other business contact of the Company or any Associated Company save in a social context and with the prior, written consent of the Board, such consent not to be unreasonably withheld; 2.6.8 the Company reserves the right to suspend or cancel access to the Company intranet, email and other systems and reserves the right to require the return of all Company property, including PC and mobile phone; 2.6.9 the Executive shall cease to be an authorised signatory of the Company or hold a Power of Attorney for the Company (if requested in writing by the Company); 2.6.10 the Executive shall take all accrued holiday (in respect of the period up until the Termination Date) and no contractual holiday entitlement shall accrue; 2.6.11 the Executive shall not make any public statements in relation to the Company or any Associated Company or its or their officers or employees, except in connection with the exercise of Executive’s rights against Employer or any of its affiliates (such covenant not to publicly criticize or disparage, being referred to as the “Non-Disparagement Covenant”). Executive’s commitments to Employer shall not preclude Executive from serving as an outside director for no more than 2 companies, provided that any such board positions shall not interfere with Executive’s duties and responsibilities to Employer, and shall not create any conflict of interest with respect to any business of Employer. (b) Executive agrees to abide by all policies applicable to senior executive officers of Employer promulgated from time to time by Employer. (c) Except for such business travel as may be incident to his duties hereunder, Executive shall perform his duties at Employer’s primary offices in Columbia, MD. (d) During the Term of this Agreement, Executive 2.7 The Company shall be able to suspend the Executive for so long as it considers reasonable, in order to investigate a member of Employer’s Board of Directors, and Employer shall take such steps as may be necessary to effectuate the appointment or election of Executive to the Board. Upon termination of this Agreement for any reason (including non-renewal), Executive shall automatically and immediately be removed as a Director, unless Employer and Executive mutually agree in writing to have Executive continue as a Directorcomplaint made against him.

Executive’s Duties. (a) The Executive shall be President the senior financial officer of the Company responsible for the Company's financial operations including, but not limited to, internal and external financial reporting, accounting, taxation, cash management and budgeting and forecasting. The Executive, together with the Company's Chief Executive Officer, shall be responsible for overseeing the Company's internal controls, disclosure procedures and ensuring that the Company's financial statements comply with applicable laws and regulations. The Executive shall report to the "Financial Expert" member of the Company's Audit Committee. The Executive also shall report on operational matters to the Company's Chief Executive Officer and to the Company's Chief Operating Officer. The Executive may perform such other duties as may reasonably be assigned to the Executive by the Company's Audit Committee, the Company's Chief Executive Officer or the Company's Chief Operating Officer which are reasonably related to the Executive's position with the Company. (collectively “CEO)”b) The Executive shall interface when and shall report to Employer’s as requested with the Audit Committee of the Board of Directors (the “Board”). Executive and shall faithfully and diligently perform his duties at the direction of the Board, be responsible for making presentations to the best of Executive’s abilityAudit Committee regarding the Company's internal controls and disclosure controls. The Executive shall (i) devote will use his best effortsefforts so that the Company, skillfrom a financial and accounting standpoint, and ability and full business time and attention to the performance of the customary duties and responsibilities of a CEO, subject to vacations and sick leave as provided herein and in accordance complies with Employer policies, all applicable laws (ii) carry out his duties in a competent and professional manner; and (iii) generally promote the interests of Employer. Subject to applicable law, Executive shall not knowingly participate in any activity that is detrimental to the interests of Employer or any of its affiliates, including, without limitation, any public criticism or disparagement the Sarbanes Oxley Act of any type by Executive, through the media or otherwise, of Employer or any of its affiliates or employees, except in connection with the exercise of Executive’s rights against Employer or any of its affiliates (such covenant not to publicly criticize or disparage, being referred to as the “Non-Disparagement Covenant”2003). Executive’s commitments to Employer shall not preclude Executive from serving as an outside director for no more than 2 companies, provided that any such board positions shall not interfere with Executive’s duties and responsibilities to Employer, and shall not create any conflict of interest that the Company's financial books and records are maintained in accordance with respect to any business of Employer. (b) Executive agrees to abide by all policies applicable to senior executive officers of Employer promulgated from time to time by EmployerGAAP. (c) Except for such The Executive shall devote all of his business travel as may be incident time, effort, skill and attention to his duties hereunderthe business, operations and affairs of the Company and to the furtherance of the interests, business and prospects of the Company and its Subsidiaries. The Executive shall perform the Executive's duties and obligations hereunder diligently, competently, faithfully and to the best of his ability and in accordance with the highest ethical standards. Subject to disclosure to the Company's general corporate counsel, the Executive may serve on the board of directors or other governing boards of charitable and civic industry organizations; provided that such service does not materially interfere with the Executive's performance of his duties at Employer’s primary offices in Columbia, MDand obligations hereunder. (d) During The Executive agrees to execute all policy statements and agreements that the Term Company may, from time to time, reasonably require all of this Agreement, Executive shall be a member of Employer’s Board of Directorsits senior executive officers to execute, and Employer shall take to comply with such steps as policy statements and agreements. The Executive acknowledges that the Company may be necessary make amendments to effectuate any of the appointment or election of Executive foregoing policies, work rules, policy statements and agreements from time to time during the Board. Upon termination of this Agreement for any reason (including non-renewal), Executive shall automatically and immediately be removed as a Director, unless Employer and Executive mutually agree in writing to have Executive continue as a DirectorEmployment Term.