Common use of Executive’s Duties Clause in Contracts

Executive’s Duties. (a) The Company hereby agrees to retain Executive, and Executive agrees faithfully and to the best of his ability, in the position of President and Chief Executive 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 be specified and designated from time to time by the Board of Directors of the Company 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 devote his best efforts, energy and skill, and in no event less than a majority of his time during regular business hours, to the performance of such services; provided, however, that the Company acknowledges that Executive may from time to time engage in consulting and related activities for other entities. Without limiting the foregoing, Executive shall be permitted to serve as a consultant with and to (i) Liberty Digital, Inc., (ii) ▇▇▇▇▇.▇▇▇, Inc. and (iii) Heavy Industry, Inc., their respective successors and assigns. Notwithstanding the foregoing, Executive shall not, without the prior written consent of the Chairman of the Company (the "Chairman"), serve as 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 the Company is or is definitively proposed to be conducted. The parties acknowledge that, in reviewing any request for consent hereunder, the Company shall cause the Chairman to consult in good faith with Executive mindful 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.

Executive’s Duties. Executive shall 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: (ai) The Company hereby agrees working with and assisting the Chief Executive Officer in the transition of Executive’s duties; (ii) cooperating with the Company, its counsel and advisors with respect to retain Executiveexecuting the Company’s internal and external communication plans (including reviewing and contributing to press releases, internal announcements, and participating in conference calls with internal and external constituents); and (iii) duties reasonably requested by the Chief Executive agrees faithfully 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 to Executive shall mutually agree. Executive shall perform his Duties in the best of his ability, in the position of President and Chief Executive Officer, to have general and active management and supervision of the business interest of the Company and Executive will be available to discharge perform the duties of said office Duties for the Company on an “as-needed” basis. Executive shall only communicate regarding the Duties with those associates and perform such other duties and services of an executive, administrative and managerial nature as shall be specified and designated from time to time on subject matters identified by the Board of Directors Chief Executive Officer (or his designee). The Executive’s employment shall terminate as of the Company in connection 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 business Company and activities its affiliates (as defined in Exhibit A and referenced herein as “Affiliates”) as of the Company; provided that Transition Date. For avoidance of doubt, Executive agrees and consents: (i) as of and from the Company acknowledges thatTransition Date, as described to the change in Section 8(c)(ii) of this Agreementhis status, the assignment of any duties inconsistent with Executive's positions, dutiesposition, responsibilities and status with reporting relationship for all purposes, including, without limitation, 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 devote his best efforts, energy and skill, and in no event less than a majority of his time during regular business hours, to the performance of such services; provided, however, that the Company acknowledges that Executive may from time to time engage in consulting and related activities for other entities. Without limiting the foregoing, Executive shall be permitted to serve as a consultant with and to (i) Liberty Digital, Inc., (ii) ▇▇▇▇▇.▇▇▇that nothing in Amendment No. 2 or contemplated by Amendment No. 2, Inc. including but not limited to the changes referenced in clause (i), constitutes Good Reason for termination of employment by the Executive; and (iii) Heavy Industry, Inc., their respective successors and assigns. Notwithstanding the foregoing, Executive shall not, without the prior written consent termination of the Chairman of the Company (the "Chairman"), serve as consultant Executive's employment pursuant 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 Section 1 shall not constitute a termination by the Company within for other than Cause and therefore the same geographic market as that in which Executive shall not be entitled to any compensation or other payments under the business terms of the Company is Agreement or is definitively proposed to be conducted. The parties acknowledge that, in reviewing any request for consent hereunder, the Company shall cause the Chairman to consult in good faith with Executive mindful 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 weightotherwise.

Executive’s Duties. (a) 2.1 The Company hereby agrees to retain Executive, and Executive agrees faithfully and shall during the continuance of the contract of employment: 2.1.1 serve to the best of his ability, ability in the position capacity of President Chief Finance Officer and Chief Executive Officer, to have general and active management and supervision of the business as a director of the Company and Nomad; 2.1.2 report to discharge the duties of said office and perform ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇, CEO or such other duties and services of an executive, administrative and managerial nature person as shall be specified and designated from time to time by the Board of Directors of Nomad may specify (the Company in connection “Board”); 2.1.3 faithfully and diligently perform such duties and exercise such powers consistent with them as the business and activities of Board (or anyone authorised by the Company; provided that the Company acknowledges that, as described in Section 8(c)(iiBoard) 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 devote his best efforts, energy and skill, and in no event less than a majority of his time during regular business hours, to the performance of such services; provided, however, that the Company acknowledges that Executive may from time to time engage properly and reasonably assign to or confer upon him; 2.1.4 comply with the reasonable instructions of the Board from time to time; and 2.1.5 do all in consulting his power to protect promote develop and related activities for other entities. Without limiting extend the foregoing, business interests and reputation of the Group. 2.2 The Executive shall also be permitted appointed to serve the 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 consultant 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 employment 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, during the appointment (i) Liberty Digitalact as a Director of Nomad and 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 all applicable provisions of common law) and regulations or any other applicable laws and regulations in the Executive’s positions as such including, Inc.without limitation, the rules of the New York Stock Exchange or any other stock exchanges on which Nomad shares are listed and/or traded, (ii) ▇▇▇▇▇.▇▇▇comply with the Articles, Inc. and (iii) Heavy Industryabide by any statutory, Inc., their respective successors fiduciary or common-law duties to Nomad and assigns. Notwithstanding (iv) not do anything that would cause the foregoing, Executive to be disqualified from acting as a Director. 2.3 The Executive shall notunless 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 Chairman 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 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 Company (Financial Services and Markets Act 2001) or passive shareholdings for investment purposes in companies which do not at the "Chairman"), serve as consultant to any other entity relevant time compete 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 otherwise conflict 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 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 is definitively proposed to be conductedany Associated Company. The parties acknowledge thatExecutive 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 reviewing breach of contract, the Board may require the Executive not to perform any request services for consent hereunder, a defined period or until the termination of his employment. During this period: 2.6.1 the Company shall cause not be obliged to provide any work, or vest any powers in the Chairman Executive, who shall have no right to consult in good faith with Executive mindful that perform any services for the Company and the Board may appoint a replacement to carry out the Executive's consulting activities with competitors may benefit 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 through strategic investment 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 other 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 (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 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 opportunities contact of the Company or any Associated Company save in a social context and that Executive's analysis thereof will with the prior, written consent of the Board, such consent not to be accorded significant weightunreasonably 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. 2.7 The Company shall be able to suspend the Executive for so long as it considers reasonable, in order to investigate a complaint made against him.

Executive’s Duties. Executive shall have such power and authority to act for and in the name of the Company, as provided in the operating agreement of Advisors, the By-laws of CAM or resolutions of the manager of Advisors (athe “Manager”) or the Board. The duties and responsibilities of Executive are and shall continue to be of an executive nature as shall be required by the Company hereby agrees in the conduct of its business and shall include the performance of such lawful and reasonable duties and responsibilities as the Board or the Manager may from time to retain time assign to Executive not inconsistent with Executive’s position(s). Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive agrees faithfully will use Executive’s good faith efforts to promote and to develop the best of his ability, in the position of President and Chief Executive Officer, to have general and active management and supervision 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 services shall not be in breach of this Agreement so long as the provision of such services does not (i) interfere with Executive’s primary duties and responsibilities hereunder and (ii) involve Executive providing investment advisory services except as may be approved 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 to discharge the goodwill pertaining thereto, Executive shall perform his duties of said office under this Agreement professionally, in accordance with the applicable laws, rules and perform regulations and such other duties standards, policies and services of an executive, administrative procedures established by Employer and managerial nature as shall be specified and designated the industry from time to time by the Board of Directors of the Company 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 time. Executive will not perform any duties inconsistent with Executive's positionsfor any other business, 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 devote his best efforts, energy and skill, and in no event less other than a majority of his time during regular business hours, to the performance of such services; provided, however, that the Company acknowledges that Executive may from time to time engage in consulting and related activities for other entities. Without limiting the foregoing, Executive shall be permitted to serve as a consultant with and to (i) Liberty Digital, Inc., (ii) ▇▇▇▇▇.▇▇▇, Inc. and (iii) Heavy Industry, Inc., their respective successors and assigns. Notwithstanding the foregoing, Executive shall not, Permitted Activity without the prior written consent of the Chairman 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 the Company (the "Chairman"), serve as 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 the Company is or is definitively proposed to be conducted. The parties acknowledge that, in reviewing any request for consent hereunder, the Company shall cause the Chairman to consult in good faith with Executive mindful 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’s duties under this Agreement.

Executive’s Duties. Subject to the terms and conditions herein, and for the Term (a) as hereinafter defined), Executive shall serve as the Company’s Chief Financial Officer, working under the direction of the 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 time. The principal place of performance by Executive of Executive’s duties hereunder shall be the Company’s corporate offices in Palm Beach County, Florida, or such other location of the corporate offices from time to time, although Executive may be required to reasonably travel outside of such area in connection with the performance of Executive’s 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 retain Executivestrictly comply with all such policies, procedures and requirements. 3.4 If requested by the Company’s Executive agrees faithfully Chairman or Chief Executive Officer and appointed by the Company’s board of directors, Executive shall serve as a member of the board of directors for no additional compensation. 3.5 Subject to the proviso below, Executive shall devote his entire business time, energy and skill to Executive’s services under this Agreement. 3.6 Executive will use his best of his ability, in efforts to promote and serve the position of President and Chief Executive Officer, to have general and active management and supervision of the business interests of the Company and to discharge the duties of said office and perform such other Executive’s duties and services of an executiveobligations hereunder in a diligent, administrative trustworthy, businesslike, efficient and managerial nature as shall be specified and designated from time to time by the Board of Directors of the Company lawful manner. 3.7 Executive will not engage in connection with the business and activities of the Company; provided that the Company acknowledges any activity that, as described in Section 8(c)(ii) of this Agreementdirectly or indirectly, the assignment of any duties inconsistent impairs or conflicts 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 devote his best efforts, energy and skill, and in no event less than a majority of his time during regular business hours, to the performance of such services; Executive’s obligations and duties to the Company, provided, however, that the Company acknowledges that foregoing shall not prevent Executive may from time to time engage serving on the board of directors of one public company, managing Executive’s personal affairs and passive personal investments and participating in consulting and related charitable, civic, educational, professional or community affairs, so long as, in the aggregate, any such activities for other entities. Without limiting do not unreasonably interfere or conflict with Executive’s duties hereunder or create a potential business or fiduciary conflict with the foregoingCompany, Executive shall be permitted to serve as a consultant with and to (i) Liberty Digital, Inc., (ii) ▇▇▇▇▇.▇▇▇, Inc. and (iii) Heavy Industry, Inc., their respective successors and assigns. Notwithstanding the foregoing, Executive shall not, without the prior written consent of the Chairman of the Company (the "Chairman"), serve as 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 reasonably determined by the Company within the same geographic market as that in which the business of the Company is or is definitively proposed to be conducted. The parties acknowledge that, in reviewing any request for consent hereunder, the Company shall cause the Chairman to consult in good faith with Executive mindful 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 weightCompany.

Executive’s Duties. (a) The Executive shall be the senior financial officer of the Company hereby agrees to retain 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 agrees 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. (b) The Executive shall interface when and as requested with the Audit Committee of the Board of Directors and shall be responsible for making presentations to the Audit Committee regarding the Company's internal controls and disclosure controls. The Executive will use his best efforts so that the Company, from a financial and accounting standpoint, complies with all applicable laws (including, without limitation, the Sarbanes Oxley Act of 2003), and that the Company's financial books and records are maintained in accordance with GAAP. (c) The Executive shall devote all of his business time, effort, skill and attention to the 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 abilityability and in accordance with the highest ethical standards. Subject to disclosure to the Company's general corporate counsel, in the position Executive may serve on the board of President directors or other governing boards of charitable and Chief civic industry organizations; provided that such service does not materially interfere with the Executive's performance of his duties and obligations hereunder. (d) The Executive Officeragrees to execute all policy statements and agreements that the Company may, from time to have general time, reasonably require all of its senior executive officers to execute, and active management to comply with such policy statements and supervision agreements. The Executive acknowledges that the Company may make amendments to any of the business of the Company foregoing policies, work rules, policy statements and to discharge the duties of said office and perform such other duties and services of an executive, administrative and managerial nature as shall be specified and designated agreements from time to time by during the Board of Directors of the Company 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 AgreementEmployment Term. (b) Commencing on the Executive Termination Date, Executive agrees to devote his best efforts, energy and skill, and in no event less than a majority of his time during regular business hours, to the performance of such services; provided, however, that the Company acknowledges that Executive may from time to time engage in consulting and related activities for other entities. Without limiting the foregoing, Executive shall be permitted to serve as a consultant with and to (i) Liberty Digital, Inc., (ii) ▇▇▇▇▇.▇▇▇, Inc. and (iii) Heavy Industry, Inc., their respective successors and assigns. Notwithstanding the foregoing, Executive shall not, without the prior written consent of the Chairman of the Company (the "Chairman"), serve as 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 the Company is or is definitively proposed to be conducted. The parties acknowledge that, in reviewing any request for consent hereunder, the Company shall cause the Chairman to consult in good faith with Executive mindful 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.

Executive’s Duties. (a) The duties and responsibilities of Executive are of an executive nature as shall be required by the Company hereby agrees to retain Executive, and Executive agrees faithfully and to the best of his ability, in the position conduct of President its business and Chief Executive Officer, shall include the performance of such lawful and reasonable duties and responsibilities as the CEO or the Board may from time to have general time assign to Executive. Recognizing and active management acknowledging that it is essential for the protection and supervision enhancement of the name and business of the Company and to discharge the goodwill pertaining thereto, Executive shall perform his duties of said office under this Agreement professionally, in accordance with the applicable laws, rules and perform regulations and such other duties standards, policies and services of an executive, administrative procedures established by Employer and managerial nature as shall be specified and designated the industry from time to time by time. During the Board Term, and excluding any periods of Directors of the Company in connection with the business disability 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 vacation and status with the Company or a change in Executive's reporting responsibilities, titles or offices will constitute a constructive termination providing sick leave to which Executive with the rights described in such Section 8(c)(ii) and elsewhere in this Agreement. (b) Commencing on the Executive Termination Dateis entitled, Executive agrees to devote his best efforts, energy and skill, and in no event less than a majority substantially all of his attention and time during regular normal business hourshours 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) deliver lectures, fulfill speaking engagements or teach at educational institutions; and (iii) manage personal investments; all so long as such activities do not interfere with the performance of such services; provided, however, that Executive’s responsibilities as an employee of the Company acknowledges that 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 may from time shall be subject to time engage in consulting the Company’s code of ethics as well as all applicable Company policies and related activities for other entitiesprocedures. Without limiting Under the foregoingsupervision of the CEO, Executive shall be permitted responsible for CAM's global investment management activities, including alternative strategies, and shall have the authority required to serve as a consultant with carry out such responsibilities. Executive and the CEO may, from time to time, mutually agree to changes in such duties and responsibilities. Subject to the oversight and approval of the CEO and the Compensation Committee of the Board (the “Compensation Committee”), Executive shall have the authority: (i) Liberty Digitalto determine and allocate investment management personnel compensation opportunities, Inc.including, without limitation, salary and bonuses, and (ii) ▇▇▇▇▇to hire and fire investment management personnel.▇▇▇, Inc. and (iii) Heavy Industry, Inc., their respective successors and assigns. Notwithstanding the foregoing, Executive shall not, without the prior written consent of the Chairman of the Company (the "Chairman"), serve as 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 the Company is or is definitively proposed to be conducted. The parties acknowledge that, in reviewing any request for consent hereunder, the Company shall cause the Chairman to consult in good faith with Executive mindful 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.

Executive’s Duties. Executive shall have such power and authority to act for and in the name of the Company, as provided in the operating agreement of CFS, the By-laws of CAM or resolutions of the manager of CFS (athe “Manager”) or the Board. The duties and responsibilities of Executive are and shall continue to be of an executive nature as shall be required by the Company hereby agrees in the conduct of its business and shall include the performance of such lawful and reasonable duties and responsibilities as the Board or the Manager may from time to retain time assign to Executive not inconsistent with Executive’s position(s). Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive agrees faithfully will use Executive’s good faith efforts to promote and to develop the best of his ability, in the position of President and Chief Executive Officer, to have general and active management and supervision 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 services shall not be in breach of this Agreement so long as the provision of such services does not (i) interfere with Executive’s primary duties and responsibilities hereunder and (ii) involve Executive providing investment advisory services except as may be approved 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 to discharge the goodwill pertaining thereto, Executive shall perform his duties of said office under this Agreement professionally, in accordance with the applicable laws, rules and perform regulations and such other duties standards, policies and services of an executive, administrative procedures established by Employer and managerial nature as shall be specified and designated the industry from time to time by the Board of Directors of the Company 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 time. Executive will not perform any duties inconsistent with Executive's positionsfor any other business, 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 devote his best efforts, energy and skill, and in no event less other than a majority of his time during regular business hours, to the performance of such services; provided, however, that the Company acknowledges that Executive may from time to time engage in consulting and related activities for other entities. Without limiting the foregoing, Executive shall be permitted to serve as a consultant with and to (i) Liberty Digital, Inc., (ii) ▇▇▇▇▇.▇▇▇, Inc. and (iii) Heavy Industry, Inc., their respective successors and assigns. Notwithstanding the foregoing, Executive shall not, Permitted Activity without the prior written consent of the Chairman 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 the Company (the "Chairman"), serve as 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 the Company is or is definitively proposed to be conducted. The parties acknowledge that, in reviewing any request for consent hereunder, the Company shall cause the Chairman to consult in good faith with Executive mindful 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’s duties under this Agreement.