Common use of Position and Duties Clause in Contracts

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant During the Employment Period, Executive shall serve as the Senior Vice President, Chief Financial Officer and Treasurer of the Company and BlueLinx Holdings Inc. (“BHI”) and shall have the normal duties, responsibilities and authority of an executive serving in such position including those duties set forth on Exhibit A hereto, subject to the Bylaws power of the Company, the Board of Directors of the Company has elected Employee (the “Company Board”) and the Board of Directors of BHI (the “BHI Board”), to provide oversight and direction with respect to such duties, responsibilities and authority, either generally or in specific instances. The Executive also shall hold similar titles, offices and authority with BHI’s direct and indirect subsidiaries, as Vice-President requested by the BHI Board from time to time, subject to the oversight and direction of the Companyrespective boards of directors of such entities. (b) During the Employment Period, Employee Executive shall report devote Executive’s reasonable best efforts and Executive’s full professional time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the Board of Directors Business and affairs of the Company, BHI and their respective subsidiaries and affiliates. Employee's Executive shall perform Executive’s duties and responsibilities to the best of Executive’s abilities in a diligent, trustworthy and business-like manner. During the Employment Period, Executive shall not serve as a director or a principal of another company or any charitable or civic organization without the Company Board’s prior consent. Notwithstanding the foregoing, during the Employment Period, Executive may render charitable and civic services, so long as such charitable and civic services will be performed at the location designated by the Board of Directorsdo not materially interfere with Executive’s ability to discharge his duties hereunder. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's Executive’s duties and responsibilities for with his principal office located in the CompanyAtlanta, Georgia metropolitan area. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant During the Employment Period, Executive shall serve as the Chief Executive Officer and President of the Company and BlueLinx Holdings Inc. (“BHI”) and shall have the normal duties, responsibilities and authority of an executive serving in such position, including those duties described on Exhibit A hereto, subject to the Bylaws power of the Company, the Board of Directors of the Company has elected Employee (the “Company Board”) and the Board of Directors of BHI (the “BHI Board”), to provide oversight and direction with respect to such duties, responsibilities and authority, either generally or in specific instances. The Executive also shall hold similar titles, offices and authority with BHI’s direct and indirect subsidiaries, as Vice-President requested by the BHI Board from time to time, subject to the oversight and direction of the Companyrespective boards of directors of such entities. (b) During the Employment Period, Employee the Executive shall report be included in the management’s slate for election as a member of the BHI Board. Subject, as required, to reelection by BHI’s stockholders, Executive shall serve as a member of the BHI Board with no additional remuneration payable to Executive for that service. Upon the Date of Directors Termination, Executive shall, at the BHI Board’s request, resign from the Company Board, the BHI Board and any other board or committee of the Company. Employee's services will be performed at the location designated by the Board , BHI or any of Directorstheir respective subsidiaries or affiliates. (c) The duties During the Employment Period, Executive shall devote Executive’s reasonable best efforts and Executive’s full professional time and attention (except for permitted vacation periods and reasonable periods of Employee shall be those assigned illness or other incapacity) to Employee by the Chief Executive Officer or the Chairman business and affairs of the Board Company, BHI and their respective subsidiaries and affiliates. Executive shall perform Executive’s duties and responsibilities to the best of DirectorsExecutive’s abilities in a diligent, trustworthy and business-like manner. Employee acknowledges that During the Employment Period, Executive shall not serve as a director or a principal of another company or any charitable or civic organization without the Company Board’s prior consent. Notwithstanding the foregoing, during the Employment Period, Executive may render charitable and civic services so long as such services do not materially interfere with Executive’s ability to discharge his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directorshereunder. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and Executive shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's Executive’s duties and responsibilities for with his principal office located in the CompanyAtlanta, Georgia metropolitan area. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant Executive shall continue to serve as Chief Financial Officer until the Bylaws of the Company, the Board of Directors of date on which the Company has elected Employee as Vice-President of the Company. (b) hires a new Chief Financial Officer to succeed him. During the Employment Period, Employee Executive shall report to the Board of Directors serve as Vice-Chairman of the Company, and shall report solely and directly to the Chief Executive Officer of Holdings. Employee's services will Executive shall have those powers and duties normally associated with the position of Vice-Chairman of entities comparable to the Company and such other powers and duties as may be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee prescribed by the Chief Executive Officer or Officer; provided, that such other powers and duties are consistent with Executive’s position as Vice-Chairman. Executive shall be provided with all the Chairman support as shall be appropriate to perform such duties of Vice-Chairman, including, but not limited to: office space, stenographic and secretarial assistance and use of the Board Company-provided airplane, all as otherwise provided in Section 5 of Directorsthis Agreement. Employee acknowledges that The Executive shall devote as much of his working time, attention and energies during normal business hours (other than absences due to illness or vacation) to satisfactorily perform his duties may vary from time to time and he further acknowledges that for the Company retains the flexibility to assign various types of duties to EmployeeCompany. Employee does In particular, but not have the authority to enter into any contracts on behalf in limitation of the Company or set salaries for any corporate employee without foregoing, following the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave date on which Executive shall commence to which Employee is entitled act as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including selfVice-employment, while t Chairman of the Company, without prior written permission from it is the Companyexpectation of the parties that Executive shall work no less than 40 hours per month, on average. Notwithstanding the foregoingabove, Employee may Executive shall be permitted to (i) manage Executive’s personal, financial and legal affairs, (ii) serve on corporate, civic or charitable boards or committees so long or on the Board of Directors of Live Nation Inc. and its committees (it being expressly understood and agreed that Executive’s continuing to serve on any such boards and/or committees on which Executive is serving, or with which Executive is otherwise associated, as such activities do of the Effective Date shall be deemed not materially to interfere with the performance by Executive of Employee's his duties and responsibilities under this Agreement), and (iii) deliver lectures or fulfill speaking engagements. During the Employment Period, for so long as Executive remains Vice-Chairman of the Company. (e) The Company , Executive shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with also serve as a member of the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses Board of the Company.

Position and Duties. (ai) Pursuant to During the Bylaws Employment Period, Rev Ops shall employ Executive, and Executive shall serve as Chief Executive Officer of the Company, . Executive shall perform such duties as are usual and customary for such positions and such other duties as the Board of Directors of the Company has elected Employee (the “Board”) shall from time to time reasonably assign to Executive in each case without additional compensation. Executive shall report directly to the Board. The Company and its direct and indirect subsidiaries are referred to herein as Vice-President the “Company Group.” (ii) During the Employment Period and so long as (A) Executive is actively serving in the capacity as Chief Executive Officer in good standing and (B) LS Power Development, LLC, together with its affiliates, owns directly or indirectly in excess of fifty percent (50%) of the common stock of the Company or its successor, the Company will cause the Board to nominate Executive to serve as a member of the Board. (iii) Executive’s principal place of employment will be the Company’s offices located in New York, New York; provided, however, Executive acknowledges that Executive shall travel as required by Executive’s duties in his role as Chief Executive Officer or as a director of the Company. (biv) During the Employment Period, Employee shall report Executive agrees to devote all of his business time, energy, skill and best efforts to the Board performance of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time duties, responsibilities and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into functions for any contracts on behalf member of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and Group to the best of his abilities. Employee will not work as an employee of any other personExecutive’s abilities in a diligent, businesstrustworthy, or entitylegal, including self-employment, while t of the Company, without prior written permission professional and efficient manner and shall comply in all material respects with all Company Group policies and procedures in effect from the Companytime to time. Notwithstanding the foregoing, Employee during the Employment Period it shall not be a violation of this Agreement for Executive to manage his personal investments, so long as such activities do not interfere with the performance of Executive’s responsibilities to the Company or any other member of the Company Group or otherwise violate any obligation that Executive has to any member of the Company Group including pursuant to the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy as in effect from time to time. With the Board’s prior written consent, and subject to any terms and conditions imposed by the Board in connection with such consent, Executive may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere consistent with the performance Company’s conflicts of Employee's interests policies and corporate governance guidelines as in effect from time to time. (v) Executive agrees that he will not take personal advantage of any business opportunity that arises during his employment by any member of the Company Group and that could be of benefit to any member of the Company Group. In accordance with the Company’s policies and procedures in effect from time to time, Executive shall submit to the Board all business, commercial and investment opportunities, and all offers presented to Executive or of which Executive becomes aware at any time during the Employment Period, which relate to the business of the Company Group as it is conducted during the Employment Period (“Corporate Opportunities”). Unless approved by the Board, Executive shall not accept or pursue, directly or indirectly, any Corporate Opportunities on Executive’s own behalf. (vi) During the Employment Period and thereafter, Executive shall reasonably cooperate with any member of the Company Group in and with respect to any internal investigation, any administrative, regulatory, governmental, or judicial investigation, audit, or proceeding or any dispute with a third party as reasonably requested by the Company (including, but not limited to Executive being available to the Company for interviews and factual investigations, appearing at the Company’s request to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into Executive’s possession, custody or control). (vii) In entering into this Agreement, Executive expressly represents that he is not the subject of, or a party to, any non-competition or non-solicitation agreement, or any other agreement, obligation, restriction or understanding that would prohibit Executive from executing this Agreement or fully performing each of Executive’s duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travelhereunder, lodgingor would in any manner, entertainment and other business expenses incurred by him in connection with the Company's businessdirectly or indirectly, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses limit or affect any of the Companyduties and responsibilities that may now or in the future be assigned to Executive hereunder.

Position and Duties. (ai) Pursuant During the Employment Period, the Executive shall serve the Company as its Vice-Chairman and Chief Executive Officer and shall perform customary and appropriate duties as may be reasonably assigned to the Bylaws Executive from time to time by the Executive Chairman of the Company, the Board of Directors of the Company has elected Employee (the “Board”), and shall provide services to the Company, the Partnership, and Glimcher LP. The Executive shall have such responsibilities, power and authority as Vice-President those normally associated with such position in public companies of a similar stature. The Executive shall report solely and directly to the Executive Chairman of the CompanyBoard. The Executive shall perform his services at the offices of the Company in the Columbus, Ohio metropolitan area and shall travel for business purposes to the extent reasonably necessary or appropriate in the performance of such services. During the Employment Period, the Executive shall, without compensation other than that herein provided, also serve and continue to serve, if and when elected and re-elected, as a member of the Board; provided that the Executive shall be appointed as a member of the Board effective as of the Effective Date. (bii) During the Employment Period, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(dthe Executive may be entitled, the Executive agrees to devote substantially all of his attention and time during normal business hours to the business and affairs of the Company and its affiliates (including, without limitation, the Partnership) hereofand, Employee agrees that during to the Employment Period he shall devote his full business time extent necessary to his discharge the responsibilities as described herein and shall assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform such responsibilities faithfully and efficiently and such responsibilities. During the Employment Period, it shall not be a violation of this Agreement for the Executive to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporatecorporate (if approved by the Board, such approval not to be unreasonably withheld), civic or charitable boards or committees committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and manage personal investments, so long as such activities do not materially interfere with the performance of Employee's duties the Executive’s responsibilities in accordance with this Agreement and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection Executive complies with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses applicable provisions of the Company’s code of business conduct and ethics which are in effect from time to time and which have been provided to the Executive in writing.

Position and Duties. (a) Pursuant 2.1 The Company shall employ Employee as Chief Financial Officer; provided, however, that Employee may have such other titles in addition to or in lieu thereof as the Company determines in its sole discretion. Employee shall report to the Bylaws of the Company, CEO and the Board of Directors of the Company has elected (“the Board”). Employee shall have such responsibilities as Vice-President may, from time to time, be duly authorized or directed by the CEO and by the Board. A basic description of the Company. (b) duties and responsibilities is included in Appendix A. During the Employment Periodhis employment, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently loyally and to the best of his abilitiesabilities the duties assigned to him hereunder. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t shall act at all times in the best interests of the Company. Employee shall devote his full business time, attention and effort to the affairs of the Company and shall not, at any time during his employment, be engaged in any other business activity whether or not such business activity is pursued for gain, profit or other pecuniary advantage, without the prior written permission from consent of the CompanyBoard. Notwithstanding the foregoing, Employee may serve on corporateThe foregoing is not intended to restrict Employee’s ability to engage in charitable, civic or charitable boards or committees so long as community activities to the extent that such activities do not materially interfere with the performance of Employee's his duties hereunder and responsibilities for are notified in writing to the Company. (e) The 2.2 Employee shall immediately upon the Company’s request supply any and all information which the Company or any Group Company may reasonably require in order to be able to comply with any statutory or regulatory provision or stock exchange rule or requirement, including for the avoidance of doubt the Rules for AIM Companies published by the London Stock Exchange. 2.3 Employee shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection comply with the Company's businessprovisions of the code of dealing adopted by the Company in accordance with the requirements of the London Stock Exchange or, in the absence of the adoption of such a code, with the provisions of the Model Code set out in the Listing Rules published by the UK Listing Authority and Employee shall keep such receipts and maintain such records not (subject always to his fiduciary duties as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses a director of the Company) do or omit to do anything which could result in the Company being in breach of the Rules for AIM Companies published by the London Stock Exchange.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, Employee Executive shall report to serve as the Board of Directors Corporation’s Chairman of the Company. Employee's services will be performed at the location designated Board, Chief Executive Officer or both as determined by the Board from time to time. While Executive holds the position of DirectorsChairman of the Board, Chief Executive Officer or both, Executive shall be considered an Executive and an officer of the Corporation, obligating Executive and the Corporation to the rights and duties inherent in an employment relationship. Executive shall be based at his primary residence (currently California) during the Employment Period and shall travel as required to perform his duties under this Agreement. (b) Executive’s duties shall include the normal duties, responsibilities and authority of Chairman of the Board, Chief Executive Officer, or both, as specified in the by-laws of the Corporation and subject to the power of the Board to expand or limit such duties, responsibilities and authority and to override actions of officers of the Corporation. Such duties shall specifically involve the responsibility for financing, business development, direct management of senior Executives of the Corporation, management of the Board approved budgets and capital spending plans, management of relationships with the lenders and investors of the Corporation, and any other responsibilities assigned to the Executive by the Board that are consistent with his title and position. In this position, the Executive shall devote his best efforts, attention and energies to the business and affairs of the Corporation. Executive shall perform his duties and responsibilities to the Corporation to the best of his abilities in a diligent, trustworthy, and businesslike manner. In the performance of his duties hereunder, Executive shall at all times report and be subject to the lawful direction of the Board and perform his duties hereunder subject to and in accordance with the resolutions or any other determinations of the Board, the by-laws of the Corporation, as from time to time in effect (consistent with his title and position as Chairman of the Board, Chief Executive Officer, or both) and any Executive Manual applicable to all Executives of the Corporation. (c) The duties During the Employment Period, Executive shall spend 75% of Employee shall be those assigned to Employee by his full business time in the Chief Executive Officer or the Chairman performance of the Board of Directors. Employee acknowledges that his duties under this Agreement. Executive may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directorsalso hold executive positions at other unrelated entities. (d) Excluding periods Upon request, Executive shall make application for, and submit to any examination as may be reasonably requested by, the Board in order to obtain key-man or other insurance on the life of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during Executive for the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t benefit of the Company, without prior written permission from Corporation as the Company. Notwithstanding Board shall direct provided that the foregoing, Employee may serve results of such examination shall have no bearing on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Companyhis continued employment hereunder. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts Corporation will obtain and maintain such records “Directors and Officer” insurance coverage for the Executive in his position as required by Company policy. All requests for reimbursement Chairman of reasonable business expenses shall be reviewed by the Board and Chief Executive Officer to ensure that such expenses constitute ordinary is at all times in an amount and necessary business expenses with coverage appropriate for officers and directors of the CompanyCorporation. Such insurance may offset the Corporation’s indemnification obligations to Executive under its certificate of incorporation and bylaws, which obligations are set forth in Exhibit A hereto. The Corporation’s indemnification obligations to Executive may not be diminished by future amendments to its certificate of incorporation or bylaws.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, Employee Executive shall serve as the Executive Vice President – Business Development of Parent, the Company and their Subsidiaries (as defined below) and shall have the normal duties, responsibilities, and authority of an executive serving in such position subject to the direction of Parent’s Chief Executive Officer and Parent’s board of directors (the “Board”). (b) Executive shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Parent’s Chief Executive Officer or the Chairman of and the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his best efforts and full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to his responsibilities as described herein the business and affairs of Parent, the Company and their Subsidiaries. Executive shall perform such his duties, responsibilities faithfully and efficiently functions to Parent, the Company and their Subsidiaries hereunder in good faith and to the best of his abilitiesabilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiaries’ policies and procedures in all material respects. Employee will not work So long as an employee of any other person, business, Executive is employed by Parent or entity, including self-employment, while t of the Company, Executive shall not, without the prior written permission from consent of the Company. Notwithstanding the foregoingBoard (which consent shall not be unreasonably withheld), Employee accept other employment or perform other services for compensation; provided, that Executive may (i) serve on corporateas an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic or charitable boards or committees organizations so long as such activities do not materially interfere with the performance Executive’s services and obligations hereunder, and (ii) make and manage personal investments of Employee's duties his choice so long as such activities do not materially interfere with Executive’s services and responsibilities for the Companyobligations hereunder. (ec) The Company Executive shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with perform his duties hereunder at the Company's business’s office in King of Prussia, and Employee Pennsylvania. It is understood that Executive shall keep undertake such receipts and maintain such records business travel as reasonably required by Parent or the Company policy. All requests for reimbursement to perform his duties and responsibilities. (d) For purposes of reasonable business expenses this Agreement, “Subsidiaries” shall be reviewed by mean any corporation or other entity of which the Chief Executive Officer securities or other ownership interests having the voting power to ensure that such expenses constitute ordinary and necessary business expenses elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company., directly or through one of more Subsidiaries

Position and Duties. (a) Pursuant During the Employment Term, the Employee shall serve as Chief Executive Officer and President. The Employee shall have such duties, functions, responsibilities, and authority as are from time to time delegated to the Bylaws of the Company, Employee by the Board of Directors of the Company has elected Employee as Vice-(the “Board”) or are otherwise consistent with the duties, responsibilities and authority of the executive office held by the Employee; provided that with respect to any specifically delegated duties, functions, responsibilities and authority, such duties, functions, responsibilities, and authority are reasonable and customary for a person serving in the office/position of a public company comparable to the Company. The Chief Executive Officer and President shall report and be accountable to the Board of Directors of the Company. (b) During the Employment PeriodTerm, the Employee shall report will: (i) devote substantially all of his time during normal business hours to the Board of Directors business of the Company. Employee's services will be performed at , fulfill his duties and obligations under this Agreement and use his best efforts, judgment and energy to perform, improve and advance the location designated business and interests of the Company in a manner consistent with the duties of his position; provided however that Employee is not prevented from serving as a member of the board of directors of a corporation if the Company determines that such membership is not adverse to its interests; (ii) not engage in any business activities that are directly or indirectly competitive with any business conducted by the Board Company or any of Directorsits subsidiaries or affiliates; (iii) observe and carry out such reasonable rules, regulations, policies, directions and restrictions as may be established from time to time by the Board, including but not limited to, the standard policies and procedures of the Company as in effect from time to time; and (iv) do such traveling as may be required in connection with the performance of such duties and responsibilities. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time this Agreement contains a non-disclosure of proprietary information and non-competition provisions, and the Employee agrees to time comply with these provisions. The Employee understands that entering into and he further acknowledges that complying with these provisions is a condition to the Employee’s continued employment with the Company retains and that failure to comply with the flexibility to assign various types terms of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directorsthese provisions may result in immediate termination from employment. (d) Excluding periods of vacation and sick leave to which In connection with the Employee’s employment by the Company under this Agreement, the Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during shall be based at the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t principal executive offices of the CompanyCompany in San Antonio, without prior written permission from Texas, except for such reasonable travel as the Companyperformance of the Employee’s duties in the business of the Company may require. Notwithstanding the foregoing, Employee the Board may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with in its reasonable discretion determine to relocate the performance principal offices of Employee's duties and responsibilities the Company for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and any necessary business expenses purpose and doing so shall not be a breach of the Companythis Agreement.

Position and Duties. (a) Pursuant From the Effective Date and until the third anniversary thereof (the “CEO Term”), the Executive shall serve as the Chief Executive Officer of NMG and Parent. In such capacity, the Executive, subject to the Bylaws ultimate control and direction of the Company, Board and the Board of Directors of Parent (“Parent Board”), shall have and exercise direct charge of and general supervision over the Company has elected Employee business and affairs of NMG. In addition, the Executive shall have such other duties, functions, responsibilities, and authority as Vice-President are from time to time delegated to the Executive by the Board; provided, however, that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving in the same or similar capacity of an enterprise comparable to NMG. The Executive shall report and be accountable to the Board and the Parent Board. The Executive and NMG acknowledge that one purpose of this Agreement is to provide for a smooth and orderly transition to a new chief executive officer in the future. Accordingly, during the CEO Term the Executive agrees to work with reasonable diligence to identify a successor to the position of Chief Executive Officer of NMG and Parent. Nothing in this Agreement, however, prohibits the Board from undertaking its own search for a successor to the positions. During the Employment Term, the Executive shall serve as a member of the CompanyBoard and shall be appointed to the Parent Board and any other entity substantially all of whose assets consist of NMG capital stock. (b) During From the third anniversary of the Effective Date until the end of the Employment PeriodTerm (the “Subsequent Term”), Employee the Executive shall report to serve as the Chairman of the Board of Directors of the Company. Employee's services will be performed at the location designated and shall have such duties as are assigned by the Board and customary for such position. During the Subsequent Term, the Executive shall be treated as an “executive officer” of DirectorsNMG solely for purposes of the Executive’s participation in employee benefit plans, programs or arrangements of NMG and not in connection with his duties as Chairman. (c) The During the CEO Term, the Executive shall devote his full time (and, during the Subsequent Term, the time necessary), skill, and attention and his best efforts to the business and affairs of NMG to the extent necessary to discharge fully, faithfully, and efficiently the duties of Employee shall be those and responsibilities delegated and assigned to Employee by the Chief Executive Officer in or pursuant to this Agreement, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. Notwithstanding the foregoing, the Executive may (i) subject to the approval of the Board, serve as a director or as a member of an advisory board of a noncompeting company, (ii) serve as an officer or director or otherwise participate in non-profit educational, welfare, social, religious and civil organizations, including, without limitation, all such positions and participation in effect as of the Effective Date, and (iii) manage personal and family investments; provided, however, that any such activities as described in (i), (ii) or (iii) of the preceding provisions of this paragraph do not significantly interfere with the performance and fulfillment of the Executive’s duties and responsibilities as an executive, or, if applicable, Chairman of the Board Board, of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of DirectorsNMG in accordance with this Agreement. (d) Excluding periods In connection with the Executive’s employment by NMG under this Agreement, the Executive shall be based at the principal executive offices of vacation and sick leave to which Employee is entitled NMG in Dallas, Texas, except for such reasonable travel as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's the Executive’s duties and responsibilities for in the Companybusiness of NMG may require. (e) The Company All services that the Executive may render to NMG or any of its Affiliates in any capacity during the Employment Term shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as be deemed to be services required by Company policy. All requests this Agreement and the consideration for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure such services is that such expenses constitute ordinary and necessary business expenses of the Companyprovided for in this Agreement.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (bi) During the Employment Period, Employee the Executive shall serve the Company as the chief executive officer of PNABO, with such duties and responsibilities as are consistent with such position, and shall report directly and exclusively to the Chief Executive Officer of the Company, provided that the Executive shall report to the Board from time to time as the Board may request. The Chief Executive Officer of Directors the Company shall approve all the Executive’s organization design decisions and the appointment of all executives who directly report to the Executive. Any changes to compensation and benefits arrangements covering any employees of PNABO shall be subject to approval by the Board or the appropriate officer of the Company. Employee's services will be performed at The Executive’s responsibilities shall include active participation in all senior executive team meetings and functions of the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee Company, as directed by the Chief Executive Officer or the Chairman of the Board of DirectorsCompany. Employee acknowledges The Executive shall also serve on a bottling operations advisory board that his duties may vary from time will be established to time guide the integration activities for the PAS and he further acknowledges that PBG businesses through at least the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf first anniversary of the Company or set salaries for any corporate employee without Effective Date and that will be headed by the prior approval Chief Executive Officer of the Board of DirectorsCompany. This advisory committee will meet at least every eight weeks for at least two hours per meeting. (dii) Excluding During the Employment Period, and excluding any periods of vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee the Executive agrees that during the Employment Period he shall to devote substantially all of his full business attention and time to his the business and affairs of the Company and its affiliated companies and, to the extent necessary to discharge the duties and responsibilities as described herein and shall assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform such responsibilities faithfully and efficiently such duties and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Companyresponsibilities. Notwithstanding the foregoing, Employee Executive may serve on corporate, civic or civic, industry and charitable boards or committees so long as and manage his personal investments and affairs; provided that such activities activities, either individually or collectively, do not materially interfere with the performance of Employee's his duties and responsibilities for hereunder; and, provided, further, that the Executive’s service on any corporate, civic, industry or charitable boards or committees other than those on which the Executive currently serves, which are set forth on Exhibit A, shall be subject to the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with ’s prior approval pursuant to the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer policy applicable to ensure that such expenses constitute ordinary and necessary business expenses senior executives of the Company.

Position and Duties. (a) Pursuant During the Employment Period, Executive shall serve as the Chief Executive Officer (“CEO”) of the Corporation and/or an executive of any subsidiary of the Corporation as may be designated by the Corporation and agreed upon by Executive from time to time (such subsidiaries, collectively, the “Group Companies” and, each and any of them, a “Group Company”) and shall have the normal duties, responsibilities and authority of an executive serving in such position subject to the Bylaws terms and conditions of the CompanyStockholders’ Agreement, the Bylaws, and the work rules and internal policies established by the Board, in good faith, from time to time. For so long as Executive holds the position of CEO, the Corporation shall use its good faith efforts to nominate Executive for election and re-election to the Board and to procure his election thereto at any applicable meeting of Directors shareholders held for the purpose of electing directors, and Executive agrees to serve on the Company has elected Employee Board. Executive agrees that, unless specifically addressed in writing by the Corporation’s parent entity, Executive’s separation from employment or termination as Vice-President of the CompanyCorporation’s CEO shall constitute his immediate and automatic resignation from the Board. (b) During the Employment Period, Employee Executive shall report solely to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of DirectorsBoard. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during During the Employment Period he Period, Executive shall devote his all of Executive’s reasonable best efforts and Executive’s full business time to his responsibilities as described herein and shall perform such responsibilities faithfully attention (except for permitted paid time off periods and efficiently and reasonable periods of illness or other incapacity) to the best of Business; provided, however, that Executive may (i) engage in charitable and civic activities, (ii) manage his abilities. Employee will not work as an employee of any other personpersonal and/or family finances and/or investments, business, or entity, including self-employment, while t and (iii) subject to the consent of the CompanyBoard, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporateany board of directors for other public or private companies, civic or charitable boards or committees in each case so long as such activities do not compete with the Business, create any conflict with the interest of any Group Company or materially interfere interfere, individually or in the aggregate, with the performance of Employee's his duties hereunder. (d) Executive shall perform Executive’s duties and responsibilities for to the Companybest of Executive’s abilities in a diligent, trustworthy, businesslike and efficient manner. (e) The Company During the Employment Period, Executive shall reimburse Employee for reasonable travelperform Executive’s duties and responsibilities principally at the Corporation’s headquarters in Denver, lodgingColorado area; provided, entertainment and other business expenses incurred by him however, that Executive acknowledges that he may from time to time be required to engage in travel in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement performance of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Companyhis duties hereunder.

Position and Duties. (a) Pursuant During the Employment Period, Executive shall serve as the Chief Executive Officer and President of the Company and shall have the customary duties, responsibilities, functions and authority as are commensurate with such position, subject to the Bylaws customary oversight and direction of the board of managers (the “Board”) of Holdings. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position as the Board may from time to time direct. During the Employment Period, but only while Executive serves as Chief Executive Officer of the Company, Executive shall be appointed to serve on the Board board of Directors directors of the Company has elected Employee as Vice-President and the Board. The Executive shall be covered by the directors’ and officers’ liability insurance policy maintained by the Company on a basis no less favorable than the directors and senior executive officers of the Company. (b) During the Employment Period, Employee Executive shall report solely and directly to the Board and shall devote his reasonable best efforts and full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and any of its Subsidiaries. All executive officers of the Company shall report to Executive. Executive shall perform his duties, responsibilities and functions for the Company and any of its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise be employed by or perform services for, any other person or entity without the prior written consent of the Board; provided that Executive (x) may continue to serve as a director of the Solar Energy Industries Association and (y) may serve as an officer or director of, or otherwise participate in, solely educational, welfare, social, religious and civic organizations, and shall inform the Board of Directors such participation. Executive may also serve on a for-profit board of directors with the prior written approval of the Company. Employee's services will be performed at the location designated by the Board of DirectorsBoard. (c) The duties For purposes of Employee this Agreement, “Subsidiaries” or “Subsidiary” shall be those assigned mean any corporation or other entity of which the securities or other ownership interests having the voting power to Employee by the Chief Executive Officer or the Chairman elect a majority of the Board board of Directors. Employee acknowledges that his duties may vary from directors or other governing body are, at the time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereofdetermination, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of owned by the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic directly or charitable boards or committees so long as such activities do not materially interfere with the performance through one of Employee's duties and responsibilities for the Companymore Subsidiaries. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant During the Employment Period, Executive shall serve as President and Chief Executive Officer of BHI and the Company and shall have the normal duties, responsibilities, and authority of an executive serving in such position, subject to the Bylaws power of the Board of Directors of BHI to provide oversight and direction with respect to such duties, responsibilities, and authority, either generally or in specific instances. (b) The Board of Directors of BHI shall take such action as may be necessary to appoint or elect Executive as a member of the Board of Directors of BHI and the Company as of the Effective Date. Thereafter, during Executive’s employment with the Company, the Board of Directors of BHI shall nominate Executive for re-election as a member of the Board of Directors of BHI and the Company has elected Employee at the expiration of Executive’s then-current term. Executive shall serve as Vice-President a member of the CompanyBoard of Directors of BHI and the Company and as an officer and director of any of BHI’s other subsidiaries without any compensation in addition to the compensation provided for in this Agreement. (bc) During the Employment Period, Employee Executive shall devote Executive’s reasonable best efforts and Executive’s full professional time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of BHI and the Company and their respective subsidiaries and affiliates. Executive shall perform Executive’s duties and responsibilities to the best of Executive’s abilities in a diligent, trustworthy and business-like manner. However, Executive may become a member of the board of directors of any other non-profit corporations, so long as doing so, in each instance, does not create a conflict of interest or interfere with Executive’s ability to execute Executive’s responsibilities hereunder. (d) Executive shall principally perform Executive’s duties and responsibilities from the Company’s headquarter office as located on the Effective Date in the Atlanta, Georgia metropolitan area (the “Principal Office”), provided that Executive may be required to travel on Company business and Executive may, on a reasonable basis or at the direction of the Company, work remotely. (e) Executive, as the Chief Executive Officer of BHI, shall report to the Board of Directors of BHI and all other officers and employees of BHI and the rest of the Company Group shall report directly or indirectly to Executive; provided, however, consistent with such reporting relationships, certain of the Company. Employee's services will be performed at ’s employees, to the location designated extent required by applicable law or regulation or to the extent required by professional responsibility, nevertheless may provide information directly to the Board of Directors. (c) The duties Directors of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time both BHI and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant During the Employment Period, Executive shall serve as the Chief Executive Officer of the Company and shall have the normal duties, responsibilities, functions and authority of the Chief Executive Officer, subject to the Bylaws power and authority of the Company, the Board of Directors of the Company has elected Employee as Vice-President (the “Board”) to expand or limit such duties, responsibilities, functions and authority within the scope of duties, responsibilities, functions and authority associated with the position of Chief Executive Officer and to overrule actions of officers of the Company. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position as the Board may from time to time direct. (b) During the Employment Period, Employee Executive shall report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of Directors illness or other incapacity) exclusively to the business and affairs of the Company and its Subsidiaries. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the Board, accept other employment or perform other services for compensation or sit on more than the two company board of directors that he currently sits on (only one Directorship would be preferable), excluding KEMET Corporation, and not sit on more than two board of directors of a not-for-profit charitable organization. (This restriction does not apply to the board of directors of a majority or wholly owned subsidiary of the Company. Employee's services will be performed at the location designated by the Board of Directors). (c) The duties For purposes of Employee this Agreement, “Subsidiaries” shall be those assigned mean any corporation or other entity of which the securities or other ownership interests having the voting power to Employee by the Chief Executive Officer or the Chairman elect a majority of the Board board of Directors. Employee acknowledges that his duties may vary from directors or other governing body are, at the time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereofdetermination, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of owned by the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic directly or charitable boards through one or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Companymore Subsidiaries. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant The Corporation ▇▇▇▇▇▇ agrees to employ the Bylaws of Executive as Chief Executive Officer, and the CompanyExecutive hereby accepts such position and agrees to serve the Corporation in such capacity during the Term, as defined in Section 3 hereof. The Executive shall be based in Toronto, Ontario, Canada and have such duties and responsibilities as are consistent with the Executive’s position as set forth herein and as may be assigned by the Board of Directors of the Company has elected Employee as Vice-President Corporation (the “Board” or “Reporting Manager”) from time to time in accordance with the terms hereof. The Executive shall be subject to, and shall act in accordance with, all reasonable instructions and directions of the CompanyBoard and all policies and rules of the Corporation applicable to executive officers. (b) During the Employment PeriodTerm, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee agrees that during the Employment Period he Executive shall devote his full business time working time, energy and attention to the performance of his duties and responsibilities as described herein hereunder and shall perform such responsibilities faithfully diligently endeavor to promote the business and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t interests of the Company, without prior written permission from the CompanyCorporation. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do to the extent that it does not materially interfere with the performance of Employee's Executive’s duties hereunder or conflict with the Corporation’s interests, Executive may (i) with the prior consent of the Board, serve on the board of directors or equivalent body of up to one other company that is not a competitor of the Corporation; (ii) serve on the boards of directors or equivalent bodies of trade associations and/or charitable organizations; (iii) engage in charitable activities and responsibilities for community affairs; and (iv) manage his personal, financial, and legal affairs. It is understood and agreed that the CompanyExecutive can continue to serve on the Board of TD Bank. (ec) The Company As Chief Executive Officer, the Executive shall reimburse Employee for reasonable travel, lodging, entertainment perform such duties and other business expenses incurred exercise such powers pertaining to the management and operation of the Corporation and any subsidiaries and Affiliates of the Corporation as may be determined from time to time by him in connection the Board consistent with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses office of the CompanyExecutive.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (bi) During the Employment Period, Employee the Executive shall serve as Chief Executive Officer of the Company with the customary and usual authority, duties and responsibilities attendant to such position and any other duties that may reasonably be assigned by the Company’s Board of Directors (the “Board”) (taking into consideration that the Company has an Executive Chairman and Chief Operating Officer), and subject to such policies and procedures for coordinating and consulting with the Executive Chairman consistent with the foregoing as the Board, after consultation with the Executive, may adopt, from time to time. It is understood that a portion of the Executive’s duties and responsibilities contemplated above shall be provided to Morgans Group LLC (the “Operating Company”). The Executive shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of DirectorsBoard. (cii) The duties of Employee shall be those assigned to Employee by During the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time Employment Period, and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee the Executive is entitled as set forth in entitled, the Executive agrees to devote substantially all of the Executive’s business time, attention and energies to the performance of the duties so that Executive can perform the duties contemplated by Section 3(d) hereof2(a)(i), Employee agrees that during the Employment Period he shall devote his full business time and to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently duties faithfully, diligently and to the best of his abilitiesthe Executive’s abilities and subject to such laws, rules, regulations and policies from time to time applicable to the Company’s executives. Employee will Notwithstanding the above, Executive shall be entitled to attend to personal and family affairs and investments, be involved in not work for profit, charitable and professional activities and, with the Board’s prior consent, serve on boards of other organizations, provided that all of the foregoing does not, in the aggregate, materially interfere with Executive’s responsibilities hereunder. (iii) During the Employment Period, (i) the Executive agrees to continue to serve as an employee of any other person, business, or entity, including self-employment, while t a director of the Company, without prior written permission from ; and (ii) the Company. Notwithstanding Company agrees that the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses Executive shall be reviewed by nominated for election as a director of the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses Company at each annual meeting of the Company’s stockholders or other meeting of the Company’s stockholders at which directors are elected and be nominated as a member of the investment committee of the Board of Directors. Any failure by the Board to nominate the Executive for election as a director of the Company in accordance with clause (ii) above or failure to be elected to the Board or to the investment committee shall constitute Good Reason for the Executive to terminate his employment in accordance with Section 3(c) of this Agreement.

Position and Duties. (a) Pursuant to During the Bylaws Employment Period, Executive shall serve as Executive Vice President and Chief Financial Officer of the Company. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its affiliates (the “Company Group”) as are consistent with Executive’s position and the by-laws of the Company and as the Chief Executive Officer (“CEO”) may from time to time reasonably direct. Executive shall also serve for no additional compensation or remuneration as an officer or director of such subsidiaries of the Company as may from time to time be designated by the CEO or the Board of Directors of the Company has elected Employee as Vice-President of (the Company“Board”). (b) During the Employment Period, Employee Executive shall report to the Board CEO and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of Directors illness or other incapacity) to the business and affairs of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee Executive shall be those assigned perform his duties, responsibilities and functions to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and hereunder to the best of his abilitiesabilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s policies and procedures in all material respects. Employee will In performing his duties and exercising his authority under this Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and shall support and cooperate with the Company’s efforts to operate in conformity with the business and strategic plans approved by the Board. During the Employment Period, Executive shall not work serve as an employee of officer or director of, or otherwise perform services for compensation for, any other person, business, or entity, including self-employment, while t entity without the prior written consent of the Company, without prior written permission from the CompanyBoard which shall not be unreasonably withheld. Notwithstanding the foregoing, Employee Executive may serve on corporateas an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic or charitable boards or committees organizations so long as such activities do not materially interfere with the Executive’s regular performance of Employee's duties and responsibilities for the Company. hereunder in any material respect. Nothing contained herein shall preclude Executive from (ei) The Company engaging in charitable and community activities, (ii) participating in industry and trade organization activities, and (iii) managing his and his family’s personal investments and affairs; provided, that Executive shall reimburse Employee for reasonable travelnot have any ownership interest (of record or beneficial) in any firm, lodgingcorporation, entertainment and partnership, proprietorship or other business expenses incurred by him in connection that competes directly with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests ’s ▇▇▇▇▇▇▇-Tropsch business except for reimbursement (x) an investment of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses not more than 1.0% of the Companyoutstanding securities of a company traded on a public securities exchange or (y) investments made through public mutual funds.

Position and Duties. (a) Pursuant to During the Bylaws first two (2) years of the Initial Period, the Executive shall serve as President and Chief Executive Officer of the Company and thereafter, until the end of the Employment Period, the Executive shall serve as Chairman of the Board of Directors, President and Chief Executive Officer of the Company; in each case with such duties and responsibilities as are customarily assigned to such positions, and such other duties and responsibilities not inconsistent therewith as may from time to time be assigned to him by the Board of Directors of the Company has elected Employee (the "Board"). The Executive also shall continue to serve as Vice-President a member of the CompanyBoard following the Effective Time, and the Board shall propose the Executive for re-election to the Board throughout the Employment Period. (b) In addition to the responsibilities designated in paragraph (a) of Section 2 above, during the three-year period following the Effective Time, the Executive shall be entitled to serve as the Chief Executive Officer of each entity which during such period is a subsidiary of the Company and the Company shall cause the Executive to be appointed or elected as the Chief Executive Officer of each such subsidiary. In his capacity as the Chief Executive Officer of said subsidiaries, the Executive shall have such duties and responsibilities as are customarily assigned to such position, and such other duties and responsibilities not inconsistent therewith as may from time to time be assigned to him by the Board of Directors of each such subsidiary. During the Employment Period, the Executive also shall serve as a member of the Board of Directors of each of the Company's subsidiaries and the Company shall cause the Executive to be appointed, elected or re-elected as such a director. (c) During the Employment Period, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee agrees that during the Employment Period he Executive shall devote his full reasonable attention and time during normal business time hours to his the business and affairs of the Company and its affiliates and, to the extent necessary to discharge the responsibilities as described herein and shall perform assigned to the Executive under this Agreement, use the Executive's reasonable best efforts to carry out such responsibilities faithfully and efficiently and to the best of his abilitiesefficiently. Employee will It shall not work as an employee of any other person, business, or entity, including self-employment, while t be considered a violation of the Company, without prior written permission from foregoing for the Company. Notwithstanding the foregoing, Employee may Executive to serve on corporate, industry, civic or charitable boards or committees committees, so long as such activities do not materially significantly interfere with the performance of Employeethe Executive's duties responsibilities as an employee of the Company and responsibilities for the Companyits affiliates in accordance with this Agreement. (ed) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses headquarters shall be reviewed by located in Madison, Wisconsin and the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses shall reside in the general area of Madison, Wisconsin. During the CompanyEmployment Period, the Company also will provide the Executive with a furnished apartment in the Cedar Rapids, Iowa area.

Position and Duties. (a) Pursuant UniCapital and the Company hereby employ Employee as the President and Chief Executive Officer of each of the Company and the "Big Ticket Leasing Division" of UniCapital. As such, Employee shall have responsibilities, duties and authority reasonably accorded to and expected of the President and Chief Executive Officer of the Company and the Big Ticket Leasing Division and will report directly to the Bylaws of the Company, Chief Executive Officer and the Board of Directors (the "Board") of UniCapital. For purposes of this Agreement only (and specifically not for any purpose under the Purchase Agreement, including Section 2.5 of the Company has elected Employee as Vice-President Purchase Agreement), the term "Big Ticket Leasing Division" means the subsidiaries or other business units of UniCapital that conduct the Company. (b) During the Employment Periodbusiness of leasing and financing of airplanes, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges boats, satellites, railroads, and other assets that his duties may vary are defined from time to time and he further acknowledges that by the Company retains the flexibility to assign various types of duties to EmployeeBoard as appropriate for inclusion in its Big Ticket Leasing Division. Employee does not have hereby accepts this employment upon the authority terms and conditions herein contained and agrees to enter into any contracts on behalf devote all of his professional time, attention, and efforts to promote and further the business of the Company or set salaries for and the Big Ticket Leasing Division, provided, however, that Employee shall be permitted to devote any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and necessary to the best activities identified on Exhibit A hereto. The Employee shall be permitted, to the extent that such activities do not interfere with or detract from the Employee's performance of his abilities. Employee will not work as an employee of any other personduties and responsibilities hereunder, businessto (i) manage the Employee's personal, or entityfinancial and legal affairs, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may and (ii) serve on corporate, civic or charitable boards or committees so long as unless the Board or Chief Executive Officer of UniCapital reasonably determines that such activities do service in any instance would be inimical to or otherwise not materially interfere with in the best interests of the Companies. In furtherance of the performance of his duties hereunder, but not in limitation of the Employee's duties reasonability to perform such duties, the Employee shall be provided with reasonable administrative and responsibilities technical support consistent with his position and with the Companies' ordinary practices for the Company. (e) The Company assignment of personnel. Employee shall reimburse Employee for reasonable travelfaithfully adhere to, lodging, entertainment and other business expenses incurred by him in connection with the Company's businessexecute, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed fulfill all policies established by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the CompanyCompanies.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (bi) During the Employment Period, Employee the Executive shall report to serve as President of Sunstone and the Operating Partnership and shall perform such employment duties as are usual and customary for such positions and such other duties as the Board of Directors of Sunstone (the Company“Board”) shall from time to time reasonably assign to the Executive. Employee's services No sooner than January 1, 2009, and no later than July 1, 2009, and subject to the terms and conditions of this Agreement, Executive will be performed at appointed to serve as Chief Executive Officer of Sunstone and the location designated Operating Partnership. The date of such appointment will be determined by the Board. Subject to any required stockholder vote, the Executive shall also serve as a member of the Board during the Employment Period. Prior to the Executive’s appointment as Chief Executive Officer of Directors. (c) The duties of Employee Sunstone and the Operating Partnership, the Executive shall be those assigned report directly to Employee by the Chief Executive Officer or of Sunstone and the Chairman Operating Partnership. Following the Executive’s appointment as Chief Executive Officer of Sunstone and the Board of Directors. Employee acknowledges that his duties may vary from time Operating Partnership, the Executive shall report directly to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of DirectorsBoard. (dii) Excluding During the Employment Period, and excluding any periods of vacation and sick leave to which Employee the Executive is entitled as set forth entitled, the Executive agrees to devote substantially all of his business time, energy, skill and best efforts to the performance of his duties hereunder in Section 3(d) hereof, Employee agrees a manner that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities will faithfully and efficiently diligently further the business and to the best interests of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may during the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees consistent with the Company’s conflicts of interests policies and corporate governance guidelines in effect from time to time, (B) deliver lectures or fulfill speaking engagements or (C) manage his personal investments, so long as such activities do not materially interfere with the performance of Employee's duties and the Executive’s responsibilities for as an executive officer of the Company. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date and fully disclosed in writing and agreed to by the Company in writing, the continued conduct of such activities subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, however, that no such activity shall be permitted that violates any written non-competition agreement between the parties or prevents the Executive from devoting substantially all of his business time to the fulfillment of his duties hereunder. (eiii) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other Executive agrees that he will not take personal advantage of any business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed opportunity that arises during his employment by the Chief Company and which may be of benefit to the Company unless all material facts regarding such opportunity are promptly reported by the Executive Officer to ensure that such expenses constitute ordinary the Board for consideration by the Company and necessary business expenses the disinterested members of the CompanyBoard determine to reject the opportunity and to authorize the Executive’s participation therein.

Position and Duties. (a) Pursuant to During the Bylaws Initial Period, the Executive shall serve as the President and Chief Operating Officer of the Company. During the Interim Period, the Board of Directors Executive shall serve as the Chief Executive Officer of the Company has and during the Final Period the Executive shall serve as both the Chief Executive Officer of the Company and as Chairman of the Board; in each case with such duties and responsibilities as are customarily assigned to such positions, and such other duties and responsibilities not inconsistent therewith as may from time to time be assigned to him by the Board. The Board shall appoint the Executive to the positions specified above at the times specified above throughout the Employment Period. During the Employment Period, the Company shall cause the Executive to be included in the slate of persons nominated to serve as directors on the Board and shall use its best efforts (including, without limitation, the solicitation of proxies) to have the Executive elected Employee as Vice-President and reelected to the Board for the duration of the Employment Period. The Executive shall be a member of the Company's Executive Committee at all times during the Employment Period. (b) During the Employment Period, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee agrees that during the Employment Period he Executive shall devote his full reasonable attention and time during normal business time hours to his the business and affairs of the Company and, to the extent necessary to discharge the responsibilities as described herein and shall perform assigned to the Executive under this Agreement, use the Executive's reasonable best efforts to carry out such responsibilities faithfully and efficiently and to the best of his abilitiesefficiently. Employee will It shall not work as an employee of any other person, business, or entity, including self-employment, while t be considered a violation of the Company, without prior written permission from foregoing for the Company. Notwithstanding the foregoing, Employee may Executive to serve on corporate, industry, civic or charitable boards or committees committees, so long as such activities do not materially significantly interfere with the performance of Employeethe Executive's duties responsibilities as an employee of the Company in accordance with this Agreement, provided that the Executive may continue to participate and responsibilities for engage in activities not associated with the CompanyCompany consistent with the Executive's past practices at BKB. (ec) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's businessheadquarters shall be located in Boston, Massachusetts, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses the Executive shall be reviewed by based and reside in the Chief general area of Boston, except for such reasonable travel obligations as do not materially exceed the Executive's travel obligations immediately prior to the Effective Date. (d) Effective as of the Effective Date, the Company and the Executive Officer to ensure that such expenses constitute ordinary shall enter into an agreement concerning the Executive's rights and necessary business expenses duties in the event of a "change in control" of the Company, which shall be the same in form and substance as that of the Initial CEO. Any benefits to which the Executive becomes entitled under such agreement shall not be in addition to, but shall be reduced by, the Severance Payments, as defined in Section 6.1 of the Prior Agreement and as referred to in Section 5(a)(i)(A).

Position and Duties. (a) Pursuant During the Employment Term (as defined in Section 2 hereof), the Executive shall serve as the Chief Executive Officer of the Company. In this capacity, the Executive shall have the duties, authorities and responsibilities as are required by the Executive’s position, and such other duties, authorities and responsibilities as the board of directors of Parent (the “Board”) shall designate from time to time that are not inconsistent with the Executive’s position as Chief Executive Officer of the Company. During the Employment Term, the Executive shall devote all of the Executive’s business time, energy, business judgment, and knowledge to the Bylaws performance of the Executive’s duties with the Company; provided that the foregoing shall not prevent the Executive from (i) with the prior written approval of the Board, serving on the boards of directors of other business organizations (provided that the Executive’s continued services as an independent director of Ameritas Holding Company and as an advisory board member of The Institutes, Georgia Tech ▇▇▇, Northwestern University and IT Program, respectively, is hereby consented to and shall not require any additional written approval from the Board), (ii) participating in charitable, civic, educational, professional, community or industry affairs, and (iii) managing the Executive’s passive personal investments, in each case so long as such activities in the aggregate do not, individually or in the aggregate, interfere or conflict with the Executive’s duties hereunder or create a fiduciary conflict. The Executive shall report directly to the Board. The Executive shall report into the Company’s offices in Chicago, Illinois, provided that the Executive shall be permitted to work remotely from the Executive’s home office in Atlanta, Georgia, and shall be required to travel to the Company’s office in Chicago, Illinois, and to such other locations as may be required from time to time for business purposes. (b) Effective as of the Commencement Date, the Executive shall serve as a member of the Board. For so long as the Executive remains the Chief Executive Officer of the Company, the Board of Directors will nominate the Executive for re-election as a member of the Company has elected Employee as Vice-President Board. Upon termination of the Company. (b) During the Employment Period, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries Executive’s employment for any corporate employee without reason and unless otherwise agreed between the prior approval of the Board of Directors. (d) Excluding periods of vacation Executive and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission the Executive will be deemed to have immediately resigned from the Company. Notwithstanding Board and the foregoing, Employee Executive will take such further actions as may serve on corporate, civic be necessary or charitable boards or committees so long as desirable to effectuate such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Companyresignation. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant During the Employment Period, Executive shall serve as Chief Financial Officer of BHI and the Company and shall have the normal duties, responsibilities and authority of an executive serving in such position, subject to the Bylaws power of the Chief Executive Officer of BHI to provide oversight and direction with respect to such duties, responsibilities and authority, either generally or in specific instances. (b) The Board of Directors of the Company shall take such action as may be necessary to appoint or elect Executive as a member of the Board of Directors of the Company as of the Effective Date. Thereafter, during Executive’s employment with the Company, the Board of Directors of the Company has elected Employee shall nominate Executive for re-election as Vice-President a member of the CompanyBoard of Directors of the Company at the expiration of Executive’s then-current term. Executive shall serve as a member of the Board of Directors of the Company and as an officer and director of any of BHI’s other subsidiaries without any compensation in addition to the compensation provided for in this Agreement. (bc) During the Employment Period, Employee Executive shall devote Executive’s reasonable best efforts and Executive’s full professional time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of BHI and the Company and its respective subsidiaries and affiliates. Executive shall perform Executive’s duties and responsibilities to the best of Executive’s abilities in a diligent, trustworthy and business-like manner. However, Executive may continue to serve as a member of the board of directors of the non-profit corporations on which she serves on the Effective Date and may become a member of the board of directors of any other non-profit corporations. (d) Executive shall perform Executive’s duties and responsibilities from the Company’s headquarters office as located on the Effective Date in the Atlanta, Georgia metropolitan area (the “Principal Office”). (e) Executive as the Chief Financial Officer of BHI shall report to the Chief Executive Officer of BHI; provided, however, consistent with such reporting relationships, Executive, to the extent required by applicable law or regulation or to the extent required by professional responsibility, nevertheless may provide information directly to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of DirectorsBHI. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant to During the Bylaws Term, the Executive shall serve as the Chief Executive Officer of the Company and as a member the Company, the 's Board of Directors (the "Board"), in each case with such duties and responsibilities as are customarily assigned to these positions, and such other duties and responsibilities not inconsistent therewith as may from time to time be assigned to him by the Board. During the Term, the Executive shall report to the Chairman of the Board (the "Chairman"), and except as set forth in the next succeeding sentence, all Company functions shall report, directly or indirectly, to the Executive, including: Commercial Operations and Technical Operations, Product Development and Clinical Research, Program Management and Regulatory Affairs, Business Development, Information Technology, Investor Relations, Finance, Human Resources, Legal and Governmental Affairs. Notwithstanding the foregoing, the Discovery Research, Venture Investing, Public Policy and Public Relations, Corporate Strategy and Portfolio Management and Strategic Initiatives functions of the Company has elected Employee shall instead report, directly or indirectly, to the Chairman. During the Term, the Company shall cause the Executive to be included in the slate of persons nominated to serve as Vice-President members of the CompanyBoard and shall use its best efforts (including, without limitation, the solicitation of proxies) to have the Executive elected and reelected to the Board. (b) During the Employment PeriodTerm, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee agrees that during the Employment Period he Executive shall devote his full business attention and time to his responsibilities as described herein the business and affairs of the Company and shall perform such use all reasonable efforts to carry out his responsibilities faithfully and efficiently and efficiently. However, the Executive may, subject to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t prior approval of the CompanyBoard, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporateup to three for-profit corporate boards and such industry, civic or charitable boards or committees as Executive may determine, so long as such these activities do not materially interfere with the performance of Employeethe Executive's duties and responsibilities for to the Company. For purposes of the immediately preceding sentence, the Executive's service on the Boards of Rensselaer Polytechnic Institute, the Biotechnology Industry Organization, the Pharmaceutical Research and Manufacturers of America and as Co-Chair of Cambridge Family and Children's Service Capital Campaign Steering Committee shall be deemed approved by the Board as of the Effective Time. (ec) The Company During the Term, the Executive shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with be based at the Company's businessprincipal executive offices in the Boston, and Employee shall keep such receipts and maintain such records as Massachusetts metropolitan area, except for travel reasonably required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses performance of the CompanyExecutive's duties hereunder.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, Employee shall report to the Board of Directors you will serve as Chief Science Officer of the Company. Employee's services Company (the “CSO”) and will be performed at have the location designated by the Board usual and customary duties, responsibilities and authority of Directors. (c) The a person in such position and such other duties of Employee shall be those assigned to Employee you by the Chief Executive Officer of the Company (the “CEO”) which are consistent with your position as CSO as you have performed in such position in the past and to the Effective Date. You will report directly to the CEO. You will devote your full working time, efforts and attention to, and diligently and conscientiously perform the duties of, such position. In addition to performing such duties for the Company, you may be required to perform similar duties for the Company’s existing subsidiaries or affiliates, and/or any subsidiaries and/or affiliates which may be formed or acquired from time to time including, but not limited to, Tyme Inc., a Delaware corporation (such subsidiaries and/or affiliates, including subsidiaries formed after the date hereof, shall be referred to as the “Affiliates”). You will be free to work on a remote basis. For the avoidance of doubt, you will remain as a member of the Board of Directors (the “Board”) and Chairman of the Board effective as of the Effective Date, and the Company shall cause you to be nominated as a member of the Board at each annual meeting of stockholders of the Company during the Employment Period at which your Board seat is up for re-election (and, to the extent the Company solicits proxies for an annual meeting at which you are up for election, to solicit proxies for your election to the Board at such meeting) and shall use all reasonable efforts to have you appointed as the Chairman of the Board of Directorsthroughout the Employment Period. Employee acknowledges Notwithstanding the above, the principal place that his duties may vary from time to time and he further acknowledges that you will perform your services for the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directorsshall be consistent with your past practices. (db) Excluding periods In connection with the COVID-19 pandemic, as part of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during your duties you will be the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t project manager of the Company, without prior written permission from ’s TYME-19 proof-of-concept trial (RESPOnD) until the Companyinitiation of a Phase II clinical trial studying TYME-19. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.2421587v6 ACTIVE.125457275.14

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, Employee Executive shall serve as the Chief Financial Officer and the Chief Operating Officer of Publishing and shall have the normal duties, responsibilities and authority implied by such positions. Executive shall hold similar positions with the Company and Ziff ▇▇▇▇▇ Media Inc. ("Media") as well as any entity controlled by the Company which the Board determines to be a key affiliate, and Executive shall have the right to serve in the same positions with respect to all other Affiliates controlled by the Company except to the extent (i) the Company's Chief Executive Officer approves the election of another person to any such position, or (ii) applicable law precludes Executive from holding such positions in a foreign entity, provided that Executive shall not be entitled to any additional compensation for serving in such positions. So long as Executive remains employed in such positions with Publishing, the Company, Media and each of such key Affiliates, Executive shall be deemed to be "Employed by the Company" for purposes hereof, and if Executive ceases for any reason to be employed in such positions with any of such entities, Executive will be deemed to be no longer "Employed by the Company", and his "Company Employment " shall be deemed to have ceased or terminated. For the avoidance of doubt, Executive will be deemed to have resigned from "Company Employment " if Executive resigns from such positions with Publishing, the Company, Media or any of such key Affiliates. (b) Executive shall report directly to the Board of Directors Chief Executive Officer of the Company. Employee's services will be performed at Company and shall devote his best efforts and substantially all of his business time and attention (except for vacation periods contemplated hereby, periods of illness or other incapacity, reasonable time spent with respect to civic and charitable activities, service on the location designated boards of directors of other companies as approved by the Board of Directors. (c) The the Company, provided that none of such activities shall interfere with Executive's duties to Publishing, and other permitted absences, if any, for which senior executive employees of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary Publishing are generally eligible from time to time under Publishing's policies) to the business and he further acknowledges that the Company retains the flexibility to assign various types affairs of duties to EmployeePublishing and its Affiliates. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and Executive shall perform such Executive's duties and responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other personExecutive's abilities in a diligent, businesstrustworthy, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties businesslike and responsibilities for the Companyefficient manner. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (bi) During the Employment Period, Employee the Executive shall report serve as Chief Executive Officer, Heritage Brands, and Vice Chairman, PVH, with such duties and responsibilities as shall from time to time be assigned to him and as are consistent and commensurate with his titles and positions, which, without limiting the Board of Directors generality of the Companyforegoing, shall include the continuation of overall management of the North America wholesale customer relationships, as well as working on corporate strategic initiatives; provided, however, that on or after February 3, 2020, the Company may, in its discretion, choose to modify the Executive’s titles, duties and responsibilities so as to enable the Executive to focus on the smooth transition of his duties as of the end of the Term. Employee's The Executive’s services will shall be performed at the Company’s headquarters in New York, New York or such other location designated by as may be mutually agreed between the Board of Directors.Company and the Executive, except for travel, and visits to Company offices and facilities worldwide, reasonably required to attend to the Company’s business.. (cii) The duties of Employee shall be those assigned to Employee by During the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time Employment Period, and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee the Executive is entitled as set forth entitled, the Executive agrees to devote substantially all of his business attention and time (with business time determined in Section 3(daccordance with the Company’s usual and customary standards for its senior executives) hereofto the business and affairs of the Company and, Employee agrees that during to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform faithfully and conscientiously such responsibilities. During the Employment Period he Period, the Executive shall devote his full business time be entitled to his responsibilities serve as described herein a member of the board of directors of a reasonable number of other companies, to serve on civic and shall perform such responsibilities faithfully and efficiently charitable boards and to manage his personal and family investments, in each case, to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as extent such activities do not materially interfere interfere, in the reasonable judgment of the Company’s Board of Directors (which, for purposes of this Agreement, includes any committee thereof, unless the context requires otherwise (the “Board”)), with the performance of Employee's his duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection are otherwise consistent with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company’s governance policies.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, Employee shall serve as President and Chief Executive Officer of Holdings and GES. Employee shall report directly to the Board Boards of Directors of Holdings and GES. (b) Employee shall be responsible for the Company. Employee's services will be performed at operation and performance of the location designated by Company and shall have the Board responsibilities and carry out the customary functions of Directorsa President and Chief Executive Officer. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that devote his duties may vary from time to best efforts and full business time and he further acknowledges that attention (except for reasonable amounts of time devoted to civic and charitable causes, permitted vacation periods and reasonable periods of illness or other incapacity) to the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf business and affairs of the Company or set salaries for any corporate employee without and its Subsidiaries. Employee shall perform his duties and responsibilities to the prior approval best of the Board of Directorshis abilities in a diligent, trustworthy, businesslike and efficient manner. (d) Excluding periods The President and Chief Executive Officer’s duties and responsibilities shall be those customary of vacation a President and sick leave to which Employee is entitled as set forth in Section 3(dChief Executive Officer including, but not limited to: (1) hereofplanning, Employee agrees that during developing and establishing the Employment Period he shall devote his full business time to his responsibilities as described herein policies and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t directives of the Company, without prior written permission from ; (2) maintaining the position as the top executive officer in the Company. Notwithstanding , reporting only to the foregoingBoards of Directors of Holdings and GES; (3) overseeing and developing organizational policies and coordinating divisions and departments; (4) overseeing the entire budget or all components of the budget of the Company; (5) directing and planning the formulation of financial programs to provide funding for new or continued operations; (6) overseeing and directing the planning and development of industrial, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with labor and public relations policies; and (7) overseeing and making decision concerning the performance day-to-day operations of Employee's duties and responsibilities for the Company. (e) The In the event the Board of Directors of Holdings (the “Board”) requires, upon a formal resolution duly adopted by the Board, that Employee personally guarantee any Company shall reimburse Employee loans, obligations or other indebtedness, purchase additional securities in the Company or make any other personal commitment for reasonable travelthe benefit of the Company outside the scope of the Employee’s employment hereunder, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses action shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses deemed a material diminution of the CompanyEmployee’ authority, duties and responsibilities.

Position and Duties. (ai) Pursuant to During the Bylaws Term, Employee shall serve as Senior Vice President — Human Resources of the Company. In so doing, the Board of Directors of the Company has elected Employee as Vice-President shall have such powers and duties (including holding officer positions with one or more Subsidiaries of the Company. (b) During as may be assigned from time to time by the Employment PeriodBoard, so long as such powers and duties are reasonable and customary for a senior vice president - human resources of an enterprise comparable to the Company. Employee shall report to the Board of Directors executive officer of the Company. Employee's services will be performed at Company to whom Employee currently reports or to such other executive officer of the location designated by Company as the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that determine after the Company retains date hereof (the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors“Reporting Officer”). (dii) Excluding During the Term, and excluding any periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereofentitled, Employee agrees to devote all of Employee’s business time to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to Employee hereunder, to (a) use Employee’s best efforts to perform diligently, faithfully, effectively and efficiently such responsibilities, (b) use Employee’s best efforts to promote the interests of the Company; (c) use Employee’s best efforts to maintain Employer’s status as a participating provider under the Medicare and Medicaid programs; and (d) perform such other duties appropriate for Employee’s position as the Board or the Reporting Officer may from time to time reasonably direct. (iii) Employee shall not engage, directly or indirectly, in any other business, investment, or activity that interferes with the performance of Employee’s duties under this Agreement, is contrary to the interests of the Company or requires any portion of Employee’s business time; provided, however, that during the Employment Period he Term, it shall devote his full business time not be a violation of this Agreement for Employee to his responsibilities as described herein and (1) serve on the board of directors (or similar governing body) of one or more other companies that do not engage in a Competing Business if the Board has provided prior approval (which shall perform not be unreasonably withheld) for such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other personservice, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may (2) serve on corporate, civic civic, charitable or charitable industry sector association boards or committees committees, (3) deliver lectures or fulfill speaking engagements and (4) manage personal investments, so long as such activities do not materially interfere with the performance of Employee's duties and ’s responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses an employee of the CompanyCompany in accordance with this Agreement.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, Employee Executive shall serve as Senior Vice President and Chief Financial Officer of the Company and shall have the normal duties, responsibilities, functions and authority of the Senior Vice President and Chief Financial Officer, subject to the power and authority of the Company’s Board of Directors (the “Company Board”) and the Parent’s Board of Directors (the “Parent Board” or the “Board”), in consultation with the Company’s Chief Executive Officer (the “Chief Executive Officer”), to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. During the Employment Period, Executive shall render to Parent and its Subsidiaries (as defined herein) administrative, financial and other executive and managerial services that are consistent with Executive’s position as the Board may from time to time direct. (b) Executive shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Executive Vice President and Chief Administrative Officer, and Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time and attention (except for vacation periods consistent with past practice and reasonable periods of illness or other incapacity) to the business and affairs of Parent and its Subsidiaries. In performing his responsibilities as described herein duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and shall perform such responsibilities faithfully support and efficiently cooperate with Parent’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the best of his abilitiesbusiness and strategic plans approved by the Board. Employee will not work So long as an employee of any other person, business, or entity, including self-employment, while t of Executive is employed by the Company, Executive shall not, without the prior written permission from consent of the CompanyExecutive Vice President and Chief Administrative Officer, perform other services for compensation. Notwithstanding Unless otherwise agreed by Executive, Executive’s place of work shall be in the foregoinggreater Attleboro, Employee may serve on corporateMassachusetts metropolitan area, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities except for the Companytravel reasonably required for Company business. (ec) The Company For purposes of this Agreement, “Subsidiaries” shall reimburse Employee for reasonable travel, lodging, entertainment and mean any corporation or other business expenses incurred by him in connection with entity of which the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by securities or other ownership interests having the Chief Executive Officer voting power to ensure that such expenses constitute ordinary and necessary business expenses elect a majority of the Companyboard of directors or other governing body are, at the time of determination, owned by Parent, directly or through one or more Subsidiaries.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, Employee the Executive shall continue to serve as Chief Financial Officer of the Company, and effective January 1, 2012, Chief Financial Officer of CapitalSource. In such capacities, prior to any Change in Control, the Executive shall report to the Board Chief Executive Officer of Directors the Company and to the Chief Executive Officer of CapitalSource, respectively. The Executive shall, at the Employer’s request, also serve in such other officer position(s) of any of the Company. Employee's services will be performed at the location designated ’s or Parent’s subsidiaries or affiliates, in each case without further compensation beyond that set forth in this Agreement and as a member of such management, executive, credit, disclosure and other committees as determined by the Board of Directors. (c) The duties of Employee Parent Board, the Bank Board, CapitalSource’s Chief Executive Officer and/or the Company’s Chief Executive Officer from time to time. During the Employment Period, the Executive shall be have the duties, responsibilities, powers and authority not inconsistent with those assigned set forth in the Employer’s or CapitalSource’s bylaws, as amended from time to Employee time, as determined from time to time by the Parent Board, the Bank Board, CapitalSource’s Chief Executive Officer or the Chairman Company’s Chief Executive Officer for the position of the Board of Directorschief financial officer. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he The Executive shall devote his the Executive’s reasonable best efforts and full business time to his responsibilities the performance of the Executive’s duties hereunder and the advancement of the business and affairs of the Employer and Parent; provided that the Executive shall be entitled to (i) serve as described herein a member of the board of directors of a reasonable number of other companies, (ii) to serve on civic, charitable, educational, religious, public interest or public service boards, and shall perform such responsibilities faithfully (iii) to manage the Executive’s personal and efficiently and family investments, in each case, to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as extent such activities do not materially interfere with the performance of Employee's the Executive’s duties and responsibilities hereunder. The Executive’s service as a member of the board of directors for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses a publicly traded company shall be reviewed by subject to the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses prior approval of the CompanyBank Board and Parent Board, which approvals shall not be unreasonably withheld.

Position and Duties. (a) Pursuant to the Bylaws The Executive shall serve as Chairman of the Company, the Board of Directors and Chief Executive Officer and as a director of the Company has elected Employee as Vice-President of and shall report directly to the Company. (b) Board. During the Employment Period, Employee shall report subject to the supervisory powers of the Board, the Executive shall have those powers and duties consistent with his position as Chairman of the Board and Chief Executive Officer, which powers shall in all cases include, without limitation, the power of Directors supervision and control over and responsibility for the general management and operation of the Company. Employee's services will be performed at The Executive agrees to devote substantially all his working time, attention and energies to the location designated by the Board performance of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding It shall not be a violation of this Agreement for the foregoing, Employee may Executive to (i) serve on corporate, civic or charitable boards or committees committees, (ii) give speeches and make media appearances to discuss matters of public interest and (iii) manage his personal investments, so long as such activities do not materially unreasonably interfere with the performance of Employeethe Executive's duties responsibilities as an officer of the Company in accordance with this Agreement. It is understood that the Executive has made a commitment to appear in various cities in the United States in connection with a book entitled Mean Business, of which he is a co-author, and responsibilities it shall not be a violation of this Agreement for the Company. Executive to make such appearances (e) the expenses relating to such appearances to be borne by the Executive). The Company shall reimburse Employee nominate the Executive as a director of the Company and shall use its best efforts to have the Executive elected and reelected to the Board for reasonable travelthe duration of the Employment Period. The Company shall also use its best efforts to cause three individuals, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed designated by the Chief Executive Officer to ensure that such expenses constitute ordinary be elected and necessary business expenses reelected as directors of the CompanyCompany for the duration of the Employment Period. In the event that any of such individuals fails to qualify or be elected (or, having been elected, resigns, is removed or fails to be re-elected) during the Employment Period, the Executive shall designate a successor reasonably acceptable to the Board and the Company shall nominate such person as a director and shall use its best efforts to cause such person to be elected and reelected.

Position and Duties. (a) Pursuant During the Employment Period, Executive shall serve as the Chief Executive Officer of the Company and BlueLinx Holdings Inc. ("BHI") and shall have the normal duties, responsibilities and authority of an executive serving in such position, subject to the Bylaws power of the Company, the Board of Directors of the Company has elected Employee (the "Company Board") and the Board of Directors of BHI (the "BHI Board"), to provide oversight and direction with respect to such duties, responsibilities and authority, either generally or in specific instances. The Executive also shall hold similar titles, offices and authority with BHI's direct and indirect subsidiaries, as Vice-President requested by the BHI Board from time to time, subject to the oversight and direction of the Companyrespective boards of directors of such entities. (b) During the Employment Period, Employee the Executive shall report be included in the management's slate for election as a member of the BHI Board. Subject, as required, to reelection by BHI's stockholders, Executive shall serve as a member of the BHI Board, with no additional remuneration payable to Executive for that service. Upon the Date of Termination, Executive shall, at the BHI Board's request, resign from the Board, the BHI Board of Directors and any other board or committee of the Company. Employee's services will be performed at the location designated by the Board , BHI or any of Directorstheir respective subsidiaries or affiliates. (c) The duties During the Employment Period, Executive shall devote Executive's reasonable best efforts and Executive's full professional time and attention (except for permitted vacation periods and reasonable periods of Employee shall be those assigned illness or other incapacity) to Employee by the Chief Executive Officer or the Chairman Business and affairs of the Board Company, BHI and their respective subsidiaries and affiliates. Executive shall perform Executive's duties and responsibilities to the best of DirectorsExecutive's abilities in a diligent, trustworthy and business-like manner. Employee acknowledges that During the Employment Period, Executive shall not serve as a director or a principal of another company or any charitable or civic organization without the Board's prior consent. Notwithstanding the foregoing, during the Employment Period, Executive may continue to serve on the board of directors of Consolidated Container Company and may also render charitable and civic services so long as such services do not materially interfere with Executive's ability to discharge his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directorshereunder. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and Executive shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of EmployeeExecutive's duties and responsibilities for with his principal office located in the CompanyAtlanta, Georgia metropolitan area. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant to The President shall have the Bylaws authority, duties, and responsibilities commensurate and consistent with such position and title and as designated by the CEO, the Compensation Committee of the Company, the Board of Directors (the “Compensation Committee”) and the Board of the Company has elected Employee Directors from time to time, including, without limitation, (a) budgeting, managing and controlling regional, departmental or office-specific expenditures, as Vice-President of the Company. applicable; (b) During planning, developing and implementing strategy for operational management and development so as to meet such performance plans, budgets and timescales as may be adopted by the Employment PeriodCEO, Employee the Compensation Committee or the Board of Directors; (c) establishing and maintaining appropriate systems for measuring key aspects of operational management and development; (d) monitoring, measuring and reporting on operational issues; (e) ensuring compliance with any relevant requirements for quality management, health and safety, legal stipulations, and general duties of care; (f) conducting timely performance reviews of all employees; (g) adjusting employees’ salaries, wages and bonuses on a timely basis; and (h) providing the Board of Directors and members of various committees with information for meetings and review in a timely manner. The President shall be one of the most senior executive officers of the Holding Company and will, subject to the supervision of the CEO, the Compensation Committee and the Board of Directors, have discretion and authority to manage and direct the day-to-day affairs and operations of the Holding Company, to direct the strategic direction of the Holding Company, and to hire and terminate the employment of employees of the Holding Company, other than the CEO and the Chief Financial Officer (the “CFO”). The President will report to the CEO and Board of Directors and perform such other duties and responsibilities as the CEO and the Board of Directors shall assign to him from time to time consistent with his position. Except for the CEO, all staff and other functions and all operations of the Holding Company will report directly or indirectly to the President, unless the Board of Directors concludes in good faith that a direct reporting relationship to the Board of Directors with respect to any staff or function is required by applicable law or written policies of the Holding Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned , or is reasonably necessary to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and fulfill its fiduciary obligations to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Holding Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (ai) Pursuant to During the Bylaws Employment Period, (A) the Executive shall serve as the President and Chief Executive Officer of the Company, which shall comprise all of Regions' brokerage, trust, asset management, investment banking, capital market activities, and, in addition, all other activities of the type conducted by the Company as of the Effective Date (the "Business"), with such authority, duties and responsibilities as are commensurate with and as may be consistent with such positions and titles. The definition above of the Business is intended to be descriptive of the types of activities (e.g. brokerage) that are being conducted by the Company as of the Effective Date, and shall be so interpreted. During the Employment Period the Executive shall report directly to the Chairman of the Board of Directors of Regions, so long as either ▇▇▇▇▇▇▇ ▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇ holds that position, and thereafter the Executive shall report directly to the Chief Executive Officer. The Executive's principal place of employment shall be in Memphis, Tennessee and cannot change without the Executive's consent. If the current Chairman of the Board of Directors of the Company has elected Employee as Vice-President of ceases to be the Company. (b) During Chairman for any reason during the Employment Period, Employee the Executive shall report to assume the additional title of Chairman of the Board of Directors of the Company. Employee's services will For the purpose of this Section, the term "Regions" shall include any entity controlled by, controlling or under common control with Regions. Notwithstanding the above, it shall not be performed at a breach of this Agreement for Regions to change the location designated by name or form of business entity of the Board of DirectorsCompany, provided that the Executive retains responsibilities, positions and titles that are equivalent with respect to the Business. (cii) The duties of Employee shall be those assigned to Employee by During the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time Employment Period, and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee the Executive is entitled as set forth entitled, the Executive agrees to devote substantially all of his attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. The Executive may not engage, directly or indirectly, in Section 3(d) hereofany other business or investment activity that materially interferes with the Executive's performance of his duties hereunder, Employee agrees that during is contrary to the business interests of the Company or any of its affiliates, or requires any significant portion of Executive's business time. During the Employment Period he it shall devote his full business time not be a violation of this Agreement for the Executive to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may (A) serve on corporate, civic or charitable boards or committees committees, and, subject to the approval of the Company's Board of Directors, on corporate boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (C) manage personal investments, so long as such activities do not materially significantly interfere with the performance of Employeethe Executive's duties responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date of this Agreement, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities for to the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (bi) During the Employment Period, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee Executive is entitled as set forth in Section 3(d) hereofunder the policies of Wesbanco giving credit, Employee agrees that during the Employment Period he for these purposes, to Executive for his years of service with WOFC, Executive shall devote his full business time and attention to his responsibilities the business of Wesbanco as described herein and shall perform such responsibilities faithfully and efficiently conducted in the Springfield market and to the best successful integration of the then former WOFC into the business and operations of Wesbanco, including, but not limited to the preservation of the reputation, customers and employees of WOFC as the reputation, customers and employees of Wesbanco, and such other tasks and duties that are commensurate with Executive's title, status, skills and experience, that may, from time to time, be assigned by the Board of Directors of Wesbanco (the "Board"), and are consistent with the tasks and duties performed by Executive prior to the Effective Date. (ii) Executive's employment duties with Wesbanco shall be performed substantially at the site of WOFC's offices and branches in the Springfield, Ohio, market, excepting such business meetings with Wesbanco managers in Wheeling, West Virginia, on reasonable notice, and meetings of the Wesbanco Board of Directors as shall be deemed appropriate by Wesbanco. Wesbanco shall continue to provide Executive with office, secretarial and other administrative support that is substantially comparable to that in effect prior to the Effective Date. All expenditures in connection with Executive's performance of his abilities. Employee will duties shall be reimbursed in accordance with Wesbanco's regular policy, including, but not work limited to, costs and expenses incurred in attending meetings in Wheeling, West Virginia. (iii) Executive may devote reasonable time to activities such as an employee supervision of any personal investments and activities involving professional, charitable, educational, religious and similar types of activities, speaking engagements and membership on other personboards of directors, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as provided such activities do not materially interfere in any material way with the performance business of Employee's duties and responsibilities for the Company. (e) Wesbanco. The Company time involved in such activities shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by not be treated as vacation time. Executive shall be entitled to keep any amounts paid to him in connection with the Company's businesssuch activities (e.g., director fees and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Companyhonoraria).

Position and Duties. (a) Pursuant During the Employment Term, the Employee shall serve as Chief Executive Officer and President. The Employee shall have such duties, functions, responsibilities, and authority as are from time to time delegated to the Bylaws of the Company, Employee by the Board of Directors of the Company has elected Employee as Vice-President (the “Board”) or are otherwise consistent with the duties, responsibilities and authority of the executive office held by the Employee; provided that with respect to any specifically delegated duties, functions, responsibilities and authority, such duties, functions, responsibilities, and authority are reasonable and customary for a person serving in the office/position of a public company comparable to the Company. (b) During the Employment PeriodTerm, the Employee shall report shall: (i) devote substantially all of his time during normal business hours to the Board of Directors business of the Company. Employee's services will , fulfill his duties and obligations under this Employment Agreement and use his best efforts, judgment and energy to perform, improve and advance the business and interests of the Company in a manner consistent with the duties of his position; provided, however, that Employee shall not be performed at prevented from serving as a member of the location designated board of directors of a corporation if the Company determines that such membership is not adverse to its interests; (ii) not engage in any business activities that are directly or indirectly competitive with any business conducted by the Board Company or any of Directorsits subsidiaries or affiliates; (iii) observe and carry out such reasonable rules, regulations, policies, directions and restrictions as may be established from time to time by the Board, including but not limited to, the standard policies and procedures of the Company as in effect from time to time; and (iv) do such traveling as may be required in connection with the performance of such duties and responsibilities. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time this Employment Agreement contains a non-disclosure of proprietary information and non-competition provisions, and the Employee agrees to time comply with these provisions. The Employee understands that entering into and he further acknowledges that complying with these provisions is a condition to the Employee’s continued employment with the Company retains and that failure to comply with the flexibility to assign various types terms of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directorsthese provisions may result in immediate termination from employment. (d) Excluding periods of vacation and sick leave to which In connection with the Employee’s employment by the Company under this Employment Agreement, the Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during shall be based at the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t principal executive offices of the Company, without prior written permission from located as of the Companydate hereof in San Antonio, Texas, except for such reasonable travel or field work as the performance of the Employee’s duties in the business of the Company may require. Notwithstanding the foregoing, Employee may serve on corporatethe Board may, civic or charitable boards or committees so long as such activities do not materially interfere with in its discretion, determine to relocate the performance principal offices of Employee's duties and responsibilities the Company for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other any necessary business expenses incurred by him in connection with the Company's businesspurpose, and Employee doing so shall keep such receipts and maintain such records as required by not be a breach of this Employment Agreement. South Texas Oil Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.▇▇▇▇▇▇▇ Employment Agreement June 2008

Position and Duties. (a) Pursuant to the Bylaws The Executive shall serve as President, Chief Executive Officer and Chairman of the Company, the Board of Directors of the Company has elected Employee with the responsibility and authority to manage and supervise the Company's operations in the ordinary course of its business and shall have such responsibilities, duties and authority as Vice-President are generally associated with each such position and as may from time to time be assigned to the Executive by the Board that are consistent with such responsibilities, duties and authority, provided, that the Executive shall at all times be senior to every other employee and director of the Company and its affiliates. The Executive's services shall be performed primarily at the Company's headquarters office in the New York City metropolitan area. (b) During The parties acknowledge that the Employment Period, Employee shall report to Executive is the Chief Executive Officer and Chairman of the Board of Directors of the Company. Employee's services Alpine and that he will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that allocate his duties may vary from time to time and he further acknowledges that efforts between the Company retains and Alpine as he sees fit in his good faith business judgment. Subject to the flexibility to assign various types of duties to Employee. Employee does not have foregoing, during the authority to enter into Term, and excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee the Executive agrees that to devote reasonable attention and time during normal business hours to the Employment Period he shall devote his full business time and affairs of the Company and, to his the extent necessary to discharge the responsibilities as described herein and shall assigned to the Executive hereunder, to use the Executive's reasonable best efforts to perform such responsibilities faithfully and efficiently and such responsibilities. During the Term it shall not be a violation of this Agreement for the Executive to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may (A) serve on corporate, civic or charitable boards or committees committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions, (C) manage personal investments, and (D) serve as Chief Executive Officer and Chairman of the Board of Directors of Alpine (and in any other positions with Alpine and its affiliates as Executive deems appropriate) so long as such activities do not materially significantly interfere with the performance of Employeethe Executive's duties responsibilities as an employee of the Company in accordance with this Agreement and responsibilities for are not directly competitive with the operating businesses of the Company. (e) 's subsidiaries. The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection continue to nominate the Executive as a director of the Company during the term hereof consistent with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the CompanyBy-Laws.

Position and Duties. (a) Pursuant During the Employment Period, Executive shall serve as the chief operating officer of the Company and shall have the normal duties, responsibilities and authority of an executive serving in such position, subject to the Bylaws power of the Company, the Board of Directors of the Company has (the "BOARD") or the Chief Executive Officer of the Company to expand or limit such duties, responsibilities and authority, either generally or in specific instances. Executive shall have the title President of the Company, subject to the power of the Board to change such title from time to time. During the Employment Period, Executive shall also serve as a director of the Company for so long as the Board (or a nominating committee of the Board) nominates him to that position and he is elected Employee to it, and as Vice-President a director of any affiliate of the Company designated by the Board for so long as the Board causes him to be elected to such position. (b) Executive shall report to the Chief Executive Officer of the Company. (bc) During the Employment Period, Employee Executive shall report devote his best efforts and his full business time and attention (except for permitted vacation periods, reasonable periods of illness or other incapacity, and, provided such activities do not have more than a DE MINIMIS effect on Executive's performance of his duties under this Agreement, participation in charitable and civic endeavors and management of Executive's personal investments and business interests) to the Board of Directors business and affairs of the Company, its subsidiaries and affiliates. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee Executive shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that perform his duties may vary from time and responsibilities to time the best of his abilities in a diligent, trustworthy, businesslike and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directorsefficient manner. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and Executive shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for principally in the Company. (e) The Company shall reimburse Employee for reasonable travelCleveland, lodging, entertainment and other business expenses incurred by him in connection with the Company's businessOhio metropolitan area, and Employee shall keep such receipts and maintain such records as not be required by Company policy. All requests for reimbursement to travel outside that area any more extensively than he has done in the past in the ordinary course of reasonable the business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (bi) During the Employment Period, Employee the Executive shall serve as Executive Vice President, Chief Strategy Officer, with such duties and responsibilities as are customarily assigned to such position. The Executive shall report directly to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or and President of Bank (the Chairman “Bank CEO”) and/or such other officers of Bank and/or Banc of California, Inc., a Maryland corporation and wholly owning parent holding company of Bank (“Bancorp”), as determined by the Board board of Directors. Employee acknowledges that his duties may vary directors of Bank (the “Bank Board”) from time to time and he further acknowledges that the Company retains the flexibility to assign various types of time. The Executive’s duties to Employee. Employee does not have the authority to enter into any contracts on behalf will initially also include oversight of the Company or set salaries Financial Institutions Bank. If the Executive serves on either the board of directors of Bancorp (the “Bancorp Board”) and/or the Bank Board during the Employment Period (which shall be subject to election by the shareholders of Bancorp and Bank, respectively, and subject to each of Bancorp’s and Bank’s ordinary course director nomination processes and policies), the Executive agrees that (A) he shall so serve without compensation for his service as a director and (B) shall not serve on any corporate employee without committee of either such boards of directors for which independence is necessary or, as determined by the prior approval Chair of the Bancorp Board or the Chair of Directorsthe Bank Board, respectively, in his or her sole discretion, advisable. During the Employment Period, the Executive shall be provided with an office at the corporate headquarters. (dii) Excluding During the Employment Period, and excluding any periods of vacation and sick leave to which Employee the Executive is entitled under this Agreement, the Executive shall be employed by Employer on a full-time basis and agrees to devote such time as set forth in Section 3(d) hereof, Employee agrees that during is necessary to discharge the Employment Period he shall devote his full business time responsibilities assigned to his responsibilities as described herein the Executive hereunder and shall to use the Executive’s reasonable best efforts to perform such responsibilities faithfully and efficiently and to efficiently. During the best Employment Period, it shall not be a violation of his abilities. Employee will not work as an employee of any other personthis Agreement for the Executive to, businesseither for free or for personal compensation, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may (A) serve on corporate, civic or charitable boards or committees committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions, (C) manage personal investments and personal investment companies, and (D) subject to Section 8, his fiduciary duties to Bancorp and Bank, and his compliance with Employer’s policies and procedures in effect from time to time applicable to employees of either Bancorp or Bank with respect to actual or potential conflicts of interest, including, without limitation, the Code of Business Ethics and Conduct, attend to other business matters, so long as such activities do not materially interfere with the performance of Employee's duties and the Executive’s responsibilities for the Companyas an employee of Employer in accordance with this Agreement. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (bi) During the Employment Period, Employee Executive shall serve as the Chief Executive Officer of the Company and, in so doing, shall report to the Board of Directors or comparable managing body of the Company (the "Board"). Executive shall have supervision and control over, and responsibility for, such management and operational functions of the Company currently assigned to such positions, and he shall have such other powers and duties (including holding officer positions with the Company and one or more subsidiaries of the Company. Employee's services will ) as may from time to time be performed at the location designated prescribed by the Board of Directors. (c) The and agreed to by Executive, so long as such powers and duties of Employee shall be those assigned to Employee by are reasonable and customary for the Chief Executive Officer of an enterprise or division comparable to the Chairman Company. (ii) During the Employment Period, Executive agrees to serve, if elected to any such positions, as a member of the Board of Directors. Employee acknowledges Buyer and of each subsidiary of Buyer, and as an officer of Buyer and each subsidiary of Buyer; provided, however, that his duties may vary from time Executive is indemnified for serving in any and all such capacities in a manner acceptable to time and he further acknowledges that the Company retains the flexibility and Executive. Executive agrees that he shall not be entitled to assign various types of duties to Employee. Employee does not have the authority to enter into receive any contracts on behalf of the Company or set salaries compensation for any corporate employee without the prior approval serving as a member of the Board or officer of Directorsany other person as provided in this Section 2(a)(ii) other than the compensation to be paid to Executive pursuant to this Agreement or any other written agreement between the Company and Executive. (diii) Excluding During the Employment Period, and excluding any periods of vacation and sick leave to which Employee Executive is entitled as set forth in Section 3(d) hereofentitled, Employee Executive agrees that during the Employment Period he shall to devote his full business time and attention to his the business and affairs of the Company and, to the extent necessary to discharge the responsibilities as described herein and shall assigned to Executive hereunder, to use Executive's reasonable best efforts to perform such responsibilities faithfully faithfully, effectively and efficiently and to such responsibilities. During the best term of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-Executive's employment, while t it shall not be a violation of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may this Agreement for Executive to (1) serve on corporate, civic or charitable boards or committees committees, (2) deliver lectures or fulfill speaking engagements and (3) manage personal investments, so long as such activities do not materially interfere with the performance of EmployeeExecutive's duties and responsibilities for as an employee of the CompanyCompany in accordance with this Agreement. (eiv) The parties expressly acknowledge that any performance of Executive's responsibilities hereunder shall necessitate, and the Company shall reimburse Employee for reasonable travelprovide, lodging, entertainment access to and other business expenses incurred by him the disclosure of Confidential Information (as defined in connection Section 6(a) below) to Executive and that Executive's responsibilities shall include the development of Company's goodwill through Executive's contacts with the Company's businesscustomers and suppliers. Such access to and disclosure of Confidential Information by the Company to Executive, and Employee shall keep such receipts and maintain such records as required development of goodwill by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses on behalf of the Company, shall commence immediately upon the start of the period specified in Section 4(e) of this Agreement.

Position and Duties. (a) Pursuant to During the Bylaws Employment Period, Executive shall serve as the President and Chief Executive Officer of the CompanyCompany and shall have the duties, responsibilities and authority as are customarily associated with such position and as may reasonably otherwise be assigned to Executive from time to time by the Board of Directors of the Company has elected Employee as Vice-President (the “Board”) or by any authorized committee of the Board. Executive also shall hold similar titles, offices and authority with the Company’s direct and indirect subsidiaries, as requested by the Board from time to time, subject to the oversight and direction of the respective boards of directors of such entities. (b) After the Company’s 2008 Annual Meeting of Shareholders and during the remaining Employment Period, Executive shall be included in the management’s slate for election as a member of the Board. Subject to election by the Company’s shareholders, Executive shall serve as a member of the Board, with no additional remuneration payable to Executive for that service. Upon the Date of Termination, Executive shall resign from the Board and from any other board or committee of the Company or its subsidiaries or affiliates. (c) During the Employment Period, Employee Executive shall report devote his full professional time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time business and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf affairs of the Company and its subsidiaries and affiliates. Executive shall perform the duties and responsibilities hereunder to the best of his abilities in a diligent, trustworthy and business-like manner. During the Employment Period, Executive shall not serve as a director or set salaries for any corporate employee without a principal of another company, firm or business, except as a director of Solo Cup Company, unless such service is approved by the prior approval of the Board of DirectorsBoard, and provided that Executive may render charitable and civic services so long as such services do not materially interfere with Executive’s ability to discharge his duties hereunder. (d) Excluding periods of vacation and sick leave Subject to which Employee is entitled as set forth in Section 3(dparagraph 4(h) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and Executive shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for hereunder with his principal office located in the Company’s Charlotte, North Carolina corporate headquarters. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, Employee the Executive's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall report be at least commensurate in all material respects with the following: (i) Executive’s title shall be Executive Vice President, reporting to the Board Company’s President as directed from time to time. The Executive will hold the same title at the Parent company level and any operating subsidiaries as appropriate; (ii) Executive shall work closely with the President and Chairman to develop and implement a sales and marketing strategy for the Company, designed to position the Company as a leader in its markets and generate substantial leads for new business; (iii) Executive shall build and manage a sales and marketing organization and process to implement the Company’s strategy; (iv) Executive may be requested to assume responsibility for managing the Company’s client services organization once a successful sales and marketing organization has been established; (v) In addition to managing the sales and marketing organization, Executive shall seek to remain personally involved in the sales process as necessary to generate and close new business transactions for the Company; (vi) Executive will represent the Company, as a public spokesman, in industry forums, conferences, and industry gatherings; (vii) Executive will work with the Chairman, the President and other members of Directors senior management of the Company. Employee's services will be performed at the location designated by the Board of Directors.Company to identify, target and close complementary acquisitions; and (cviii) The Executive will carry out such other duties of Employee shall be those and responsibilities that are assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time that are consistent with the foregoing. During the Employment Period, and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick personal leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee the Executive agrees that to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period he it shall devote his full business time not be a violation of this Agreement for the Executive to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may (A) serve on corporate, civic or charitable boards or committees committees, and (B) manage personal investments or other business in which Executive is involved or has an ownership interest, so long as such activities do not materially significantly interfere with the performance of Employeethe Executive's duties responsibilities as an employee of the Company in accordance with this Agreement, and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection Executive complies with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement ’s codes of reasonable business expenses shall be reviewed by the Chief Executive Officer ethics in relation to ensure that such expenses constitute ordinary and necessary business expenses of the Companythose outside interests.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (bi) During the Employment Period, Employee the Executive shall initially serve as the Chief Medical Officer of the Company and beginning on the date that R▇▇▇▇▇▇ ▇▇▇▇ ceases to be the Chief Executive Officer and President of the Company, the Executive shall transition to the President and Chief Executive Officer of the Company, and in such other position or positions with the Company and its subsidiaries as are consistent with the Executive’s position, and shall have such duties and responsibilities as are assigned to the Executive by the Board consistent with the Executive’s position as the President and Chief Executive Officer, including serving as the Company’s principal executive officer and principal financial and accounting officer. The Executive shall report to the Board of Directors of Board. The Executive shall work remotely from both the Executive’s home office and as reasonably requested from time to time at the Company. Employee's services will be performed at the location designated ’s principal executive offices and such other locations as needed or reasonably requested from time to time by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of DirectorsBoard. (dii) Excluding During the Employment Period, and excluding any periods of vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee the Executive agrees that to devote reasonable attention and time during the Employment Period he shall devote his full normal business hours and on a full-time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and basis to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t business and affairs of the Company, without prior written permission from to discharge the Companyresponsibilities assigned to the Executive hereunder, and to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. Notwithstanding During the foregoing, Employee may Employment Period it shall not be a violation of this Agreement for the Executive to (A) be employed by the Company or any of its subsidiaries or Affiliates (as defined below); (B) serve on corporate, civic or charitable boards, committees, or advisory boards; (C) deliver lectures, fulfill speaking engagements or teach at educational institutions; (D) manage personal investments; (E) serve on the boards of directors of not-for-profit organizations; or committees (F) serve on the boards of directors of not more than two (2) for-profit entities as approved in advance in writing by the Board, so long as such activities do not materially interfere with the performance of Employee's duties and the Executive’s responsibilities for as an employee of the Company. (e) Company in accordance with this Agreement. The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection the Executive acknowledge and agree that this Agreement is not a breach of or conflict with the Company's business, Consulting Agreement and Employee that the consultancy relationship contemplated by the Consulting Agreement shall keep such receipts terminate on the Effective Date and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed replaced by the Chief Executive Officer to ensure that such expenses constitute ordinary employment relationship set forth in the terms and necessary business expenses conditions of the Companythis Agreement and its attachments.

Position and Duties. (a) Pursuant During the Employment Period, Executive shall serve as the chief executive officer of the Company and, subject to the Bylaws management of the Company, business and affairs of the Company at the direction of the Board of Directors of the Company has elected Employee as Vice(the "Board"), shall have the normal duties, responsibilities and authority of an executive serving in such position, including without limitation the development of short-President and long-term operating plans, the development of operating and capital budgets, the overseeing of Company personnel and the development of compensation proposals and proposals for acquisitions and dispositions. Executive shall have the title Chairman and Chief Executive Officer of the Company, subject to the power of the Board to change such title to President or Chief Executive Officer or some combination thereof. During the Employment Period, Executive shall also serve as a director of the Company for so long as the Board (or a nominating committee of the Board) nominates him to that position and he is elected to it and as a director of any affiliate of the Company designated by the Board for so long as the Board causes him to be elected to such position. (b) Executive shall report to the Board. (c) During the Employment Period, Employee Executive shall report devote his best efforts and his full business time and attention (except for permitted vacation periods, reasonable periods of illness or other incapacity, and, provided such activities do not have more than a de minimis effect on Executive's performance of his duties under this Agreement, participation in charitable and civic endeavors and management of Executive's personal investments and business interests) to the Board of Directors business and affairs of the Company, its subsidiaries and affiliates. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee Executive shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that perform his duties may vary from time and responsibilities to time the best of his abilities in a diligent, trustworthy, businesslike and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directorsefficient manner. (d) Excluding periods of vacation Executive shall perform his duties and sick leave to which Employee is entitled as set forth responsibilities principally in Section 3(d) hereofthe Cleveland, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein Ohio metropolitan area, and shall perform such responsibilities faithfully and efficiently and not be required to travel outside that area any more extensively than the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t previous chief executive officer of the Company, without prior written permission from ▇▇▇ ▇. ▇▇▇▇▇▇, has done in the Company. Notwithstanding past in the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with ordinary course of the performance of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant to During the Bylaws Initial Period, the Executive shall serve as Chairman and as Chief Executive Officer of the Company, and if there shall be a Secondary Period, during the Board of Directors Secondary Period, the Executive shall serve as Chairman, in each case with such duties and responsibilities as are customarily assigned to such positions, and such other duties and responsibilities not inconsistent therewith as may from time to time be assigned to him by the Board. At the expiration of the Company has elected Employee Initial Period, the Executive shall resign as Vice-President Chairman and Chief Executive Officer of the Company; provided, however, that if there shall be a Secondary Period, then the Executive shall only resign as Chief Executive Officer at the expiration of the Initial Period, and shall resign as Chairman at the expiration of the Secondary Period. The Executive shall be a member of the Board on the first day of the Employment Period, and the Board shall propose the Executive for re-election to the Board and for the positions specified above throughout the Employment Period. (b) The President of the Company shall report to the Executive. An Office of the Chairman, which shall be comprised solely of the Chairman and the President, shall be established and the other principal executive officers of the Company shall report to that Office of the Chairman. During the Employment Period, the Executive shall serve as Chairman of the Board and as Chief Executive Officer of the Company, with such duties and responsibilities as are customarily assigned to such positions, and such other duties and responsibilities not inconsistent therewith as may from time to time be assigned to him by the Board. (c) During the Employment Period, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee agrees that during the Employment Period he Executive shall devote his full reasonable attention and time during normal business time hours to his the business and affairs of the Company and, to the extent necessary to discharge the responsibilities as described herein and shall perform assigned to the Executive under this Agreement, use the Executive's reasonable best efforts to carry out such responsibilities faithfully and efficiently and to the best of his abilitiesefficiently. Employee will It shall not work as an employee of any other person, business, or entity, including self-employment, while t be considered a violation of the Company, without prior written permission from foregoing for the Company. Notwithstanding the foregoing, Employee may Executive to serve on corporate, industry, civic or charitable boards or committees committees, so long as such activities do not materially significantly interfere with the performance of Employeethe Executive's duties and responsibilities for as an employee of the CompanyCompany in accordance with this Agreement. (ed) The Company's headquarters shall be located in New York City. The Company shall reimburse Employee the Executive for reasonable travel, lodging, entertainment and other business expenses incurred by him while working in the New York City area during the Employment Period and shall make an apartment in the New York City area available for use by the Executive (or provide appropriate reimbursement or allowance for the Executive's occupancy of an apartment in the New York City area) during the Employment Period and for a period up to one year after the Employment Period. In the event such expense reimbursements or the Executive's use of the apartment are not treated as business expenses excludable from the Executive's gross income for income tax purposes, the Company shall provide the Executive with a gross-up payment for the additional income taxes payable by the Executive as a result of such expense reimbursements and use of the apartment. In addition, the Company shall assure that the Executive suffers no financial loss on the sale of the second home that the Executive has maintained in Maryland in connection with the duties performed by the Executive at the Company's businessoffices in Arlington, and Employee shall keep such receipts and maintain such records as required by Company policyVirginia. All requests for reimbursement The amount of reasonable business expenses the loss shall be reviewed the excess, if any, of the Executive's adjusted basis (as determined under the Internal Revenue Code) in that home over the adjusted sale price (as determined under Section 1034(b) of the Internal Revenue Code) of the home; provided, however, that: (a) such excess shall be reduced by the Chief tax benefit to the Executive Officer resulting from such loss; and (b) the Company shall also pay to ensure that such expenses constitute ordinary and necessary business expenses the Executive a gross-up payment for the additional income taxes payable by the Executive as a result of the Companypayment for any such loss.

Position and Duties. (a) Pursuant to During the Bylaws Employment Period, the Executive shall serve as Vice Chairman of the Company, the Board of Directors with responsibility for investment management including management of the Company has elected Employee chief investment officer, Fleet Investment Advisors, institutional investment, institutional sales, retirement prod- ucts, non-for-profits, regional investment policy, private banking, Columbia Asset Management, Galaxy Funds and Quick & ▇▇▇▇▇▇, with such additional duties and responsibilities as Vice-President are customarily assigned to such position, and such other duties and responsibilities not inconsistent therewith as may from time to time be assigned to him by Chief Executive Officer of the Company. (b) During the Employment Period, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee agrees that during the Employment Period he Executive shall devote his full reasonable attention and time during normal business time hours to his the business and affairs of the Company and, to the extent necessary to discharge the responsibilities as described herein and shall perform assigned to the Executive under this Agreement, use the Executive's reasonable best efforts to carry out such responsibilities faithfully and efficiently and to the best of his abilitiesefficiently. Employee will It shall not work as an employee of any other person, business, or entity, including self-employment, while t be considered a violation of the Company, without prior written permission from foregoing for the Company. Notwithstanding the foregoing, Employee may Executive to serve on corporate, industry, civic or charitable boards or committees committees, so long as such activities do not materially significantly interfere with the performance of Employeethe Executive's duties responsibilities as an employee of the Company in accordance with this Agreement, provided that the Executive may continue to participate and responsibilities for engage in activities not associated with the CompanyCompany consistent with the Executive's past practices at BKB. (ec) The Company's headquarters shall be located in Boston, Massachusetts, and the Executive shall be based and reside in the general area of Boston, except for such reasonable travel obligations as do not materially exceed the Executive's travel obligations immediately prior to the Effective Date. (d) Effective as of the Effective Date, the Company and the Executive shall reimburse Employee for reasonable travel, lodging, entertainment enter into an agreement concerning the Executive's rights and other business expenses incurred by him duties in connection with the event of a "change in control" of the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses which shall be reviewed by the same in form and substance as that of the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the CompanyCompany on the Effective Date. Any benefits to which the Executive becomes entitled under such agreement shall not be in addition, but shall be reduced by, the Severance Payments, as defined in Section 6.1 of the Prior Agreement and as referred to in Section 5(a)(i)(A).

Position and Duties. (ai) Pursuant to During the Bylaws Employment Period, the Executive shall serve as Chief Investment Officer and Executive Vice President, Capital Markets of the Company with the appropriate authority, duties and responsibilities attendant to such position and any other duties that may reasonably be assigned by the Company, ’s Chief Executive Officer or the Company’s Board of Directors (the “Board”) consistent with his position as Chief Investment Officer and Executive Vice President, Capital Markets. Executive shall report to the Chief Executive Officer. At such time after the execution of this Agreement as the Board is expanded to include additional independent Directors, the Company shall recommend that the Corporate Governance and Nominating Committee and the Board nominate Executive on the proxy ballot for election to the Board at the Company’s next shareholder meeting at which it is practicable to do so. Thereafter, Executive shall serve as a member of the Company has Board, for so long as he is so elected Employee as Vice-President by the shareholders of the Company. (bii) During the Employment Period, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee the Executive agrees that during to devote substantially all of the Employment Period he shall devote his full Executive’s business time time, attention and energies to his responsibilities as described herein the performance of the duties assigned to the Executive hereunder, and shall to perform such responsibilities faithfully and efficiently duties faithfully, diligently and to the best of his abilities. Employee will not work as an employee of any other personthe Executive’s abilities and subject to such laws, businessrules, or entity, including self-employment, while t of regulations and policies from time to time applicable to the Company, without prior written permission from the Company’s other executives. Notwithstanding the foregoingabove, Employee may Executive shall be entitled to attend to personal and family affairs and investments, be involved in not for profit, charitable and professional activities and serve on corporateup to two for profit boards, civic or charitable boards or committees so long as such activities do not provided that the foregoing does not, in the aggregate, materially interfere with the performance of Employee's duties and Executive’s responsibilities for the Companyhereunder. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant On the Effective Date, you will cease to the Bylaws of the Company, the Board of Directors be a regular full time employee of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, Employee shall report but you will continue to the Board of Directors of the Company. Employee's services will be performed at the location designated employed by the Board Company as an employee in a part time special assignment position, with the title of Directors. (c) The duties of Employee shall be those assigned Special Advisor to Employee by the Chief Executive Officer ("CEO") or the Chairman his successor (collectively "Your Supervisor"). You will also resign as an officer of the Board Company and as an officer and/or director any of Directorsits subsidiaries or affiliates on the Effective Date. Employee acknowledges In connection with resigning your offices, you agree to execute and return to the Company with this Agreement two signed, undated original resignation letters on Company letterhead in the forms provided in Appendices A through _ to this Agreement. Appendices A through _ are hereby incorporated into and made part of this Agreement by reference. In addition, you agree to take all such further steps as the Company may reasonably deem necessary or appropriate in order to accomplish the official formalities of your resignation of the officer and/or director positions that his you hold with the Company's subsidiaries or affiliates, including but not limited to executing board resolutions. As Special Advisor to the CEO, you will have any or all of the following duties and responsibilities as determined by Your Supervisor in his/her discretion: 1. advising the CEO regarding the Company's financial, legal and licensing matters; 2. providing assistance with the Company's investor relations program; 3. assisting with the evaluation and integration of business acquisitions; and 4. assisting Your Supervisor in such other matters that are consistent with your background and experience as Your Supervisor may vary assign you. The times and places where this work will be performed will be at your choosing unless otherwise requested by Your Supervisor. Your Supervisor will assign matters to you from time to time and he further acknowledges that you will provide Your Supervisor with written or oral reports as reasonably, requested by Your Supervisor (or if not requested by Your Supervisor, then periodically, but not less frequently than annually) detailing your progress toward accomplishing the Company retains tasks and directives given to you by Your Supervisor. You will also provide additional reports and materials, upon reasonable request by Your Supervisor. Your Supervisor will evaluate your performance. Your Supervisor will control and direct the flexibility to assign various types of duties to Employeemanner (including the order) in which you perform the services under this Agreement, including the details and means by which you provide your services. Employee does not have the authority to enter into any contracts on behalf You will be an employee of the Company for all purposes during the term of this Agreement and will not be an independent contractor. The position of Special Advisor to the CEO, is a part time special assignment position in which you will be required to work a minimum of ten (10) hours per month, however, you also agree that, to the extent that Your Supervisor requests, you will work up to twenty (20) hours per month. You will not be required to work more than twenty (20) hours per month , however, in the event that you do work more than twenty (20) hours per month, then you will receive no additional compensation or benefits for such additional work. If, in any month, Your Supervisor does not specifically assign you a sufficient amount of work to meet your minimum hour requirement, you will satisfy your minimum requirement by independently researching and evaluating developments and trends in your areas of responsibility, as set salaries forth above, and reporting your findings to Your Supervisor. Your time spent on business travel at the Company's request (but not commuting to and from your residence to the Company's New York City headquarters) shall count toward your ten hour minimum monthly work requirement under this Agreement. If requested by Your Supervisor, you agree to attend certain meetings or programs related to your area of expertise, so long as such meeting or program does not unreasonably interfere with your other activities. Furthermore, from time to time, your duties may require you to travel and attend meetings at various locations, and you agree that no reasonable request by Your Supervisor for travel or attendance at meetings will be refused. Your Supervisor will work with you in scheduling any corporate employee without such business trips or meetings so that they do not unreasonably interfere with your other activities. The Company will reimburse you for your reasonable travel expenses pursuant to the prior approval reimbursement policy(ies) in place at the Company at the time you incur such expenses. You will maintain an accurate and contemporaneous log showing the time you have spent performing the foregoing services and this log shall be deemed conclusive evidence of the Board time spent. Your Supervisor, at any time, may request a copy of Directors. (d) Excluding periods your log and you agree to provide such a copy within a reasonable period of vacation and sick leave time after the request is made. We have agreed that your part time special assignment will continue until the Scheduled Expiration Date, subject to which Employee is entitled earlier termination by you or the Company as set forth in Section 3(d) hereof3 of this Agreement. During the Term, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities except as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will set forth herein, you may not work as an employee of be employed by any other personperson or company, business, or entity, including self-employment, while t of other than the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's businessprior written approval, which shall not be unreasonably withheld. You may, however engage in the following activities without the Company's prior approval, provided that the three conditions listed below are met. The permissible activities are: teaching, sitting on boards of directors or advisory committees of other companies and providing services to other companies either as a consultant or an employee. These listed activities are permissible provided that each (1) is performed outside the fields of publishing, licensing and entertainment, (2) does not violate the provisions of Section 5.2 herein, and Employee shall keep such receipts (3) does not interfere with your duties under this Agreement. You also agree that, during the term of this Agreement and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses one year after its termination, you will not induce any employee of the CompanyCompany to leave the employ of the Company or otherwise solicit for employment or affiliation, including as an independent contractor, any officer, director, or employee of the Company or its subsidiaries.

Position and Duties. (a) Pursuant On the Effective Date, you will cease to the Bylaws of the Company, the Board of Directors be a regular full time employee of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, Employee shall report but you will continue to the Board of Directors of the Company. Employee's services will be performed at the location designated employed by the Board Company as an employee in a part time special assignment position, with the title of Directors. (c) The duties of Employee shall be those assigned Special Advisor to Employee by the Chief Executive Officer or the Chairman ("CEO")or his successor (collectively "Your Supervisor"). You will also resign as an officer of the Board Company (but not as a director) and as an officer and/or director any of Directorsits subsidiaries or affiliates on the Effective Date. Employee acknowledges In connection with resigning your offices, you agree to execute and return to the Company with this Agreement two signed, undated original resignation letters on Company letterhead in the forms provided in Appendices A through _to this Agreement. Appendices A through _are hereby incorporated into and made part of this Agreement by reference. In addition, you agree to take all such further steps as the Company may reasonably deem necessary or appropriate in order to accomplish the official formalities of your resignation of the officer and/or director positions that his you hold with the Company's subsidiaries or affiliates, including but not limited to executing board resolutions. As Special Advisor to the CEO, you will have any or all of the following duties and responsibilities as determined by Your Supervisor in his/her discretion: 1. advising the CEO regarding the Company's financial affairs; 2. providing assistance with the Company's investor relations program; 3. assisting with the evaluation and integration of business acquisitions; and 4. assisting Your Supervisor in such other matters that are consistent with your background and experience as Your Supervisor may vary assign you. The times and places where this work will be performed will be at your choosing unless otherwise requested by Your Supervisor. Your Supervisor will assign matters to you from time to time and he further acknowledges that you will provide Your Supervisor with written or oral reports as reasonably, requested by Your Supervisor (or if not requested by Your Supervisor, then periodically, but not less frequently than annually) detailing your progress toward accomplishing the Company retains tasks and directives given to you by Your Supervisor. You will also provide additional reports and materials, upon reasonable request by Your Supervisor. Your Supervisor will evaluate your performance. Your Supervisor will control and direct the flexibility to assign various types of duties to Employeemanner (including the order) in which you perform the services under this Agreement, including the details and means by which you provide your services. Employee does not have the authority to enter into any contracts on behalf You will be an employee of the Company for all purposes during the term of this Agreement and will not be an independent contractor. The position of Special Advisor to the CEO, is a part time special assignment position in which you will be required to work a minimum of ten (10) hours per month, however, you also agree that, to the extent that Your Supervisor requests, you will work up to twenty (20) hours per month. You will not be required to work more than twenty (20) hours per month , however, in the event that you do work more than twenty (20) hours per month, then you will receive no additional compensation or benefits for such additional work. If, in any month, Your Supervisor does not specifically assign you a sufficient amount of work to meet your minimum hour requirement, you will satisfy your minimum requirement by independently researching and evaluating developments and trends in your areas of responsibility, as set salaries forth above, and reporting your findings to Your Supervisor. Your time spent on business travel at the Company's request (but not commuting to and from your residence to the Company's New York City headquarters) shall count toward your ten hour minimum monthly work requirement under this Agreement. If requested by Your Supervisor, you agree to attend certain meetings or programs related to your area of expertise, so long as such meeting or program does not unreasonably interfere with your other activities. Furthermore, from time to time, your duties may require you to travel and attend meetings at various locations, and you agree that no reasonable request by Your Supervisor for travel or attendance at meetings will be refused. Your Supervisor will work with you in scheduling any corporate employee without such business trips or meetings so that they do not unreasonably interfere with your other activities. The Company will reimburse you for your reasonable travel expenses pursuant to the prior approval reimbursement policy(ies) in place at the Company at the time you incur such expenses. You will maintain an accurate and contemporaneous log showing the time you have spent performing the foregoing services and this log shall be deemed conclusive evidence of the Board time spent. Your Supervisor, at any time, may request a copy of Directors. (d) Excluding periods your log and you agree to provide such a copy within a reasonable period of vacation and sick leave time after the request is made. We have agreed that your part time special assignment will continue until December 31, 2004, subject to which Employee is entitled earlier termination by you or the Company as set forth in Section 3(d) hereof3 of this Agreement. During the Term, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities except as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will set forth herein, you may not work as an employee of be employed by any other personperson or company, business, or entity, including self-employment, while t of other than the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's businessprior written approval, which shall not be unreasonably withheld. You may, however engage in the following activities without the Company's prior approval, provided that the three conditions listed below are met. The permissible activities are: teaching, sitting on boards of directors or advisory committees of other companies and providing services to other companies either as a consultant or an employee. These listed activities are permissible provided that each (1) is performed outside the fields of publishing, licensing and entertainment, (2) does not violate the provisions of Section 5.2 herein, and Employee shall keep such receipts (3) does not interfere with your duties under this Agreement. You also agree that, during the term of this Agreement and maintain such records as required by Company policy. All requests for reimbursement one year after the termination of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses your employment, you will not induce any employee of the CompanyCompany to leave the employ of the Company or otherwise solicit for employment or affiliation, including as an independent contractor, any officer, director, or employee of the Company or its subsidiaries.

Position and Duties. (a) Pursuant Henceforth, the Company hereby employs Employee as its Executive Vice President and Chief Financial Officer, pursuant to the Bylaws terms of this Agreement commencing as of the Effective Date for the "Term of Employment" (as herein defined below). Employee shall devote his best efforts and his full business time and attention to the performance of the services defined by the by-laws of the company, services customarily incident to such office and position and to such other services of a senior Employee nature as may be reasonably assigned by the Chief Executive Officer or requested by the Board of Directors (the "Board") of the Company which may include services for one or more subsidiaries or affiliates of the Company, . Employee shall in his capacity as an employee of the Company be responsible to and obey the reasonable and lawful directives of the Chief Executive Officer and the Board of Directors of the Company has elected Employee as Vice-President of the CompanyHyperdynamics Corporation. (b) During the Employment Period, Employee shall report devote his full time (as defined below) and attention to such duties, except for sick leave, periodic personal trips and vacations as determined not to conflict with the Board material operations of Directors the Company, and excused leaves of absences otherwise. Employee shall use his best efforts during the Term of Employment to protect, encourage, and promote the interests of the Company. Full time with respect to this agreement is understood to credit the Employee for his on-call status with regard to managing employees located around the world and recognizing that the Employee's services will ’s hours of specific work for the company are not limited to any specific range of time during a work day but can be performed at accomplished around the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee clock and on weekends and/or holidays if deemed necessary by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time himself, and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his certain responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel’s responsibilities, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed approved by the Chief Executive Officer to ensure that such expenses constitute ordinary Officer, may be done at any physical location including Employee’s home. As approved by the Chief Executive Officer, the company may establish full home computer system and access communications capabilities for Employee as deemed necessary business expenses by mutual agreement of the Chief Executive Officer and Employee. The principal duties of the employee are described in Attachment A. (c) Notwithstanding paragraph 2(b), Employee shall be entitled to sit as a director on other boards of directors and contacts with certain companies so long as doing so presents no conflicts of interest with Employee's performance of his duties or his positions at the Company, as determined and approved by the board of directors.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (bi) During the Employment Period, Employee the Executive shall serve as Executive Vice President and Chief Banking Officer, with such duties and responsibilities as are customarily assigned to such position. The Executive shall report directly to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or and President of Bank (the Chairman “Bank CEO”) and/or such other officers of Bank and/or Banc of California, Inc., a Maryland corporation and wholly owning parent holding company of Bank (“Bancorp”), as determined by the Board board of Directors. Employee acknowledges that his duties may vary directors of Bank (the “Bank Board”) from time to time time. If the Executive serves on the board of directors of either Bancorp and/or Bank during the Employment Period (which shall be subject to election by the shareholders of Bancorp and Bank, respectively, and subject to each of Bancorp’s and Bank’s ordinary course director nomination processes and policies), the Executive agrees that (i) he further acknowledges that shall so serve without compensation for his service as a director and (ii) shall not serve on any committee of either such boards of directors for which independence is necessary or, as determined by the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf Chair of the Company board of directors of Bancorp or set salaries for any corporate employee without the prior approval Chair of the Board of DirectorsBank Board, respectively, in his or her sole discretion, advisable. During the Employment Period, the Executive shall be provided with an office at the corporate headquarters in Irvine, California and Beverly Hills, California. (dii) Excluding During the Employment Period, and excluding any periods of vacation and sick leave to which Employee the Executive is entitled under this Agreement, the Executive shall be employed by Employer on a full-time basis and agrees to devote such time as set forth in Section 3(d) hereof, Employee agrees that during is necessary to discharge the Employment Period he shall devote his full business time responsibilities assigned to his responsibilities as described herein the Executive hereunder and shall to use the Executive’s reasonable best efforts to perform such responsibilities faithfully and efficiently and to efficiently. During the best Employment Period, it shall not be a violation of his abilities. Employee will not work as an employee of any other personthis Agreement for the Executive to, businesseither for free or for personal compensation, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may (A) serve on corporate, civic or charitable boards or committees committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions, (C) manage personal investments and personal investment companies, (D) subject to Section 8, his fiduciary duties to Bancorp and Bank, and his compliance with Employer’s policies and procedures in effect from time to time applicable to employees of either Bancorp or Bank with respect to actual or potential conflicts of interest, including, without limitation, the Code of Business Ethics and Conduct, attend to other business matters, so long as such activities do not materially interfere with the performance of Employee's duties and the Executive’s responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him as an employee of Employer in connection accordance with the Company's businessthis Agreement, and Employee shall keep such receipts (E) subject to Section 8, his fiduciary duties to Bancorp and maintain such records Bank, and his compliance with Employer’s policies and procedures in effect from time to time applicable to employees of either Bancorp or Bank with respect to actual or potential conflicts of interest, including, without limitation, the Code of Business Ethics and Conduct, serve as required an officer and/or director, of Camden Capital Partners, LLC, and Camden Escrow, former affiliated entities of CS Financial that were not acquired by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by Bank in the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the CompanyCS Financial Acquisition.

Position and Duties. (a) Pursuant Employee is hereby employed by Employer as President and Chief Executive Officer. Employee shall have the primary responsibilities, duties and authority described in Exhibit A hereto, as the same may be modified from time to the Bylaws of the Company, time by the Board of Directors of the Company has elected Employee as Vice-President of the Company. Centuri (b“Board”) During the Employment Period, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directorsin their discretion in a manner consistent with Employee’s position. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time, attention and effort to the performance of this Agreement and to his duties as described herein. 1. Employee shall faithfully adhere to, execute and fulfill the duties described in Exhibit A hereto, as in effect from time to his time, and any such other duties as shall be assigned to Employee from time to time by the Board or the Chairman of the Board. 2. Employee agrees to devote full business time, attention and effort to the business and affairs of Employer, to discharge the responsibilities as described herein assigned to Employee hereunder, and shall to use Employee’s reasonable best efforts to perform such responsibilities faithfully and efficiently and to such responsibilities. 3. Employee shall not, during the best term of his abilities. Employee will not work as an employee of employment, be engaged in any other personbusiness activity pursued for gain, business, profit or entity, including self-employment, while t of the Company, without prior written permission other pecuniary advantage if such activity interferes with Employee’s duties and responsibilities to Employer. The foregoing limitations shall not be construed as prohibiting Employee from the Company. Notwithstanding the foregoing, Employee may serve serving on corporate, civic or charitable boards or committees committees, delivering lectures or fulfilling speaking engagements, teaching at educational institutions, or making personal investments, so long as (i) such activities do not materially significantly interfere with the performance of Employee's duties ’s responsibilities to Employer as set forth in this Agreement or present a conflict of interest and responsibilities for (ii) any outside board position is approved by the CompanyChairman of the Board. (e) The Company shall reimburse Employee for reasonable travel4. In the performance of his duties, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts use his best efforts to adhere to the legal requirements codified in statutes, ordinances and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer governmental regulations applicable to ensure that such expenses constitute ordinary and necessary business expenses of the CompanyEmployer.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, Employee shall report Executive will serve as the Executive Vice President, Corporate Affairs, General Counsel and Corporate Secretary of the Company and will have the normal duties, responsibilities and authority of an individual holding such position, subject to the power of the Board of Directors of the Company, or its successor company, if applicable, (in either case, the “Board”) to reasonably expand or limit such duties, responsibilities and authority within the confines of the customary duties, responsibilities and authority commensurate with Executive’s position. Employee's services Executive will be performed at also hold such other positions with the location designated Dialogic Group as reasonably requested by the Company and agreed to by Executive in writing from time to time. Dialogic Corporation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (b) Executive will report to the President and Chief Executive Officer of the Company and/or such other individuals as the Board may designate. Executive will devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of Directorsillness or other incapacity) to the business and affairs of the business of Dialogic Group. Executive will perform his duties and responsibilities to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may during the Employment Period, it will not be a violation of this Agreement for Executive to (i) run for and hold public office; (ii) serve on corporateindustry trade, civic or charitable boards or committees so committees; (iii) deliver lectures or fulfill speaking engagements; or (iv) manage personal investments, as long as such activities in (i) through (iv) do not materially interfere with negatively impact in a material way the performance of Employee's the Executive’s duties and responsibilities for to the CompanyDialogic Group. During the Employment Period, the Executive will be permitted to serve on for-profit corporate boards of directors and advisory committees if approved in advance by the Board, which approval will not unreasonably be withheld or delayed unless the company concerned is a direct or indirect competitor of the Dialogic Group, in which case the Board may withhold approval at its entire discretion. (ed) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as acknowledges that Executive may be required by Company policy. All requests for reimbursement virtue of reasonable business expenses shall be reviewed by the Chief Executive Officer his position to ensure that such expenses constitute ordinary and necessary business expenses serve as an officer and/or director of one or more of the Companycompanies in the Dialogic Group. The Company agrees to maintain or cause another member of the Dialogic Group to maintain directors and officers insurance that will cover Executive in the performance of his functions as a director and officer of such company in the Dialogic Group consistent with coverage maintained for similarly situated officers and directors within the Dialogic Group and applicable law. The Company and Executive have executed an indemnity agreement dated August 9, 2012 (“Indemnity Agreement”) and agree that the Indemnity Agreement supersedes any previous indemnity agreements executed by one or more members of the Dialogic Group and Executive. This Indemnity Agreement remains in effect during and after the Employment Period.

Position and Duties. (a) Pursuant to Employee will serve as the Bylaws of the Company, the Board of Directors Chief Executive Officer of the Company has elected Employee and will have the normal duties, responsibilities and authority of a Chief Executive Officer of a similarly sized company operating in its industry, as Vice-President well as those reasonably assigned to him from time to time by the Board, subject to the power of the CompanyBoard to expand or limit such duties, responsibilities and authority and to override Employee’s actions; provided, that notwithstanding the foregoing the Board may, after discussion with and subject to Employee’s consent, transition Employee to a senior advisory position within the Company other than that of a day-to-day operational executive with decreased duties and responsibilities and a different title (the “Transition”). In the event Company and Employee agree to a Transition, Employee’s compensation and employee benefits will not be decreased during the Employment Period unless otherwise agreed to by Company and the Employee. (b) During the Employment Period, Employee shall will report to the Board and will devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of Directors illness or other incapacity) to the business and affairs of the Company. Employee's services will Company and its Subsidiaries and to the performance of such duties as may be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary him from time to time and he further acknowledges that by the Company retains the flexibility to assign various types of duties to EmployeeBoard. Employee does not have will act in the authority to enter into any contracts on behalf best interest of the Company and its Subsidiaries and will not engage in any other business activity; provided, that Employee shall be permitted to (i) serve as a director of an organization or set salaries for any corporate employee without entity that does not compete with the prior approval of the Board of Directors. Company; (dii) Excluding periods of vacation deliver lectures, write articles, or fulfill speaking engagements; or (iii) engage in charitable and sick leave to which Employee is entitled as set forth community activities, in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and each case to the best of his abilities. Employee will not work as an employee of any other personextent described on Exhibit A or approved by the Board, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties ’s obligations hereunder and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and such activities Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses does not violate any of the Companyterms of this Agreement. Employee will perform his duties, responsibilities and functions on behalf of the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner.

Position and Duties. (a) Pursuant During the Employment Period, the Executive shall continue to be employed as the Chief Executive Officer of the Company and, when applicable, the Company shall cause the Executive to be reelected as a member of the Board. In his executive capacity, the Executive shall report to the Bylaws Board. During the Employment Period, the Executive shall have authority to make all executive decisions, plan the strategic direction of the Company, and hire, promote and terminate the Board employment of Directors all personnel, subject to the direction of the Board. During the Employment Period, the Executive shall have such reasonable and customary powers as are generally associated with the position of Chief Executive Officer, including, without limitation, authority to expend capital resources of the Company has elected Employee as Vice-President and shall have, subject to the direction of the CompanyBoard, authority to fill all management positions. (b) During the Employment Consulting Period, Employee shall report to the Executive will perform such consulting services as may reasonably be requested of the Executive by the new CEO or the Board but such services will not be in excess of Directors 20 hours per month and will be designed so as not to interfere with any other business obligations of the Company. Employee's services will be performed at the location designated by the Board of DirectorsExecutive. (c) The duties of Employee If, during the Employment Period, ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be those assigned cease to Employee by the Chief Executive Officer or the serve as Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that for any reason, the Company retains shall cause the flexibility Executive thereupon to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval be elected as Chairman of the Board in addition to the position of DirectorsChief Executive Officer and shall, as Chairman, report directly to the Board. (d) Excluding During the Employment Period, and excluding any periods of vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee agrees that during the Employment Period he Executive shall devote his full principal attention and time during normal business time hours to his the business and affairs of the Company and, to the extent necessary to discharge the responsibilities as described herein and shall perform assigned to the Executive under this Employment Agreement, use the Executive’s reasonable best efforts to carry out such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Companyefficiently. Notwithstanding the foregoing, Employee may nothing in this Employment Agreement shall be construed to limit the ability of the Executive from providing services to the entity which holds the Company’s former gaming operations. It shall not be considered a violation of the foregoing for the Executive to (A) serve on corporate, civic or charitable boards or committees (excluding those which would create a conflict of interest), (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not materially interfere with the performance of Employee's duties and the Executive’s responsibilities for as an employee of the CompanyCompany in accordance with this Employment Agreement. (e) The Company Executive’s services shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with be performed primarily at the Company's business’s Headquarters in Beverly Hills, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the CompanyCalifornia.

Position and Duties. (a) Pursuant to During the Bylaws Employment Term (as defined in Section 2 hereof), Executive shall serve as the Chief Executive Officer of the Company. In this capacity, Executive shall have the duties, authorities and responsibilities of Chief Executive Officer as shall be determined by the Board of Directors of the Company has elected Employee as Vice-President of (the Company“Board”), from time to time. (b) During the Employment PeriodTerm, Employee Executive shall report devote all of Executive’s business time, energy, business judgment, knowledge and skill and Executive’s best efforts to the Board performance of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The Executive’s duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from with the Company. Notwithstanding the foregoing, Employee Executive may serve on corporateboards of directors or similar bodies of for-profit and non-profit organizations, civic or charitable boards or committees including those that are industry-related, in each case so long as (i) such activities do not materially unreasonably interfere with the Executive’s performance of Employee's Executive’s responsibilities and duties and responsibilities for or create an actual or potential conflict of interest with the Company, and (ii) so long as Executive complies with the Company’s Corporate Governance Guidelines, which require that directors must obtain approval from the Chairman of the Board and the chairperson of the Nominating and Governance Committee in advance of accepting an invitation to serve on the board of another for- profit organization, with the understanding that such approval shall not be unreasonably withheld. (ec) Executive’s principal place of employment shall be in Bowling Green, Kentucky, or such other headquarters office as the Company may designate from time to time. Executive will have the opportunity to work remotely as permitted by Executive’s duties. Further Executive understands and agrees that Executive will be required to spend sufficient time at the Company’s offices and elsewhere to effectively perform Executive’s duties and responsibilities, and that Executive may be required to travel from time to time for business reasons. (d) Executive will relocate to the Bowling Green, Kentucky area (inclusive of the Nashville metropolitan area) as soon as practicable but no later than twelve (12) months after the Effective Date as defined in Section 2. The Company shall agrees to reimburse Employee Executive the reasonable Relocation Expenses up to a cap in the aggregate amount of $150,000, which will be grossed up for taxes. “Relocation Expenses” means the following costs, in a reasonable travelamount, lodging, entertainment and other business expenses incurred by him Executive in connection with the Company's businessrelocation to the Bowling Green area: packaging and transportation of household goods and personal belongings; expenses associated with one house- hunting trip (inclusive of airfare, hotel, rental vehicle, and Employee shall keep such meals); customary closing costs associated with the sale of an existing residence and/or purchase of a new residence; and the cost of temporary housing of up to $2,000 per month for a period not to exceed 12 months from the Effective Date. Such Relocation Expenses will be paid to Executive within a reasonable time of Executive’s request for reimbursement accompanied by receipts or other evidence of payment and maintain such records any other documentation as may be required by the Company’s policies. If Executive fails to report for employment or if following employment is terminated for the commission of acts of dishonesty or immorality affecting Executive’s employment, Executive agrees to reimburse the Company policyfor 100% of such expenses which have been paid to Executive, or for which the Company is responsible, if such termination of employment occurs within twelve months following commencement of employment, and at a rate of 50% thereof if such termination of employment occurs within twenty-four months following commencement of employment but following the initial twelve months following commencement of employment. All requests for reimbursement Reimbursement of reasonable business expenses the Relocation Expenses shall be reviewed subject to all applicable payroll tax withholdings. The Company shall also pay Executive such amounts as are necessary to compensate Executive for any additional out-of-pocket federal, state, and local income taxes incurred by Executive with respect to any compensation attributed to Executive for the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Companyreimbursements provided under this Section 1(d).

Position and Duties. (a) Pursuant Heretofore, Executive has served the Company in various financial and administrative roles since 1996 and is currently the Corporate Secretary of the Company as elected by the Board of Directors, and has been instrumental to the Bylaws company's financial SEC reporting and overall administration; and Henceforth, the Company hereby employs Executive as its Chief Financial Officer and Corporate Secretary pursuant to the terms of this Agreement commencing as of the Effective Date for the "Term of Employment" (as herein defined below). In this capacity, Executive shall devote her best efforts and his full business time and attention to the performance of the services defined by the by-laws of the company, services customarily incident to such offices and position and to such other services of a senior executive nature as may be reasonably assigned by the Chief Executive Officer or requested by the Board of Directors (the "Board") of the Company which may include services for one or more subsidiaries or affiliates of the Company, . Executive shall in her capacity as an employee and officer of the Company be responsible to and obey the reasonable and lawful directives of the Chief Executive Officer and the Board of Directors of the Company has elected Employee as Vice-President of the CompanyHyperdynamics Corporation. (b) During Executive shall devote her full time (as defined below) and attention to such duties, except for sick leave, periodic personal trips and vacations as determined not to conflict with the material operations of the Company, and excused leaves of absences otherwise. Executive shall use her best efforts during the Term of Employment Periodto protect, Employee shall report to encourage, and promote the Board of Directors interests of the Company. EmployeeFull time with respect to this agreement is understood to credit the Executive for her on-call status with regard to managing employees located around the world and recognizing that the Executive's services will hours of specific work for the company are not limited to any specific range of time during a work day but can be performed at accomplished around the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee clock and on weekends and/or holidays if deemed necessary by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's businessExecutive herself, and Employee shall keep such receipts and maintain such records certain responsibilities of Executive's responsibilities, as required approved by Company policythe Chief Executive Officer, may be done at any physical location including Executive's home. All requests for reimbursement of reasonable business expenses shall be reviewed As approved by the Chief Executive Officer to ensure that such expenses constitute ordinary the company may establish full home computer system and access communications capabilities for Executive as deemed necessary business expenses by mutual agreement of the Chief Executive Officer and Executive. (c) Notwithstanding paragraph 2(b), Executive shall be entitled to sit as a director on other boards of directors so long as doing so presents no conflict of interest with Executive's performance of her duties or her positions at the Company, as determined and approved by the board of directors.

Position and Duties. (a) Pursuant During the Employment Period, Executive shall serve as Chief Executive Officer of BHI and the Company and shall have the normal duties, responsibilities and authority of an executive serving in such position, subject to the Bylaws power of the Board of Directors of BHI to provide oversight and direction with respect to such duties, responsibilities and authority, either generally or in specific instances. (b) The Board of Directors of BHI shall take such action as may be necessary to appoint or elect Executive as a member of the Board of Directors of BHI and the Company as of the Effective Date. Thereafter, during Executive’s employment with the Company, the Board of Directors of BHI shall nominate Executive for re-election as a member of the Board of Directors of BHI and the Company has elected Employee at the expiration of Executive’s then-current term. Executive shall serve as Vice-President a member of the CompanyBoard of Directors of BHI and the Company and as an officer and director of any of BHI’s other subsidiaries without any compensation in addition to the compensation provided for in this Agreement. (bc) During the Employment Period, Employee Executive shall devote Executive’s reasonable best efforts and Executive’s full professional time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of BHI and the Company and its respective subsidiaries and affiliates. Executive shall perform Executive’s duties and responsibilities to the best of Executive’s abilities in a diligent, trustworthy and business-like manner. However, Executive may continue to serve as a member of the board of directors of the non-profit corporations on which he serves on the Effective Date and may become a member of the board of directors of any other non-profit corporations and, further, after the first anniversary of the Effective Date, Executive may, with the consent of the Board of Directors of BHI (which consent shall not be unreasonably withheld), serve as a director of up to two (2) for-profit corporations. (d) Executive shall perform Executive’s duties and responsibilities from the Company’s headquarter office as located on the Effective Date in the Atlanta, Georgia metropolitan area (the “Principal Office”). (e) Executive as the Chief Executive Officer of BHI shall report to the Board of Directors of BHI and all other officers and employees of BHI and the rest of the Company Group shall report directly or indirectly to Executive; provided, however, consistent with such reporting relationships, certain of the Company. Employee's services will be performed at ’s employees, to the location designated extent required by applicable law or regulation or to the extent required by professional responsibility, nevertheless may provide information directly to the Board of DirectorsDirectors of BHI. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (ai) Pursuant During the Employment Period, or any Additional Employment Period, the Executive shall serve as the Senior Vice President, Chief Medical Officer of the Company and, in so doing, shall report to the Bylaws Chief Research and Development Officer of the Company or such other person as shall be designated by the Chief Research and Development Officer. The Executive shall have supervision and control over, and responsibility for, such management and operational functions of the Company currently assigned to such positions, and shall have such other powers and duties (including holding officer positions with one or more subsidiaries of the Company, ) as may from time to time be prescribed by the Board of Directors of the Company has elected Employee (the “Board”), so long as Vice-President such powers and duties are reasonable and customary for the Senior Vice President, Chief Medical Officer of an enterprise comparable to the Company. (bii) During the Employment Period, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time any Additional Employment Period, and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee the Executive agrees that during the Employment Period he shall to devote his full business time to his the business and affairs of the Company and, to the extent necessary to discharge the responsibilities as described herein and shall assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform such responsibilities faithfully and efficiently and to such responsibilities. During the best of his abilities. Employee will not work as an employee of any other person, businessEmployment Period, or entityany Additional Employment Period, including self-employment, while t it shall not be a violation of this Agreement for the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may Executive to (A) serve on corporate, civic or charitable boards or committees committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (C) manage personal investments, so long as such activities do not materially significantly interfere with the performance of Employee's duties and the Executive’s responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses an employee of the CompanyCompany in accordance with this Agreement.

Position and Duties. (a) Pursuant During the Employment Term, the Employee shall serve as Chief Operating Officer. The Employee shall have such duties, functions, responsibilities, and authority as are from time to time delegated to the Bylaws of the Company, Employee by the Board of Directors of the Company has elected Employee as Vice-President (the “Board”) or are otherwise consistent with the duties, responsibilities and authority of the executive office held by the Employee; provided that with respect to any specifically delegated duties, functions, responsibilities and authority, such duties, functions, responsibilities, and authority are reasonable and customary for a person serving in the office/position of a public company comparable to the Company. (b) During the Employment PeriodTerm, the Employee shall report shall: (i) devote substantially all of his time during normal business hours to the Board of Directors business of the Company. Employee's services will , fulfill his duties and obligations under this Employment Agreement and use his best efforts, judgment and energy to perform, improve and advance the business and interests of the Company in a manner consistent with the duties of his position; provided, however, that Employee shall not be performed at prevented from serving as a member of the location designated board of directors of a corporation if the Company determines that such membership is not adverse to its interests; (ii) not engage in any business activities that are directly or indirectly competitive with any business conducted by the Board Company or any of Directorsits subsidiaries or affiliates; (iii) observe and carry out such reasonable rules, regulations, policies, directions and restrictions as may be established from time to time by the Board, including but not limited to, the standard policies and procedures of the Company as in effect from time to time; and (iv) do such traveling as may be required in connection with the performance of such duties and responsibilities. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time this Employment Agreement contains a non-disclosure of proprietary information and non-competition provisions, and the Employee agrees to time comply with these provisions. The Employee understands that entering into and he further acknowledges that complying with these provisions is a condition to the Employee’s continued employment with the Company retains and that failure to comply with the flexibility to assign various types terms of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directorsthese provisions may result in immediate termination from employment. (d) Excluding periods of vacation and sick leave to which In connection with the Employee’s employment by the Company under this Employment Agreement, the Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during shall be based at the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t principal executive offices of the Company, without prior written permission from located as of the Companydate hereof in San Antonio, Texas, except for such reasonable travel or field work as the performance of the Employee’s duties in the business of the Company may require. Notwithstanding the foregoing, Employee may serve on corporatethe Board may, civic or charitable boards or committees so long as such activities do not materially interfere with in its discretion, determine to relocate the performance principal offices of Employee's duties and responsibilities the Company for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other any necessary business expenses incurred by him in connection with the Company's businesspurpose, and Employee doing so shall keep such receipts and maintain such records as required by not be a breach of this Employment Agreement. South Texas Oil Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.▇▇▇▇▇▇▇ Employment Agreement June 2008

Position and Duties. (ai) Pursuant to Executive shall initially serve as President of FR and shall assume the Bylaws additional role of the CompanyChief Executive Officer of FR on December 1, 2016 (or such earlier date as Executive and the Board of Directors of FR (the Company has elected Employee “Board”) mutually agree), and shall perform customary and appropriate duties as Vicemay be reasonably assigned to the Executive from time to time by the Board. The Executive shall have such responsibilities, power and authority as those normally associated with the position of President and Chief Executive Officer (once he assumes the role) in public companies of a similar stature to FR. Once Executive assumes the role of Chief Executive Officer, he shall be the senior-President most executive of each of the CompanyCompanies and shall report solely and directly to the Board. The Executive shall be appointed to the Board on the Effective Date, and shall be nominated for reelection to the Board at each subsequent meeting of FR shareholders occurring during the Employment Period at which the Executive’s Board seat is up for election, and so long as the Executive remains on the Board shall serve without compensation other than that herein provided. Unless otherwise requested by the entire Board, upon the cessation of Executive’s employment with the Employer for any reason, the Executive shall resign from the Board. (bii) During the Employment Period, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee the Executive agrees that during the Employment Period he shall to devote his full professional time and attention to the business time and affairs of the Company and, to his the extent necessary to discharge the responsibilities as described herein and shall assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform such responsibilities faithfully and efficiently and such responsibilities at reasonably appropriate locations. During the Employment Period, it shall not be a violation of this Agreement for the Executive to serve (A) on the board of one other for-profit corporation selected by the Executive (subject to the best reasonable approval of his abilities. Employee will not work as an employee of any other person, businessthe Board), or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve (B) on corporate, civic or charitable boards or committees committees, or to deliver lectures, fulfill speaking engagements or teach at educational institutions and manage personal investments, so long as such the activities described in the preceding clauses (A) and (B) do not materially interfere with the performance of Employee's duties the Executive’s responsibilities in accordance with this Agreement and responsibilities for the CompanyExecutive complies with applicable provisions of FR’s Code of Business Conduct and Ethics. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant Executive shall serve as the President and CEO and shall have the duties, responsibilities, and authority typically associated with such positions (collectively, the “Services”). The Services are subject to the Bylaws authority of the Company, the Board of Directors of the Company has (the “Board”) to provide oversight and direction with respect to such duties, responsibilities, and authority, either generally or in specific instances. Executive shall also be appointed to the Board on or as soon as is reasonably practicable following the Effective Date. Thereafter, Executive will be subject to election to the Board by the shareholders of the Company and to removal in accordance with the Company’s Fourth Amended and Restated Bylaws, as such may be amended or restated from time to time, it being expressly understood and agreed that: (i) such removal or failure to be elected Employee from the Board shall not constitute “Good Reason” (as Vicehereinafter defined); and (ii) Executive shall promptly resign from the Board upon the termination of Executive’s employment with the Company for any reason. (b) Executive shall devote Executive’s reasonable best efforts and Executive’s full professional time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its respective subsidiaries and affiliates. Executive shall perform Executive’s duties and responsibilities to the best of Executive’s abilities in a diligent, trustworthy, and business-President like manner. Notwithstanding the foregoing: (i) Executive may serve on one or more non-profit boards of directors; and (ii) beginning on the date that is the one-year anniversary of the Effective Date, Executive may serve on up to one board of directors of a for-profit company that is not a competitor of the Company, in each case, so long as such board service does not unreasonably interfere with the Executive’s discharge of his duties to the Company. (bc) During the Employment Period, Employee Executive shall report to the Board of Directors of principally perform Executive’s duties and responsibilities from the Company. Employee's services will ’s office in Scottsdale, Arizona, provided that Executive may be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned required to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the travel as needed for Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directorsbusiness. (d) Excluding periods Executive shall report to the Board, or such member of vacation and sick leave to which Employee is entitled the Board as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business may be designated from time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed time by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the CompanyBoard.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (bi) During the Employment Period, Employee the Executive shall serve as the Chief Executive Officer and President of the Company, and in such other position or positions with the Company and its subsidiaries as are consistent with the Executive’s position as Chief Executive Officer and President of the Company, and shall have such duties and responsibilities as are assigned to the Executive by the Board consistent with the Executive’s position as Chief Executive Officer and President of the Company. If elected by the stockholders of the Company, the Executive agrees to serve as a member of the Board during the Employment Period. The Executive shall report to the Board of Directors of Board. The Executive shall work remotely from both the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary Executive’s home office and as reasonably requested from time to time at the Company’s principal executive offices and he further acknowledges such other locations as needed or reasonably requested from time to time by the Board. Following the closing of that certain business combination transaction by the Company retains with Bioplus Acquisition Corp. or its affiliates (the flexibility to assign various types of duties to Employee. Employee does not have “de-SPAC Transaction”), the authority to enter into any contracts on behalf Executive would serve as the Principal Executive Officer of the Company or set salaries for any corporate employee without surviving entity in the prior approval of the Board of Directorsde-SPAC Transaction whose securities are listed on a national securities exchange (“PubCo”). (dii) Excluding During the Employment Period, and excluding any periods of vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee the Executive agrees that to devote reasonable attention and time during the Employment Period he shall devote his full normal business hours and on a full-time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and basis to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t business and affairs of the Company, without prior written permission from to discharge the Companyresponsibilities assigned to the Executive hereunder, and to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. Notwithstanding During the foregoing, Employee may Employment Period it shall not be a violation of this Agreement for the Executive to (A) be employed by the Company or any of its subsidiaries or Affiliates (as defined below); (B) serve on corporate, civic or charitable boards, committees, or advisory boards; (C) deliver lectures, fulfill speaking engagements or teach at educational institutions; (D) manage personal investments; (E) serve on the boards of directors of not-for-profit organizations; or committees (F) serve on the boards of directors of the corporate entities on which the Executive currently serves, so long as such entities are not Competitors (as defined below) and such activities do not materially significantly interfere with the performance of Employee's duties and the Executive’s responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses an employee of the CompanyCompany in accordance with this Agreement.

Position and Duties. (a) Pursuant to Employee will be employed as President and Chief Executive Officer and in this capacity, Employee's responsibilities will include, but are not limited to, those duties that may be described in the Bylaws of the Company, Employer or may be defined by the Board of Directors of the Company has elected Employee as Vice-President of the CompanyEmployer. (b) During the Employment Period2.1 From time to time, Employee shall report may be assigned other duties in addition to the Board of Directors of the Company. those described above, and Employee's services will responsibilities may be performed modified or expanded at any time by Employer in order to accommodate the location designated by the Board needs of Directors. (c) The duties of Employee shall be those assigned to Employee by the Employer. As President and Chief Executive Officer or of Employer, the Chairman of the Board of Directorshours which Employee is required to work will vary considerably and will sometimes be more than forty (40) hours per week. Employee acknowledges understands that his duties may vary from time to time such work in excess of forty (40) hours per week is a regular and normal part of Employee's responsibilities for which he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee is compensated, and does not in any way constitute overtime for which Employee is entitled to receive additional compensation. 2.2 Employee will have the authority to enter into any contracts on behalf hire and fire other employees of the Company or set salaries for any corporate employee without company under his supervision. 2.3 In addition to his employment responsibilities, Employee will serve on the prior approval of the Employer's Board of Directors, if elected, and will assume whatever corporate office said Board of Directors may designate. (d) Excluding periods of vacation and sick leave to which 2.4 Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business full-time efforts to his responsibilities as described herein duties with Employer and Employee shall perform such responsibilities faithfully not directly or indirectly engage or participate in any activities while employed with Employer that would conflict with the best interests of Employer. 2.5 Employee's obligation to devote his full-time attention and efficiently and energy to the best business of Employer shall not be construed as preventing Employee from investing his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees assets so long as any such activities do investment will not materially interfere with require any services on the performance part of Employee's duties and responsibilities for Employee in the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses operation of the Companyaffairs of the company(ies) or business(es) in which such investment(s) is (are) made.

Position and Duties. (a) Pursuant During the Employment Period the Employer agrees to continue to employ Executive, and Executive agrees to continue Executive’s employment, as the Vice President, Personal Lines of the Employer (the “Position,”) in accordance with the terms and subject to the Bylaws conditions this Agreement sets forth. Executive shall serve in the Position and in such capacity and shall have the normal duties, responsibilities, functions and authority consistent with the Position, subject to the power and authority of the Companyboard of directors of Donegal Mutual (the “Board”) to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Employer. During the Employment Period, Executive shall render such services to the Employer which are consistent with the Position and as the Senior Vice President, Personal Lines and/or as the Board of Directors of the Company has elected Employee as Vice-President of the Companymay from time to time direct. (b) During the Employment Period, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his best efforts and his full business time and attention to his responsibilities as described herein the business and affairs of the Employer. Executive shall perform such his duties, responsibilities faithfully and efficiently and functions to the best of his abilitiesabilities in a diligent, trustworthy, professional and efficient manner and shall comply with the policies and procedures of the Employer in all material respects. Employee will not work In performing his duties and exercising his authority under this Agreement, Executive shall develop, support and implement the business and strategic plans approved from time to time by the Board and shall support and cooperate with the Employer’s efforts to expand its business and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as an employee Executive is employed by the Employer, Executive shall not, without the prior written consent of any the Board, accept other personemployment, businessperform other services for compensation, or entity, including self-employment, while t of the Company, without prior written permission from the Companyperform other work that results in any financial benefit to Executive. Notwithstanding the foregoing, Employee may serve on corporatenothing in this Agreement shall preclude Executive from engaging in educational, charitable, political, professional and civic or charitable boards or committees so long as activities, provided that such activities do engagement does not materially interfere with the performance of Employee's Executive’s duties and responsibilities for the Companyhereunder. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant to During the Bylaws Term, the Executive shall serve as the Chief Executive Officer of the CompanyCompany with such duties and responsibilities as are customarily assigned to such position, and such other duties and responsibilities not inconsistent therewith as may from time to time be assigned to him by the Board of Directors of the Company has elected Employee as Vice-President (the “Board”). As of the Effective Date, the Company shall cause the Executive to be appointed to the Board. Thereafter, while Executive is employed during the Term, the Company shall cause the Executive to be included in the slate of persons nominated to serve as directors on the Board and shall use its best efforts (including, without limitation, the solicitation of proxies) to have the Executive elected and reelected to the Board for the duration of the Term. The Executive shall serve as Chairman of the Board during the Term if so requested by the Board, it being understood that the Board may appoint a non-executive Chairman from time to time during the Term, in its discretion and that any such appointment shall not constitute an event described in Section 4(c). Upon any termination of his employment with the Company, the Executive shall promptly resign from the Board and from all other positions he holds with the Company and its affiliates, unless otherwise agreed to by the Board. While Executive is employed during the Term, the Executive shall report to the Board. (b) During the Employment PeriodTerm, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business attention and time to his responsibilities as described herein the business and affairs of the Company and shall perform such use the Executive’s reasonable best efforts to carry out the responsibilities assigned to the Executive under this Agreement faithfully and efficiently and to the best of his abilitiesefficiently. Employee will It shall not work as an employee of any other person, business, or entity, including self-employment, while t be considered a violation of the Companyforegoing for the Executive to manage his personal investments, without prior written permission from the Company. Notwithstanding the foregoing, Employee may to serve on corporatethe board or similar body of industry, civic or charitable boards organizations, or committees to serve on one corporate board or committee other than the Board (an “Outside Board”), so long as such activities do not materially significantly interfere with the performance of Employee's the Executive’s responsibilities as an executive officer of the Company in accordance with this Agreement and do not create a conflict of interest with his duties and responsibilities for hereunder. The Executive shall secure the Companyconsent of the Board (which consent shall not be unreasonably withheld) prior to accepting an Outside Board position. Notwithstanding the foregoing, the Executive shall be permitted to continue his current activities with the organizations set forth on Exhibit A hereto. (ec) The Company During the Term, the Executive shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with be based at the Company's business’s principal headquarters in Charlotte, and Employee North Carolina, except for travel reasonably required for the performance of the Executive’s duties hereunder. (d) During the Term, the Executive shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed comply with any stock ownership guidelines adopted by the Chief Company and in effect with respect to the Executive Officer from time to ensure that such expenses constitute ordinary and necessary business expenses of the Companytime.

Position and Duties. (a) Pursuant to the Bylaws of the CompanyThe Corporation hereby employs Executive, the Board of Directors of the Company has elected Employee and Executive accepts such employment, as ViceCo-Chief Executive Officer and Co-President of the Company. (b) During Corporation upon the Employment Period, Employee terms and provisions set forth in this Agreement. Executive shall report only to the Board of Directors of the Company. Employee's services will be performed at Corporation (the location designated by "Board") through the Board Chairman of Directors. the Board, and, subject to the directions of the Board, acting through the Chairman of the Board, shall have full general supervision, direction and control of all aspects of the business, officers and employees of the Corporation and its subsidiaries (cincluding SM) The duties of Employee shall be those assigned to Employee by that are customary for the Chief Executive Officer or of a public company like the Chairman Corporation, except for such duties and responsibilities allocated by the Board (acting through its Chairman) to the other Co-Chief Executive Officer. All officers and employees of the Corporation and its subsidiaries (including SM) shall report directly or indirectly to Executive or to the Co-Chief Executive Officer as the Board of Directors. Employee acknowledges that his duties may vary from time to time determine. The Corporation shall employ two administrative assistants and he further acknowledges that a driver to assist Executive on substantially the Company retains same basis on which such administrative assistants and driver were employed by SM immediately before the flexibility to assign various types date of duties to Employeethis Agreement. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he Executive shall devote his full business working time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and effort to the best business and affairs of his abilitiesthe Corporation and its subsidiaries and will act in accordance with the policies and directions of the Board, acting through its Chairman. Employee will not work Executive may participate in other business activities and act as an employee a director of any other personprofit or nonprofit corporation, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do activity is not competitive with the business of the Corporation and its subsidiaries in any material respect and does not materially interfere with detract from the performance of Employee's his duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses a full time executive of the CompanyCorporation. The Prior Agreement is hereby terminated effective as of the day before the date of the closing under that certain Securities Purchase Agreement of even date herewith by and between Overseas Toys, L.P. and Cyrk, Inc. (the "Closing").

Position and Duties. (a) Pursuant During the Employment Period, Executive shall serve as Mirant’s Executive Vice President and US Region Head. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Bylaws of Company and its affiliates (the Company, “Company Group”) as are consistent with Executive’s position and the Board of Directors by-laws of the Company has elected Employee and as Vice-President the Chief Executive Officer (“CEO”) may from time to time reasonably direct. Executive shall also serve for no additional compensation or remuneration as an officer or director of such subsidiaries of the CompanyCompany as may from time to time be designated by the Board. (b) During the Employment Period, Employee Executive shall report to the Board Chief Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of Directors illness or other incapacity) to the business and affairs of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee Executive shall be those assigned perform his duties, responsibilities and functions to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and hereunder to the best of his abilitiesabilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s policies and procedures in all material respects. Employee will In performing his duties and exercising his authority under this Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and shall support and cooperate with the Company’s efforts to operate profitably and in conformity with the business and strategic plans approved by the Board. During the Employment Period, Executive shall not work serve as an employee of officer or director of, or otherwise perform services for compensation for, any other person, business, or entity, including self-employment, while t entity without the prior written consent of the CompanyBoard which shall not be unreasonably withheld; provided, without prior written permission from however, that the Company. Notwithstanding Board hereby consents to Executive’s service on and after the foregoing, Employee Commencement Date as a director of each of the corporations listed on Exhibit A. Executive may serve on corporateas an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic or charitable boards or committees organizations so long as such activities do not materially interfere with the Executive’s regular performance of Employee's duties and responsibilities for the Company. hereunder. Nothing contained herein shall preclude Executive from (ei) The Company shall reimburse Employee for reasonable travelengaging in charitable and community activities, lodging(ii) participating in industry and trade organization activities, entertainment (iii) managing his and other business expenses incurred by him in connection his family’s personal investments and affairs, and (iv) delivering lectures, fulfilling speaking engagements or teaching at educational institutions, provided that such activities do not materially interfere with the Company's business, regular performance of his duties and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Companyresponsibilities under this Agreement.

Position and Duties. (a) Pursuant to During the Bylaws Employment Period, Executive shall serve as Executive Vice President and General Counsel of the Company. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Board of Directors Company and its affiliates (the “Company Group”) as are consistent with Executive’s position and the by-laws of the Company has elected Employee and as Vice-President the Chief Executive Officer (“CEO”) may from time to time reasonably direct. Executive shall also serve for no additional compensation or remuneration as an officer or director of such subsidiaries of the CompanyCompany as may from time to time be designated by the Board. (b) During the Employment Period, Employee Executive shall report to the Board Chief Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of Directors illness or other incapacity) to the business and affairs of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee Executive shall be those assigned perform his duties, responsibilities and functions to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and hereunder to the best of his abilitiesabilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s policies and procedures in all material respects. Employee will In performing his duties and exercising his authority under this Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and shall support and cooperate with the Company’s efforts to operate profitably and in conformity with the business and strategic plans approved by the Board. During the Employment Period, Executive shall not work serve as an employee of officer or director of, or otherwise perform services for compensation for, any other person, business, or entity, including self-employment, while t entity without the prior written consent of the CompanyBoard which shall not be unreasonably withheld; provided, without prior written permission from however, that the Company. Notwithstanding Board hereby consents to Executive’s service on and after the foregoing, Employee Commencement Date as a director of each of the corporations listed on Exhibit A. Executive may serve on corporateas an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic or charitable boards or committees organizations so long as such activities do not materially interfere with the Executive’s regular performance of Employee's duties and responsibilities for the Company. hereunder. Nothing contained herein shall preclude Executive from (ei) The Company shall reimburse Employee for reasonable travelengaging in charitable and community activities, lodging(ii) participating in industry and trade organization activities, entertainment (iii) managing his and other business expenses incurred by him in connection his family’s personal investments and affairs, and (iv) delivering lectures, fulfilling speaking engagements or teaching at educational institutions, provided that such activities do not materially interfere with the Company's business, regular performance of his duties and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Companyresponsibilities under this Agreement.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, Employee Executive shall serve as the Chief Executive Officer and President of the Company and shall have the normal duties, responsibilities, functions and authority of the Chief Executive Officer and President, subject to the power and authority of the Company’s Board of Directors (the “Board”) to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position as the Board may from time to time direct. In addition, during the Employment Period, Executive shall also serve as a member of the Board (provided, that Executive may be removed from the Board in connection with a termination of Executive’s employment). (b) Executive shall report to the Board and Executive shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of Directors illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. Employee's services will be performed at In performing his duties and exercising his authority under the location designated Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of Directorsthe Board, perform other services for compensation. Unless otherwise agreed by Executive, Executive’s place of work shall be in the greater Philadelphia, Pennsylvania metropolitan area, except for travel reasonably required for Company business. (c) The duties For purposes of Employee this Agreement, “Subsidiaries” shall be those assigned mean any corporation or other entity of which the securities or other ownership interests having the voting power to Employee by the Chief Executive Officer or the Chairman elect a majority of the Board board of Directors. Employee acknowledges that his duties may vary from directors or other governing body are, at the time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereofdetermination, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of owned by the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic directly or charitable boards or committees so long as such activities do not materially interfere with the performance through one of Employee's duties and responsibilities for the Companymore Subsidiaries. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant to 2.1 During the Bylaws Employment Period, the Executive shall serve as Chairman of National Grid USA. The Executive's responsibilities as Chairman of National Grid USA shall include all aspects of the Company's and its subsidiaries' businesses. The Executive shall serve as an employee of the Company with such duties and responsibilities as are customarily assigned to such a position, and such other duties and responsibilities not inconsistent therewith as may from time to time be assigned to him by the Board of Directors of National Grid Group, PLC (Board). As Chairman of National Grid USA, the Company has elected Employee Executive shall report only to the Board. The Executive shall be a member of the Board on the first day of the Employment Period, and the Board shall propose the Executive for re-election to the Board throughout the Employment Period. In addition, and without further compensation, the Executive shall serve as Vice-President an Executive Director of National Grid, subject to ratification of National Grid's shareholders, and shall serve as a director and/or officer of one or more of the Company's other affiliates if so elected or appointed from time to time. (b) 2.2 During the Employment Period, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee agrees that during the Employment Period he Executive shall devote his full reasonable attention and time during normal business time hours to his the business and affairs of National Grid, the Company and its affiliates, as directed by the Board, and, to the extent necessary to discharge the responsibilities as described herein and shall perform assigned to the Executive under this Agreement, use the Executive's reasonable best efforts to carry out such responsibilities faithfully and efficiently and to the best of his abilitiesefficiently. Employee will It shall not work as an employee of any other person, business, or entity, including self-employment, while t be considered a violation of the Company, without prior written permission from foregoing for the Company. Notwithstanding the foregoing, Employee may Executive to serve on corporate, civic industry, civic, or charitable boards or committees or to pursue the Executive's personal, legal and/or financial affairs, so long as such activities do not materially interfere with the performance of Employeethe Executive's duties and responsibilities for as an employee of the CompanyCompany in accordance with this Agreement. (e) 2.3 If at any time during the Employment Period, the Executive believes in furtherance of his duties as a Director of National Grid, that it is necessary and in the best interests of the Company to seek independent financial and/or legal advice pertaining to a Company matter, the Executive may do so at National Grid's expense. The Company Executive shall reimburse Employee for reasonable travel, lodging, entertainment and other notify the Chairman or Secretary of National Grid at the time of taking such action. 2.4 The Executive's principal place of business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by located in Syracuse, New York. If the Chief Company requires the Executive Officer to ensure that such expenses constitute ordinary relocate during the Employment Period to a location more than fifty (50) miles from Syracuse, New York, the Executive may terminate his employment with ten (10) days advance written notice to the Company and necessary business expenses receive the benefits set forth in Section 4.3.4 of the Companythis Agreement.

Position and Duties. (a) Pursuant During the Employment Period, Executive shall serve as the chief executive officer of the Company and, subject to the Bylaws management of the Company, business and affairs of the Company at the direction of the Board of Directors of the Company has elected Employee as Vice(the "Board"), shall have the normal duties, responsibilities and authority of an executive serving in such position, including without limitation the development of short-President and long-term operating plans, the development of operating and capital budgets, the overseeing of Company personnel and the development of compensation proposals and proposals for acquisitions and dispositions. Executive shall have the title Chairman and Chief Executive Officer of the Company, subject to the power of the Board to change such title to President or Chief Executive Officer or some combination thereof. During the Employment Period, Executive shall also serve as a director of the Company for so long as the Board (or a nominating committee of the Board) nominates him to that position and he is elected to it and as a director of any affiliate of the Company designated by the Board for so long as the Board causes him to be elected to such position. (b) Executive shall report to the Board. (c) During the Employment Period, Employee Executive shall report devote his best efforts and his full business time and attention (except for permitted vacation periods, reasonable periods of illness or other incapacity, and, provided such activities do not have more than a de minimis effect on Executive's performance of his duties under this Agreement, participation in charitable and civic endeavors and management of Executive's personal investments and business interests) to the Board of Directors business and affairs of the Company, its subsidiaries and affiliates. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee Executive shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that perform his duties may vary from time and responsibilities to time the best of his abilities in a diligent, trustworthy, businesslike and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directorsefficient manner. (d) Excluding periods of vacation Executive shall perform his duties and sick leave to which Employee is entitled as set forth responsibilities principally in Section 3(d) hereofthe Cleveland, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein Ohio metropolitan area, and shall perform such responsibilities faithfully and efficiently and not be required to travel outside that area any more extensively than the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t previous chief executive officer of the Company, without prior written permission from Sal ▇. ▇▇▇▇▇▇, ▇▇s done in the Company. Notwithstanding past in the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with ordinary course of the performance of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant to During the Bylaws Employment Term, Executive shall serve as the Senior Vice President and Chief Legal Officer (“CLO”) of the CompanyCompany and the other Related Companies, and shall have the normal duties, responsibilities and authority, consistent with a CLO position of a publicly-traded company, including, without limitation, providing leadership, direction and oversight for all legal activities and issues of the Related Companies, including without limitation, all matters and reporting arising under the 1933 Securities Act and 1934 Exchange Act; imparting legal advice and guidance to the Board of Directors Directors, senior management and other staff of the Related Companies; managing general business transactions, drafting and reviewing contracts and other legal documentation; managing litigation, mediation and dispute resolution; managing external legal resources; participating in negotiation and structuring of new ventures and merger, acquisition and disposition transactions; assisting in the assessment, establishment and, as appropriate, upgrading of compliance programs and procedures related to general corporate and human resource matters; coordinating/managing corporate governance procedures; serving as a member of the senior leadership team; and supervising professional and administrative staff. Executive shall be based in Englewood, Colorado. Executive shall report directly to the Chief Executive Officer (“CEO”) of the Company has elected Employee as Vice-President and the other Related Companies. It is understood that Executive’s title and rate of pay may change in the future by mutual agreement in writing of the Companyparties and that this Agreement shall be automatically deemed amended at and as of the time of any such change, without the necessity of further formal amendment of this Agreement. (b) During Executive shall devote Executive’s best efforts and Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity in accordance with the Employment PeriodCompany’s applicable policies, Employee shall report as they may be amended from time to time) to the business and affairs of the Related Companies. Executive shall perform Executive’s duties and responsibilities under this Agreement to the best of Executive’s abilities in a diligent, trustworthy, businesslike and efficient manner. During employment, Executive will (i) avoid conflicts of interest, and (ii) advise the Parent’s Board of Directors of the Company. Employee's any business opportunity that involves products or services will be performed at the location designated like those offered by the Board of Directors. (c) The duties of Employee Related Companies or that a reasonable person in Executive’s position might otherwise anticipate that the Related Companies would have an interest in. Executive shall be those assigned subject to a duty of loyalty to Related Companies during Executive’s employment provided for hereunder and for as long thereafter as the law allows. This Section shall not prevent the Employee from owning securities of any corporation whose securities are publicly traded on a stock exchange recognized by the Chief Executive Officer or the Chairman proper authorities of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that country in which the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf stock exchange is located, if such holdings represent less than three percent (3%) of the Company or set salaries for any corporate employee without the prior approval aggregate issued and outstanding securities of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long same kind as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Companycorporation. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant to During the Bylaws of the CompanyTerm, the Board of Directors Executive shall serve as the President and Chief Operating Officer of the Company has elected Employee with such duties and responsibilities as Vice-President of the Company. (b) During the Employment Period, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those are customarily assigned to Employee such positions, and such other duties and responsibilities not inconsistent therewith as may from time to time be assigned to him by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval Board. During the Term, the Company shall cause the Executive to be included in the slate of persons nominated to serve as directors on the Board and shall use its best efforts to have the Executive elected and reelected to the Board. If the Executive is not elected or reelected as a member of the Board of Directorsit shall not constitute Good Reason under Paragraph 4(c) hereunder. (d1) Excluding During the Term, and excluding any periods of vacation and sick leave to which Employee the Executive is entitled entitled, and except as set forth in Section 3(d) hereofmay be otherwise authorized by the Board, Employee agrees that during the Employment Period he Executive shall devote substantially all of his full attention and time during business time hours to his responsibilities as described herein the business and affairs of the Company and shall perform carry out such responsibilities faithfully and efficiently and to the best of his abilitiesefficiently. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee The Executive may serve on corporate, industry, civic or charitable boards or committees and committees, so long as the Executive secures the prior written consent of the Board to engage in such activities, which consent will not be unreasonably withheld, and Exhibit A attached hereto contains a list of such current activities do not materially interfere which are all hereby approved. (2) Other than for periods spent traveling in connection with the performance of Employeethe Executive's duties and responsibilities for hereunder, the Company. (e) The Executive shall be based in Columbia, South Carolina. During the Term, the Company shall reimburse Employee for reasonable travel, lodging, entertainment provide the Executive with an executive apartment in the Columbia area (which shall be reasonably acceptable to Executive) and other business shall pay the customary temporary living expenses incurred by him in connection (including all transportation costs) associated with the CompanyExecutive's business, stay in the Columbia area. The aggregate cost to the Company shall not exceed $3,500 per month for living expenses plus $25,000 per year for taxation on transportation. The Executive shall provide the Company with acceptable documentation substantiating such living expenses and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Companytax costs.

Position and Duties. (a) Pursuant to Commencing on the Bylaws date hereof and for the remainder of the Employment Period, the Executive shall serve as the President and Chief Executive Officer of the Company, . The Executive shall report directly to the Board of Directors of the Company has elected Employee (the "Board") and shall have such duties and authority, consistent with his position as Vice-the President and Chief Executive Officer of the Company, as shall be assigned to him from time to time by the Board. The Executive's powers and authority shall be superior to those of any other officer or employee of the Company and all employees of the Company shall report to the Executive or his designees. (b) The Board shall appoint the Executive to the Board as a Class II director effective on the date hereof to hold office until the Company's 2003 annual meeting of stockholders or until his successor shall have been duly elected and qualified. The Board shall thereafter nominate and recommend the Executive for election to the Board, and shall use its best efforts to cause Executive to be elected and reelected to membership on the Board through the remainder of the Employment Period. The Executive shall serve on the Board for no additional compensation or fees. The Executive shall also serve, if requested by the Board, as an executive officer and director of subsidiaries and a director of associated companies of the Company for no additional compensation or fees. (c) During the Employment Period, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee the Executive agrees that during the Employment Period he shall to devote his full entire working time, attention and energies to the business time and affairs of the Company and to use his responsibilities as described herein and shall best efforts to perform such responsibilities faithfully and efficiently and such responsibilities. The Executive shall be entitled to the best not less than four (4) weeks of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t paid vacation during each calendar year of the CompanyEmployment Period. (d) During the Employment Period, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially substantially interfere with the performance of Employee's his duties and responsibilities for to the CompanyCompany hereunder, the Executive may engage in activities relating to personal matters (including personal and financial matters) and in industry, civic and charitable activities, including membership on charitable boards of directors or trusteeships of non-affiliated companies and organizations. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant During the Employment Period, the Executive shall serve as Chief Executive Officer of the Company with the appropriate authority, duties and responsibilities as are customarily attendant to such position at other similarly situated companies with significant private equity ownership, subject, in all instances, to the Bylaws general supervisory power of the Company’s board of directors (the “Board”) under applicable corporate law. During the Employment Period, the Board of Directors Executive shall serve as a member of the Company has elected Employee as Vice-President management committee of V.G.A.T. Investors, LLC (“Parent”) and the Board. Upon the termination or expiration of the CompanyEmployment Period, Executive shall resign as a member of the management committee, board of directors or any equivalent body of Parent and its subsidiaries, as the case may be and such obligation to resign shall survive the termination of this Agreement. (bi) During the Employment Period, Employee Executive shall report solely and directly to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee Executive agrees that during the Employment Period he shall to devote substantially all of his full business time and attention to his responsibilities as described herein the business and shall affairs of the Company and to use the Executive’s reasonable best efforts to perform such responsibilities faithfully and efficiently the duties and responsibilities assigned to Executive hereunder; provided that Executive shall be entitled to serve on the board of directors of Argo-Tracker Corporation to the extent that the management committee of Parent determines in its reasonable discretion that such service does not materially detract from the Executive’s performance of his duties hereunder. (ii) The Executive represents and warrants to the Company (A) that he is able to enter into this Agreement, that his ability to enter into this Agreement and to the best fully perform his duties of his abilities. Employee will employment are not work as an employee of limited to or restricted by any agreements, understandings instruments, orders, judgments or decrees to which Executive is a party or by which he is bound, (B) Executive is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other person, businessand (C) upon the execution and delivery of this Agreement by the Employer, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. For the purposes of this Agreement, the term “person” means any natural person, corporation, partnership, limited liability partnership, limited liability company, or entity, including self-employment, while t any other entity of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Companyany nature. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant Upon consummation of the acquisition, the ------------------- Executive shall serve as President and Chief Executive Officer of Devnet which shall be a wholly owned subsidiary of the Company or such successor to the Bylaws business of Devnet as the Company shall determine, reporting to the Chief Executive Officer of the Company, with such duties and responsibilities as are customarily assigned to such position, and such other duties and responsibilities not inconsistent therewith as may be assigned to the Executive from time to time by the Company. In addition, the Company shall recommend that the Executive be nominated as a member of the Board of Directors of the Company has and shall use its best efforts for so long as the Executive remains employed hereunder to have the Executive elected Employee as Vice-President to the Board of Directors during the CompanyEmployment Period. (b) During the Employment Period, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee agrees that during the Employment Period he Executive shall devote his full business time and efforts to the business and affairs of Devnet and use his responsibilities as described herein and shall perform best efforts to carry out such responsibilities faithfully and efficiently efficiently. During the Employment Period, the Executive shall not be engaged in any other business activity without the prior written consent of the Company except for time spent in managing his personal, financial, legal affairs and the real estate business activities in which the Executive is currently engaged and such other activities with respect to properties currently owned as Executive shall reasonably undertake, in each case only if, and to the best of his abilities. Employee will not work as an employee of any other personextent that, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employeethe Executive's duties and responsibilities for the Companyhereunder. (ec) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the CompanyExecutive's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses services shall be reviewed by performed at Devnet's Westport Connecticut headquarters subject to such business travel as may be required from time to time, or such other headquarters of Devnet in Connecticut as the Chief Executive Officer may determine, subject to ensure that such expenses constitute ordinary and necessary business expenses of the CompanyCompany approval.

Position and Duties. (a) Pursuant The Company hereby agrees to the Bylaws employ Executive as Executive Vice President of the Company, with such powers and duties as may be prescribed from time to time by the Board of Directors or the Chief Executive Officer of the Company, and the Bank hereby agrees to employ Executive as Executive Vice President and Senior Loan Officer of the Bank, with such powers and duties as may be prescribed by the Board of Directors or the Chief Executive Officer of the Bank, subject to the terms, conditions and provisions of this Agreement. Executive hereby accepts such employment and agrees to serve without additional compensation, if elected, in any other senior executive position of the Company reasonably requested of him and as an officer and/or director of any subsidiary of the Company in accordance with Section 7 hereof. Executive shall devote his full-time best efforts to such employment and shall apply substantially that degree of skill and diligence in rendering services to the Company and its subsidiaries under this Agreement as would be applied by a person of ordinary prudence and comparable experience under similar circumstances. In connection therewith, Executive shall report to and be subject to the direction of the Board of Directors and the Chief Executive Officer of the Company and the Board of Directors of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the CompanyBank. Notwithstanding the foregoing, Employee Executive may serve on corporatedevote a reasonable amount of his time to his personal investments and business affairs (including service as a director of unaffiliated companies) and to civic and charitable activities; provided, civic or charitable boards or committees so long however, Executive shall not accept any position as such activities do not materially interfere with the performance a director of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other any unaffiliated for-profit business expenses incurred by him in connection with organization without advance approval of the Company's businessBoard of Directors, and Employee which approval shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall not be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Companyunreasonably withheld.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, Employee the Executive shall report continue to serve as the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the President and Chief Executive Officer or of NFP and, subject to the provisions of this Section 2, as Chairman of the Board of DirectorsNFP (the “NFP Board”) and shall perform duties and be assigned responsibilities by the NFP Board that are commensurate with such offices. Employee acknowledges that his duties may vary from time During the Employment Period, the Executive shall report to time the NFP Board. During the Employment Period, and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee agrees that the Executive shall devote substantially all of her attention and time during normal business hours to the business and affairs of NFP and use the Executive’s reasonable best efforts to carry out the responsibilities assigned to the Executive under this Agreement faithfully and efficiently. The Executive shall not, during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of Period, engage in any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such business activities do not materially that will interfere with the Executive’s employment pursuant to this Agreement. Anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) serving on the boards of directors of charitable or educational organizations and/or, with the approval of the NFP Board as to each position, which approval shall not be unreasonably withheld, on the boards of directors of a reasonable number of other corporations or the boards of a reasonable number of trade associations, (ii) engaging in charitable activities and community affairs, and (iii) managing her personal and family investments and affairs, provided that all of the foregoing activities taken as a whole do not interfere or conflict with the proper performance of Employee's her duties and responsibilities for as NFP’s President and Chief Executive Officer. During the Company. (e) The Company Employment Period, the Executive’s services shall reimburse Employee for reasonable travelbe performed primarily at NFP’s office located in the New York metropolitan area, lodging, entertainment and other business expenses incurred by him subject to travel requirements in connection with the Company's businessExecutive’s duties under this Agreement. In addition, and Employee unless under applicable law (including without limitation any rules or regulations of any exchange on which NFP Common Stock (as defined below) is listed) the NFP Board must consist only of independent directors, with respect to each election of directors of NFP during the Employment Period, NFP shall keep such receipts and maintain such records cause the NFP Board to nominate the Executive for election to the NFP Board and, provided she is so elected, the NFP Board will elect the Executive as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses Chairman of the CompanyNFP Board unless under applicable law the Chairman must be an independent director. In addition, the NFP Board may in its discretion invite the Executive to attend the meetings of the NFP Board nominating committee, if any.

Position and Duties. (a) Pursuant Heretofore, Executive has served the Company since 1998 , became Vice President of Operations and named chief operating officer in 1999, and in 2002 became a member of the board of directors and was named the company’s Executive Vice President. In February of 2006, the board of directors elected Executive as its Executive Vice President once again. Heretofore the Executive has been employed without an employment agreement. Henceforth, the Company hereby employs Executive as its Executive Vice President pursuant to the Bylaws terms of this Agreement commencing as of the Effective Date for the "Term of Employment" (as herein defined below). In this capacity, Executive shall devote his best efforts and his full business time and attention to the performance of the services defined by the by-laws of the company, services customarily incident to such offices and position and to such other services of a senior executive nature as may be reasonably assigned by the Chief Executive Officer or requested by the Board of Directors (the "Board") of the Company which may include services for one or more subsidiaries or affiliates of the Company, . Executive shall in his capacity as an employee and officer of the Company be responsible to and obey the reasonable and lawful directives of the Chief Executive Officer and the Board of Directors of the Company has elected Employee as Vice-President of the CompanyHyperdynamics Corporation. (b) During Executive shall devote his full time (as defined below) and attention to such duties, except for sick leave, periodic personal trips and vacations as determined not to conflict with the material operations of the Company, and excused leaves of absences otherwise. Executive shall use his best efforts during the Term of Employment Periodto protect, Employee shall report to encourage, and promote the Board of Directors interests of the Company. Employee's services will Full time with respect to this agreement is understood to credit the Executive for his on-call status with regard to managing employees located around the world and recognizing that the Executive’s hours of specific work for the company are not limited to any specific range of time during a work day but can be performed at accomplished around the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee clock and on weekends and/or holidays if deemed necessary by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's businessExecutive himself, and Employee shall keep such receipts and maintain such records certain responsibilities of Executives responsibilities, as required approved by Company policythe Chief Executive Officer, may be done at any physical location including Executive’s home. All requests for reimbursement of reasonable business expenses shall be reviewed As approved by the Chief Executive Officer to ensure that such expenses constitute ordinary the company may establish full home computer system and access communications capabilities for Executive as deemed necessary business expenses by mutual agreement of the Chief Executive Officer and Executive. (c) Notwithstanding paragraph 2(b), Executive shall be entitled to sit as a director on other boards of directors so long as doing so presents no conflict of interest with Executive's performance of his duties or his positions at the Company, as determined and approved by the board of directors.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, Employee Executive shall report serve as the Chief Financial Officer of the Company and shall have the normal duties, responsibilities, functions and authority of the Chief Financial Officer, subject to the power and authority of the Board of Representatives of International Market Centers GP, LLC (provided that, following the consummation of the contemplated initial public offering of equity securities of International Market Centers, Inc. (“Parent”) pursuant to an offering registered under the Securities Act of 1933, Executive shall be subject to the power and authority of the Board of Directors of Parent) (such applicable board, the “Board”), in consultation with the Company’s Chief Executive Officer (the “Chief Executive Officer”), to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. Employee's During the Employment Period, Executive shall render to Parent, the Company and their Subsidiaries administrative, financial and other executive and managerial services will be performed at that are consistent with Executive’s position as the location designated by Chief Financial Officer of the Company, as the Board of Directorsmay from time to time direct. (cb) The duties of Employee Executive shall be those assigned report to Employee by the Chief Executive Officer or and the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time Board, and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he Executive shall devote his full business time and attention (except for vacation periods consistent with the terms of this Agreement and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their Subsidiaries. In performing his responsibilities as described herein duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and shall perform such responsibilities faithfully support and efficiently cooperate with Parent’s, the Company’s and their Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the best of his abilitiesbusiness and strategic plans approved by the Board. Employee will not work So long as an employee of any other person, business, or entity, including self-employment, while t of Executive is employed by the Company, Executive shall not, without the prior written permission from consent of the CompanyBoard, perform other services for compensation for the benefit of any Person other than the Company and its Affiliates. Notwithstanding Unless otherwise agreed by the foregoingparties to this Agreement, Employee Executive’s primary place of work shall (other than travel reasonably required for Company business) be in the greater Las Vegas, Nevada metropolitan area; provided, that Executive acknowledges and agrees that Executive’s position may serve on corporaterequire time spent in the greater High Point, civic or charitable boards or committees so long as such activities do not materially interfere North Carolina metropolitan area, with the performance time allocated between such areas to be determined by the Board in its sole discretion with consideration to the needs of Employee's duties and responsibilities for the Companybusiness. (ec) The Company shall reimburse Employee for reasonable travelFor purposes of this Agreement, lodging“Subsidiaries” means, entertainment and with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement entity of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses which more than 50% of the Companytotal voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person (or, in the case of a partnership, limited liability company or other similar entity, control of the general partnership, managing member or similar interests) or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof.

Position and Duties. (a) Pursuant to During the Bylaws Employment Period, Executive shall serve as Senior Vice President and General Manager, Caribbean of the Company. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Board of Directors Company and its affiliates (the “Company Group”) as are consistent with Executive’s position and the by-laws of the Company has elected Employee and as Vice-President the Chief Executive Officer (“CEO”) may from time to time reasonably direct. Executive shall also serve for no additional compensation or remuneration as an officer or director of such subsidiaries of the CompanyCompany as may from time to time be designated by the Board. (b) During the Employment Period, Employee Executive shall report to the Board Chief Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of Directors illness or other incapacity) to the business and affairs of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee Executive shall be those assigned perform his duties, responsibilities and functions to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and hereunder to the best of his abilitiesabilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s policies and procedures in all material respects. Employee will In performing his duties and exercising his authority under this Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and shall support and cooperate with the Company’s efforts to operate profitably and in conformity with the business and strategic plans approved by the Board. During the Employment Period, Executive shall not work serve as an employee of officer or director of, or otherwise perform services for compensation for, any other person, business, or entity, including self-employment, while t entity without the prior written consent of the CompanyBoard which shall not be unreasonably withheld; provided, without prior written permission from however, that the Company. Notwithstanding Board hereby consents to Executive’s service on and after the foregoing, Employee Commencement Date as a director of each of the corporations listed on Exhibit A. Executive may serve on corporateas an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic or charitable boards or committees organizations so long as such activities do not materially interfere with the Executive’s regular performance of Employee's duties and responsibilities for the Company. hereunder. Nothing contained herein shall preclude Executive from (ei) The Company shall reimburse Employee for reasonable travelengaging in charitable and community activities, lodging(ii) participating in industry and trade organization activities, entertainment (iii) managing his and other business expenses incurred by him in connection his family’s personal investments and affairs, and (iv) delivering lectures, fulfilling speaking engagements or teaching at educational institutions, provided that such activities do not materially interfere with the Company's business, regular performance of his duties and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Companyresponsibilities under this Agreement.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, Employee the Executive shall continue to be employed as the President and Chief Executive Officer of the Company and, when applicable, the Company shall cause the Executive to be reelected as a member of the Board. In his executive capacities, the Executive shall report to the Board through the Chairman of Directors the Board. During the Employment Period, no executive of the Company other than the Executive shall have a direct reporting relationship with the Chairman of the Board. During the Employment Period, the Executive shall have authority to make all operating decisions, plan the strategic direction of the Company, and hire, promote and terminate the employment of all personnel, subject to the direction of the Board. Employee's services will be performed at During the location designated by Employment Period, the Executive shall have such reasonable and customary powers as are generally associated with the positions of President and Chief Executive Officer, including, without limitation, authority to expend capital resources of the Company and shall have, subject to the direction of the Board, authority to fill all management positions. (b) If, during the Employment Period, ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall cease to serve as Chairman of the Board for any reason, the Company shall cause the Executive thereupon to be elected as Chairman of Directorsthe Board in addition to the positions of President and Chief Executive Officer and shall, as Chairman, report directly to the Board. (c) The duties of Employee shall be those assigned to Employee by During the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time Employment Period, and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee agrees that during the Employment Period he Executive shall devote his full principal attention and time during normal business time hours to his the business and affairs of the Company and, to the extent necessary to discharge the responsibilities as described herein and shall perform assigned to the Executive under this Agreement, use the Executive's reasonable best efforts to carry out such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Companyefficiently. Notwithstanding the foregoing, Employee may nothing in this Agreement shall be construed to limit the ability of the Executive, from and after the Split Date, to provide services to the entity which holds the Company's gaming operations following the Split. It shall not be considered a violation of the foregoing for the Executive to (A) serve on corporate, civic or charitable boards or committees (excluding those which would create a conflict of interest), (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not materially interfere with the performance of Employeethe Executive's duties and responsibilities for as an employee of the CompanyCompany in accordance with this Agreement. (ed) The Company Executive's services shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with be performed primarily at the Company's businessHeadquarters in Beverly Hills, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the CompanyCalifornia.

Position and Duties. (ai) Pursuant During the Employment Period and prior to a Change of Control Date, (A) if the Board determines that the Executive has been performing his duties in accordance with Section 4(a)(iii) hereof, it shall re-elect the Executive to the Bylaws position of President and Chief Operating Officer with substantially similar duties to those performed by the Executive on the Effective Date, (B) the Executive's services shall be performed at the Executive's location on the Effective Date, the Company's headquarters, or a location where a substantial activity for which the Executive has responsibility is located; provided, however, that in the event of the Company, departure of the Board of Directors Chief Executive Officer of the Company has elected Employee as Vice-President of incumbent in that position on the CompanyEffective Date the Executive's services shall be performed at the Executive's location on the Effective Date, unless the Executive agrees in writing to a different location. (bii) During the Employment Period and on and following a Change of Control Date, (A) the Executive's position (including status, offices, titles and reporting relationships), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 90-day period immediately preceding the Change of Control Date and (B) the Executive's services shall be performed at the location where the Executive was employed immediately preceding the Change of Control Date or any office or location less than thirty-five (35) miles from such location. (iii) During the Employment Period, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee the Executive agrees that to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period he it shall devote his full business time not be a violation of this Agreement for the Executive to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may (A) serve on corporate, civic or charitable boards or committees committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not materially significantly interfere with the performance of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.of

Position and Duties. (a) Pursuant During the Employment Period, Executive shall serve as the Chief Executive Officer and President of the Company and BlueLinx Holdings Inc. (“BHI”) and shall have the normal duties, responsibilities and authority of an executive serving in such position, subject to the Bylaws power of the Company, the Board of Directors of the Company has elected Employee (the “Company Board”) and the Board of Directors of BHI (the “BHI Board”), to provide oversight and direction with respect to such duties, responsibilities and authority, either generally or in specific instances. The Executive also shall hold similar titles, offices and authority with BHI’s direct and indirect subsidiaries, as Vice-President requested by the BHI Board from time to time, subject to the oversight and direction of the Companyrespective boards of directors of such entities. (b) During the Employment Period, Employee the Executive shall report be included in the management’s slate for election as a member of the BHI Board. Subject, as required, to reelection by BHI’s stockholders, Executive shall serve as a member of the BHI Board with no additional remuneration payable to Executive for that service. Upon the Date of Directors Termination, Executive shall, at the BHI Board’s request, resign from the Board, the BHI Board and any other board or committee of the Company. Employee's services will be performed at the location designated by the Board , BHI or any of Directorstheir respective subsidiaries or affiliates. (c) The duties During the Employment Period, Executive shall devote Executive’s reasonable best efforts and Executive’s full professional time and attention (except for permitted vacation periods and reasonable periods of Employee shall be those assigned illness or other incapacity) to Employee by the Chief Executive Officer or the Chairman business and affairs of the Board Company, BHI and their respective subsidiaries and affiliates. Executive shall perform Executive’s duties and responsibilities to the best of DirectorsExecutive’s abilities in a diligent, trustworthy and business-like manner. Employee acknowledges that his duties may vary from time to time and he further acknowledges that During the Employment Period, Executive shall not serve as a director or a principal of another company or any charitable or civic organization without the Company retains Board’s prior consent. Notwithstanding the flexibility foregoing, during the Employment Period, Executive may render charitable and civic services so long as such services do not materially interfere with Executive’s ability to assign various types of discharge his or her duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directorshereunder. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and Executive shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's Executive’s duties and responsibilities for with his or her principal office located in the CompanyAtlanta, Georgia metropolitan area. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (ai) Pursuant The Executive shall serve as President and Chief Executive Officer of Columbia Bank and CBSI, with the duties and responsibilities that are customarily assigned to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, Employee such positions. The Executive shall report to the Board of Directors of Columbia Bank and the Board of Directors of CBSI (the “Board”) and the Executive’s principal place of employment shall be at the Company’s corporate offices in Tacoma, Washington. The Executive shall be subject to and shall abide by each of the personnel policies applicable to senior executives and employees of the Company. (ii) On or as soon as practicable following the Effective Date, the Board shall appoint the Executive to the Board and during the Term, the Company shall use its best efforts to nominate the Executive for reelection to the Board. The Executive shall not receive separate or additional compensation for such Board service. At the termination of the Executive’s employment with the Company, the Executive shall resign from the Board and from his position as an officer or director of any of the Company’s subsidiaries if requested to do so by the Company. Employee's services will be performed at the location designated by the Board The preceding sentence shall survive any termination of Directorsthis Agreement. (ciii) The duties of Employee shall be those assigned to Employee While employed by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into Company, but excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee the Executive is entitled under this Agreement, the Executive shall be employed by the Company on a full-time basis and agrees to devote such time as set forth in Section 3(d) hereof, Employee agrees that during is necessary to discharge the Employment Period he shall devote his full business time responsibilities assigned to his responsibilities as described herein the Executive hereunder and shall to use the Executive’s reasonable best efforts to perform such responsibilities faithfully and efficiently and to efficiently. The Executive may (A) with the best prior written approval of his abilities. Employee the Chair of the Board (which will not work as an employee of any other personbe unreasonably withheld), business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (C) manage personal investments, so long as such activities do not materially interfere with the performance of Employee's duties the Executive’s responsibilities to the Company and responsibilities for the CompanyExecutive’s compliance with this Agreement, including, but not limited to, Section 9 and Section 10. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant to During the Bylaws Initial Period, the Executive shall serve as the sole Vice Chairman of the Company, and as President and Chief Operating Officer of the Company; during the Secondary Period, the Executive shall serve as the sole Vice Chairman of the Company, and as President and Chief Executive Officer of the Company; and on and after any date during the Employment Period as of which ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ceases to be Chairman of the Company, but in no event later than December 31, 1998, the Executive also shall serve as the Chairman of the Company; in each case with such duties and responsibilities as are customarily assigned to such positions, and such other duties and responsibilities not inconsistent therewith as may from time to time be assigned to him by the Board of Directors of the Company has elected Employee as Vice-President (the "Board"). The Executive shall be a member of the CompanyBoard on the first day of the Employment Period, and the Board shall propose the Executive for re-election to the Board and for positions specified above throughout the Employment Period. (b) Until the Executive becomes Chairman, he shall report directly to the Chairman and shall be the only officer reporting directly to the Chairman. An Office of the Chairman comprised solely of the Chairman and the Executive shall be established and the principal executive officers of the Company shall report to that Office of the Chairman. (c) During the Employment Period, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee agrees that during the Employment Period he Executive shall devote his full reasonable attention and time during normal business time hours to his the business and affairs of the Company and, to the extent necessary to discharge the responsibilities as described herein and shall perform assigned to the Executive under this Agreement, use the Executive's reasonable best efforts to carry out such responsibilities faithfully and efficiently and to the best of his abilitiesefficiently. Employee will It shall not work as an employee of any other person, business, or entity, including self-employment, while t be considered a violation of the Company, without prior written permission from foregoing for the Company. Notwithstanding the foregoing, Employee may Executive to serve on corporate, industry, civic or charitable boards or committees committees, so long as such activities do not materially significantly interfere with the performance of Employeethe Executive's duties and responsibilities for as an employee of the CompanyCompany in accordance with this Agreement. (ed) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's businessheadquarters shall be located in New York City, and Employee the Executive shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement reside in the general area of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the CompanyNew York City.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, Employee the Executive shall serve as President and Chief Executive Officer of the Company and SK Holdco, as well as a Director on the SK Holdco Board of Directors, and in appropriate positions in the subsidiaries and affiliates of the Company, with the duties, functions, responsibilities and authority customarily associated with such positions. The Executive will report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the SK Holdco Board of Directors. Employee acknowledges that During the Employment Period, the Executive will devote substantially all of his duties may vary from attention and time to time the business and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf affairs of the Company or set salaries for Company, excluding any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee Executive is entitled as set forth entitled, and will not engage in Section 3(d) hereofany other business activities that will unreasonably interfere with the Executive’s employment pursuant to this Agreement; provided that after the first anniversary of the Effective Date the Executive may serve on the board of directors, Employee agrees and any board committee, of up to two for-profit businesses that during do not compete with the Company. During the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to Period, the best of his abilities. Employee Executive will not work as an employee of any other person, business, or entity, including self-employment, while t be based out of the Company’s offices in Plano, without prior written permission Texas, and the Executive’s services shall be performed at such locations where the Company conducts business throughout North America as the needs and exigencies of the business of the Company from time to time reasonably require. The Executive will relocate from his current residence to the Dallas or Plano, Texas area as soon as practical, but in any event within 6 months of the Effective Date. The Company will reimburse the Executive for reasonable commuting expenses for up to three months from the CompanyEffective Date. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travelprovide the standard executive relocation privileges to the Executive in accordance with Company policies in effect on the Effective Date, lodging, entertainment and other business expenses incurred by him in connection but with the Company's businessfollowing revisions: (i) the Executive’s repayment obligation shall not apply in the case of termination without Cause or resignation for Good Reason, and Employee shall keep as both such receipts and maintain such records as required by Company policy. All requests for reimbursement terms are defined in Section 5 of reasonable business expenses this Agreement; (ii) the Executive’s Miscellaneous Expense Allowance shall be reviewed equal to one month’s Salary; (iii) the Executive shall be entitled to apply for and purchase, at his sole cost, additional Replacement Cost Insurance above and beyond what the Company provides; and (iv) all relocation amounts payable to Executive that are taxable income (and not deductible) shall be grossed up for all taxes subject to Section 5(g). Any sign-on bonus paid to the Executive shall be repaid immediately by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company if an event occurs which would require the Executive to repay any relocation amounts under the Company’s policies (as amended by this Agreement)(i.e., the Executive will have no signing bonus repayment obligations if the Executive’s termination is without Cause or due to resignation for Good Reason).

Position and Duties. (a) Pursuant to During the Bylaws Employment Period, the Executive shall serve as the President and Chief Operating Officer of the Company, with such duties and responsibilities as are customarily assigned to such position, and such other duties and responsibilities appropriate to such office as may from time to time be assigned to her by the Company's Chief Executive Officer or the Board of Directors of the Company has elected Employee (the "Board"). Executive shall report solely to the Chief Executive Officer and the Board. On the Effective Date, Executive shall be appointed as Vice-President a member of the Board, to serve as a member of the class of directors with the second longest remaining term as of the Effective Date. Subsequently, during the Employment Period, the Company shall cause the Executive to be included in the slate of persons nominated to serve as directors on the Board upon each expiration of Executive's term as a director of the Company and shall use its best efforts to have the Executive reelected to the Board. Following termination of the Executive's employment for any reason, the Executive shall immediately resign from the Board and from all other offices and positions she holds with the Company. (b) During the Employment Period, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee agrees that during the Employment Period he Executive shall devote his substantially her full attention and time during business time hours to his responsibilities as described herein the business and affairs of the Company and shall perform carry out such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Companyefficiently. Notwithstanding the foregoing, Employee to the extent consistent with the performance of her duties and responsibilities hereunder, the Executive may serve on corporate, industry, civic or charitable boards or and committees so long as such activities do not materially interfere and shall be permitted to make and manage her personal investments. (c) Other than for necessary travel in connection with the performance of Employee's her duties and responsibilities for hereunder, the Executive shall be based at the Company. (e) 's headquarters in the Harrisburg, Pennsylvania area. The Company shall reimburse Employee the Executive for the following relocation expenses: (i) the reasonable travelcosts associated with the selling of the Executive's current primary residence; (ii) reasonable living expenses for a residence for Executive and her family in the Harrisburg, lodgingPennsylvania area for a temporary period; (iii) a reasonable number of round trip visits between Harrisburg and the city in which the Executive's current residence is located, entertainment including reasonable costs for meals, lodging and transportation for the Executive and her family during such trips; and (iv) reasonable costs for moving Executive's household goods and cars to the Harrisburg, Pennsylvania area. In addition, the Executive may participate in a relocation service program, and the Company shall share in the expenses of such program on terms which the parties shall mutually agree upon. The reimbursement amount described herein shall be "grossed-up" to offset in full any net increase in Executive's federal, state and local income, employment and other business expenses incurred by him in connection with the Company's business, taxes resulting therefrom (and Employee shall keep from such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Companygross-up).

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (bi) During the Employment Period, Employee the Executive shall report serve as the Chief Executive Officer of the Company, and in such other position or positions with the Company and its subsidiaries as are consistent with the Executive’s positions as Chief Executive Officer of the Company, and shall have such duties and responsibilities as are assigned to the Executive by the Board of Directors consistent with the Executive’s position as Chief Executive Officer of the Company. Employee's services will be performed at The Executive agrees to serve as a member of the location designated by Board, if elected to serve in such position during the Board of Directors. (c) Employment Period. The duties of Employee shall be those assigned Executive agrees to Employee by the Chief Executive Officer or assist the Chairman of the Board with identifying potential candidates for service on the Board. During the Employment Period (and for 2016 during the three (3) to six (6) month period following the date of Directors. Employee acknowledges that his duties may vary from time this Agreement), the Executive agrees to time provide recommendations and he further acknowledges that an annual and organizational budget for the Company retains to the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of Board that includes specific financial and operational targets for the Company or set salaries for any corporate employee without the prior approval of which shall be used by the Board for the purposes of Directorsestablishing performance targets and goals in connection with awarding annual bonuses to the executive team including the Executive. Additionally, the Executive agrees to assist the Board with identifying names of candidates for certain key positions at the Company and a recommendation regarding salary and bonus structure for such positions. (dii) Excluding During the Employment Period, and excluding any periods of vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee the Executive agrees that to devote reasonable attention and time during the Employment Period he shall devote his full normal business hours and on a full-time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and basis to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t business and affairs of the Company, without prior written permission from to discharge the Companyresponsibilities assigned to the Executive hereunder, and to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. Notwithstanding During the foregoingEmployment Period it shall not be a violation of this Agreement for the Executive to (A) be employed by the Company or any of its subsidiaries or Affiliates, Employee may (B) serve on corporate, civic or charitable boards or committees, (C) deliver lectures, fulfill speaking engagements or teach at educational institutions, (D) serve as a non-executive outside director on the boards of directors and any board committees (or board of managers, as the case may be) of ▇▇▇▇▇ ▇▇▇▇▇▇▇ Foundation, Inc., continue her ownership of and involvement with W Products, LLC and W Skincare, or serve in any future non-executive outside director positions that are pre-approved by the Board and (E) manage personal investments, so long as such activities do not materially significantly interfere with the performance of Employee's duties and the Executive’s responsibilities as an employee of the Company in accordance with this Agreement or otherwise utilize material resources of the Company (such as Company personnel, travel paid for by the Company, etc.); provided, however, that the Executive shall not engage in other employment or undertake any other commercial business activities unless the Executive obtains the prior written consent of the Board. The Board may deny or rescind consent to the Executive’s service as a director of all other corporations or participation in other business or public activities if the Board, in its sole discretion, determines that such activities compromise or threaten to compromise the Company’s business interest or conflict with the Executive’s duties to the Company; provided, however, the Board may not deny or rescind consent relative to the Executive’s involvement in her skincare business. The Executive shall be permitted to retain all compensation in respect of any of the services or activities referred to in this Section 2(a)(ii). (eiii) The Company location at which the Executive will perform services pursuant to this Agreement shall reimburse Employee for reasonable travelinitially be the existing offices of Organic Holdings LLC, lodgingin Boca Raton, entertainment and other business expenses incurred by him in connection with the Company's businessFlorida. A transfer to an office located more than 25 miles from Boca Raton, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses Florida, shall be reviewed by deemed a material change in the Chief geographic location at which the Executive Officer must perform the services pursuant to ensure that such expenses constitute ordinary and necessary business expenses of the Companythis Agreement.

Position and Duties. (a) Pursuant to During the Bylaws Employment Term (as defined in Section 2 hereof), the Executive shall serve as the Chief Executive Officer of the Company. In this capacity, the Executive shall have the duties, authorities and functions commensurate with the duties, authorities and functions of persons holding such titles in similarly-sized companies. The Executive’s principal place of employment with the Company shall be in New York, New York, provided that the Executive understands and agrees that the Executive may be required to travel from time to time for business purposes. The Executive shall report directly to the Board of Directors (the “Board”) of PubCo. The Executive shall continue to serve on the Board as of the Effective Date and the Company has elected Employee as Vice-President shall use its reasonable best efforts to nominate the Executive for election to the Board at each annual meeting of PubCo’s stockholders during the CompanyEmployment Term; provided that the foregoing shall not be required to the extent prohibited by legal or regulatory requirements. (b) During the Employment PeriodTerm, Employee the Executive shall report devote such necessary business time, energy, business judgment, knowledge and skill and the Executive’s best efforts to the Board of Directors performance of the Executive’s duties with the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges , provided that the Company retains foregoing shall not prevent the flexibility to assign various types Executive from (i) serving on the boards of duties to Employee. Employee does not have the authority to enter into any contracts on behalf directors of the Company or set salaries for any corporate employee without non-profit organizations and, with the prior written approval of the Board Board, other for profit companies, (ii) participating in charitable, civic, educational, professional, community or industry activities, (iii) managing the Executive’s personal investments, (iv) pursuing, investing in, acquiring, or otherwise participating in any Declined Opportunity or Outside Opportunity in accordance with Section 26 of Directors. this Agreement and (dv) Excluding periods of vacation and sick leave to which Employee is entitled providing services or investments as set forth in Section 3(don Exhibit A (collectively, the “Permitted Activities”) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities in the aggregate do not materially interfere with the performance of Employee's Executive’s duties and responsibilities hereunder or, other than for the Companya Declined Opportunity, create a business or fiduciary conflict. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant to During the Bylaws Term, the Executive shall serve as Executive Chairman of the Company and as Chairman and as a member the Company, the 's Board of Directors (the "Board"), in each case with such duties and responsibilities as are customarily assigned to these positions, and such other duties and responsibilities not inconsistent therewith as may from time to time be assigned to him by the Board. During the Term, the Executive shall report to the Board. During the Term, the Chief Executive Officer of the Company has elected Employee as Vice-President and the Discovery Research, Venture Investing, Public Policy, Public Relations, Corporate Strategy, Portfolio Management and Strategic Initiatives functions of the CompanyCompany shall report, directly or indirectly, to the Executive. During the Term, the Company shall cause the Executive to be included in the slate of persons nominated to serve as members of the Board and shall use its best efforts (including, without limitation, the solicitation of proxies) to have the Executive elected and reelected to the Board. (b) During the Employment PeriodTerm, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee agrees that during the Employment Period he Executive shall devote his full business attention and time to his responsibilities as described herein the business and affairs of the Company and shall perform such use all reasonable efforts to carry out his responsibilities faithfully and efficiently and efficiently. However, the Executive may, subject to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t prior approval of the CompanyBoard, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporateup to three for-profit corporate boards and such industry, civic or charitable boards or committees as Executive may determine, so long as such these activities do not materially interfere with the performance of Employeethe Executive's duties and responsibilities for to the Company. For purposes of the immediately preceding sentence, Executive's service on the Boards of Illumina, Inc. and California Healthcare Institute shall be deemed approved by the Board as of the Effective Time. (ec) The Company During the Term, the Executive shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with be based at the Company's businessSan Diego Center of Excellence in the San Diego, and Employee shall keep such receipts and maintain such records as California metropolitan area, except for travel reasonably required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses performance of the CompanyExecutive's duties hereunder.

Position and Duties. (a) Pursuant The Executive shall serve in the capacity or capacities and have the duties of the President and Chief Executive Officer of Envirogen, as such duties are set forth in the bylaws of Envirogen, and shall report to, be accountable to and subject to the Bylaws of the Companysupervision of, and shall also have such other powers, duties and responsibilities as may from time to time be prescribed by, the Board of Directors of Envirogen, provided that such other duties and responsibilities are not inconsistent with the Company has elected Employee Executive's position and those duties set forth herein and in the bylaws of Envirogen. The Executive shall also serve as Vice-President Chairman of the Company. (b) During the Employment Period, Employee Envirogen so long as he shall report to be a member of the Board of Directors of the CompanyEnvirogen. Employee's services will Envirogen shall use its reasonable efforts to cause Executive to be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman elected a member of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that Directors during the Company retains period this Agreement is in effect, but the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf failure of the Company or set salaries for any corporate employee without stockholders of Envirogen to elect the prior approval Executive a member of the Board of Directors. (d) Excluding periods Directors of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he Envirogen shall devote his full business time to his responsibilities as described herein and not constitute a breach of this Agreement by Envirogen. The Executive shall perform such responsibilities faithfully and efficiently discharge, faithfully, diligently and to the best of his abilitiesability, such duties and responsibilities. Employee The Executive shall not accept a position on the Board of Directors of any company other than Envirogen or a subsidiary thereof without the prior consent of the Board of Directors of Envirogen; provided that Executive may continue to serve on the boards of (i) Nexcycle, Inc., United States Filter Corporation, and ATMI, Inc. throughout his term of employment and (ii) Transition Systems, Inc. and Health Vision through the expiration of his current term as a Director at such companies. Subject to the time devoted to the foregoing companies, the Executive shall devote substantially all his working time and efforts to the business and affairs of Envirogen and its subsidiaries and affiliates. The Executive represents to Envirogen that on the date hereof he is not party to any agreement which conflicts with his obligations hereunder and that he will not work as an employee of become party to any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Companyagreement. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, Employee : (i) The Executive shall report to be employed as the Chairman of the Board and Chief Executive Officer of Directors the Company and shall be responsible for the general management of the affairs of the Company. EmployeeThe Executive, in carrying out his duties under this Agreement, shall report only to the Board. The Executive's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held by, exercised by or assigned to the Executive at the Effective Date. The Executive's services will shall be performed at the location designated where the Executive was employed immediately preceding the Effective Date or any office which is the headquarters of the Company and is less than 50 miles from such location. It is hereby agreed and understood that the Executive may be required by the Board Company to move his business office (within the 50-mile limit set forth above) but not his principle place of Directorsresidence. In the event that the Company requires the Executive to move his main office outside of Harr▇▇ ▇▇▇nty, the Company shall provide, at no expense to the Executive, an apartment or townhome in the new location which is commensurate with the Executive's standard of living. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (dii) Excluding any periods of vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee the Executive agrees that to devote reasonable attention and time during normal business hours to the Employment Period he shall devote his full business time and affairs of the Company and, to his the extent necessary to discharge the responsibilities as described herein and shall assigned to the Executive hereunder, to use the Executive's reasonable best efforts to perform such responsibilities faithfully and efficiently and such responsibilities. It shall not be a violation of this Agreement for the Executive to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may (a) serve on corporate, civic or charitable boards or committees committees, (b) deliver lectures, fulfill speaking engagements or teach at educational institutions and (c) manage personal investments, so long as such activities do not materially significantly interfere with the performance of Employeethe Executive's duties responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities for to the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant to During the Bylaws Employment Period, Executive shall serve as Vice President of Operations of the Company. During the Employment Period, Executive shall render such administrative, operational and other executive and managerial services to the Board of Directors Company and its affiliates (the “Company Group”) as are consistent with Executive’s position and the by-laws of the Company has elected Employee and as Vice-President the Chief Executive Officer of the CompanyCompany (the “CEO”) may from time to time reasonably direct. Executive shall also serve for no additional compensation or remuneration as an officer or director of the Company or such subsidiaries of the Company as may from time to time be designated by the Board. (b) During the Employment Period, Employee Executive shall report to the Board CEO and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of Directors illness or other incapacity) to the business and affairs of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee Executive shall be those assigned perform his duties, responsibilities and functions to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and hereunder to the best of his abilitiesabilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s policies and procedures in all material respects. Employee will In performing his duties and exercising his authority under this Agreement, Executive shall support and implement the business, operational and strategic plans approved from time to time by the CEO and shall support and cooperate with the Company’s efforts to operate in conformity with the business and strategic plans approved by the CEO. During the Employment Period, Executive shall not work serve as an employee of officer or director of, or otherwise perform services for compensation for, any other person, business, or entity, including self-employment, while t entity without the prior written consent of the Company, without prior written permission from the CompanyCEO which shall not be unreasonably withheld. Notwithstanding the foregoing, Employee Executive may serve on corporateas an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic or charitable boards or committees organizations so long as such activities do not materially interfere with the Executive’s regular performance of Employee's duties and responsibilities for the Company. hereunder in any material respect. Nothing contained herein shall preclude Executive from (ei) The Company engaging in charitable and community activities, (ii) participating in industry and trade organization activities, and (iii) managing his and his family’s personal investments and affairs; provided , that Executive shall reimburse Employee for reasonable travelnot have any ownership interest (of record or beneficial) in any firm, lodgingcorporation, entertainment and partnership, proprietorship or other business expenses incurred by him in connection that competes directly with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests ’s business except for reimbursement (x) an investment of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses not more than 1.0% of the Companyoutstanding securities of a company traded on a public securities exchange or (y) investments made through public mutual funds.

Position and Duties. (a) Pursuant During the Employment Period, Executive shall serve as the chief operating officer of the Company and shall have the normal duties, responsibilities and authority of an executive serving in such position, subject to the Bylaws power of the Company, the Board board of Directors of the Company has (the "Board") or the Chairman and Chief Executive Officer of the Company to expand or limit such duties, responsibilities and authority, either generally or in specific instances. Executive shall have the title President of the Company, subject to the power of the Board to change such title from time to time. During the Employment Period, Executive shall also serve as a director of the Company for so long as the Board nominates him to that position and he is elected Employee to it, and as Vice-President a director of any affiliate of the Company designated by the Board for so long as the Board causes him to be elected to such position. (b) Executive shall report to the Chairman and Chief Executive Officer of the Company. (bc) During the Employment Period, Employee Executive shall report devote his best efforts and his full business time and attention (except for permitted vacation periods, reasonable periods of illness or other incapacity, and, provided such activities do not have more than a de minimis effect on Executive's performance of his duties under this Agreement, participation in charitable and civic endeavors and management of Executive's personal investments and business interests) to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time business and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf affairs of the Company and the business and affairs of any subsidiary or set salaries for any corporate employee without affiliate. Executive shall perform his duties and responsibilities to the prior approval best of the Board of Directorshis abilities in a diligent, trustworthy, businesslike and efficient manner. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and Executive shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for principally in the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's businessCleveland metropolitan area, and Employee shall keep such receipts and maintain such records as not be required by Company policy. All requests for reimbursement to travel outside that area any more extensively than he has done in the past in the ordinary course of reasonable the business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (bi) During the Employment Period, Employee the Executive shall serve as Chief Financial Officer of the Company and the Principal Financial Officer and the Principal Accounting Officer of the Company, and in such other position or positions with the Company and its subsidiaries as are consistent with the Executive’s position as Chief Financial Officer of the Company and the Principal Financial Officer and the Principal Accounting Officer of the ​ Company, and shall have such duties and responsibilities as are assigned to the Executive by the Board consistent with the Executive’s position as Chief Financial Officer of the Company and the Principal Financial Officer and the Principal Accounting Officer of the Company. The Executive shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of DirectorsCompany (the “CEO”). Employee acknowledges that his duties may vary The Executive shall work remotely from both the Executive’s home office and as reasonably requested from time to time at the Company’s principal executive offices and he further acknowledges that such other locations as needed or reasonably requested from time to time by the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of DirectorsCEO. (dii) Excluding During the Employment Period, and excluding any periods of vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee the Executive agrees that to devote reasonable attention and time during the Employment Period he shall devote his full normal business hours and on a full-time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and basis to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t business and affairs of the Company, without prior written permission from to discharge the Companyresponsibilities assigned to the Executive hereunder, and to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. Notwithstanding During the foregoing, Employee may Employment Period it shall not be a violation of this Agreement for the Executive to (A) be employed by the Company or any of its subsidiaries or Affiliates (as defined below); (B) serve on corporate, civic or charitable boards, committees, or advisory boards; (C) deliver lectures, fulfill speaking engagements or teach at educational institutions; (D) manage personal investments; (E) serve on the boards of directors of not-for-profit organizations; or committees (F) serve on the boards of directors of the corporate entities on which the Executive currently serves, so long as such entities are not Competitors (as defined below) and such activities do not materially significantly interfere with the performance of Employee's duties and the Executive’s responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses an employee of the CompanyCompany in accordance with this Agreement.