Common use of Position and Duties Clause in Contracts

Position and Duties. (i) During the Employment Period, (A) the Employee'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, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) the Employee's services shall be performed at the location where the Employee was employed immediately preceding the Effective Date or any office or location less than 35 miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee is entitled, the Employee agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer and, to the extent necessary to discharge the responsibilities assigned to the Employee hereunder, to use the Employee's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Employee's responsibilities as an employee of the Employer in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Employee 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 Employee's responsibilities to the Employer.

Position and Duties. (i) During the Employment Period, (A) the Employee's 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, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and Date, (B) the Employee's Executive’s services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Date or any office or location less than 35 miles from such locationlocation and (C) the Executive shall not be required to travel on Company business to a substantially greater extent than required immediately prior to the Effective Date. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the Employee's Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Employee's Executive’s responsibilities as an employee of the Employer 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 Employee 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 Employee's Executive’s responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment Period, (A) the Employee's Executive’s position (including status, offices, titles and reporting requirements), authority, duties duties, and responsibilities shall be at least commensurate in all material respects with the most significant of those held, held and exercised by and assigned to the Executive at any time during the 120-day period immediately preceding the Effective Date and (B) the Employee's Executive’s services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Date or any office or location less than 35 miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the Employee's Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Employee's Executive’s responsibilities as an employee of the Employer 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 Employee 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 Employee's Executive’s responsibilities to the EmployerCompany. (iii) This Agreement shall be canceled and will not be effective in any manner in the event that the Executive’s employment with the Company terminates prior to the Effective Date. As of and after such termination, this Agreement shall be deemed to be null and void and may not be reinstated except by the signature of the Chief Executive Officer of the Company.

Position and Duties. (i1) During the Employment Period, (A) the EmployeeExecutive'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, held or exercised by and assigned to the Executive at any time during the 120-day period immediately preceding the Effective Date and (B) the EmployeeExecutive's services shall be performed at the location office where the Employee Executive was employed immediately preceding the Effective Date or at any office or other location less than 35 25 miles from such locationoffice. (ii2) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the EmployeeExecutive's reasonable best efforts to perform faithfully and efficiently such responsibilitiesresponsibilities to the best of his or her ability. During the Employment Period Period, it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the EmployeeExecutive's responsibilities as an officer or employee of the Employer Company in accordance with this Agreement. It is expressly understood and agreed that that, to the extent that any such activities have been conducted by the Employee 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 EmployeeExecutive's responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment Period, (A) the Employee's 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, exercised and assigned at any time during the 12090-day period immediately preceding the Effective Date and (B) the Employee's Executive’s services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Date or any office or location which is the headquarters of the Company and is less than 35 miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the Employee's Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period Period, it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Employee's Executive’s responsibilities as an employee of the Employer 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 Employee 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 hereafter be deemed to interfere with the performance of the Employee's Executive’s responsibilities to the EmployerCompany.

Position and Duties. (i) During the Change of Control Employment Period, (A) the EmployeeExecutive'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, exercised and assigned at any time during the 12090-day period immediately preceding the Effective Date and (B) the EmployeeExecutive's services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Date or any office or location which is the headquarters of the Company and is less than 35 miles from such location. (ii) During the Change of Control Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the EmployeeExecutive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Change of Control Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the EmployeeExecutive's responsibilities as an employee of the Employer 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 Employee 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 EmployeeExecutive's responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment Period, (A) the EmployeeExecutive's position (including status, offices, titles titles, and reporting requirements), authority, duties duties, and responsibilities with the Company or its affiliated companies or both, as the case may be, shall be in every respect at least commensurate in all material respects with the most significant of those held, exercised exercised, and assigned at any time during the 12090-day period immediately preceding the Effective Date and (B) the EmployeeDate. The Executive's services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Date or any office or location less than 35 20 miles from such location. (ii) , although the Executive understands and agrees that he may be required to travel from time to time for business purposes. During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable substantially all of his time and attention and time during normal business hours to the business and affairs of the Employer and, to the extent necessary to discharge the responsibilities assigned to the Employee hereunder, Company and its affiliated companies and to use the Employee's his reasonable best efforts to perform faithfully and efficiently such responsibilitiesthe duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage devote reasonable amounts of time to the management of his and his family's personal investmentsinvestments and affairs, so long as such activities do not significantly interfere with the performance of the EmployeeExecutive's responsibilities as an employee of the Employer Company or its affiliated companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Employee Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or 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 EmployeeExecutive's responsibilities to the EmployerCompany and its affiliated companies.

Position and Duties. (i1) During the Employment Period, (A) the Employee's 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, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and Date, (B) the Employee's Executive’s services shall be performed at the location office where the Employee Executive was employed immediately preceding the Effective Date Date, and (C) the Executive shall not be required to travel on Bank or any office or location less Company business to a substantially greater extent than 35 miles from such locationrequired during the 120-day period immediately prior to the Effective Date. (ii2) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Bank and the Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the Employee's Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period Period, it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Employee's Executive’s responsibilities as an employee of the Employer Bank or the Company in accordance with this Agreement. It is expressly understood and agreed that that, to the extent that any such activities have been conducted by the Employee 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 Employee's Executive’s responsibilities to the EmployerBank and the Company.

Position and Duties. (i) During the Employment Period, (A) the EmployeeExecutive'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, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) the EmployeeExecutive's services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Date or Date, any office or location less than 35 miles from such location, or any other location to which the Company's Headquarters Office, Corporate Department Office, Division Office where the Executive was employed immediately preceding the Effective Date is relocated. Notwithstanding clause (A) of the preceding sentence, the Executive's position need not comply with the requirements of clause (A) provided that both of the conditions set forth in the proviso to clause (i) of Section 5(c) are satisfied. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the EmployeeExecutive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the EmployeeExecutive's responsibilities as an employee of the Employer 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 Employee 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 EmployeeExecutive's responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment Period, (A) the EmployeeExecutive'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, exercised and assigned at any time during the 12090-day period immediately preceding the Effective Date and (B) the EmployeeExecutive's services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Date or any office or location which is the headquarters of the Company and is less than 35 miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the EmployeeExecutive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, ; (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and institutions; or (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the EmployeeExecutive's responsibilities as an employee of the Employer 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 Employee 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 EmployeeExecutive's responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment Period, (A) the EmployeeExecutive's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be performed for the senior surviving company following a Change in Control as described in Section 2(b) of this Agreement, and such position shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) the EmployeeExecutive's services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Date or any office or location less than 35 miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick personal leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the EmployeeExecutive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period Period, it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the EmployeeExecutive's responsibilities as an employee of the Employer 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 Employee 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 EmployeeExecutive's responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment PeriodTerm, (A) the Employee's position (including status, offices, titles and reporting requirements)Executive’s position, authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned to him at any time during the 120-day period immediately preceding the Effective Date and (B) the Employee's Executive’s services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Date or any office or location less than 35 miles from such location. (ii) During the Employment PeriodTerm, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable Executive’s best efforts and Executive’s full business time and attention and time during normal business hours to the business and affairs of the Employer and, to the extent necessary to discharge the responsibilities assigned to the Employee hereunder, to use the Employee's reasonable best efforts to perform faithfully Company and efficiently such responsibilitiesits subsidiaries. During the Employment Period Term it shall not be a violation of this Agreement Appendix I or the Employment Letter for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions institutions, and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Employee's Executive’s responsibilities as an employee of the Employer Company in accordance with this AgreementAppendix I and the Employment Letter. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Employee 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 Employee's Executive’s responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment Period, (A) the Employee's 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, exercised and assigned at any time during the 120-day 90day period immediately preceding the Effective Date and (B) the Employee's Executive’s services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Date or any office or location which is the headquarters of the Company and is less than 35 miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the Employee's Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period Period, it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Employee's Executive’s responsibilities as an employee of the Employer 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 Employee 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 hereafter be deemed to interfere with the performance of the Employee's Executive’s responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment Period, (A) the EmployeeExecutive'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, exercised and assigned at any time during the 12090-day period immediately preceding the Effective Date and (B) the EmployeeExecutive's services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Date or any office or location which is the headquarters of the Company and is less than 35 miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the EmployeeExecutive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period Period, it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the EmployeeExecutive's responsibilities as an employee of the Employer 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 Employee 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 hereafter be deemed to interfere with the performance of the EmployeeExecutive's responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment Period, (A) the EmployeeExecutive's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall shall, in the aggregate, be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date Date, and neither a reduced scope of the Executive's responsibilities resulting from the fact that the Change of Control has created a larger organization, nor a change in the Executive's position (Bincluding status, offices, titles and reporting requirements) shall be the Employeesole basis for determining whether the requirements of this Section 5(a)(i) are met. (ii) During the Employment Period, the Executive's services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Date or any office or location less than 35 50 miles from such location. (iiiii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Energy Group or any of its affiliated companies and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the EmployeeExecutive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the EmployeeExecutive's responsibilities as an employee of the Employer Energy Group or any of its affiliated companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Employee 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 EmployeeExecutive's responsibilities to the EmployerEnergy Group or any of its affiliated companies.

Position and Duties. (i) During the Employment Period, (A) the EmployeeExecutive's position (including status, offices, titles titles, and reporting requirements)requirements with the Company or its affiliated companies or both, authorityas the case may be, duties and responsibilities shall be at least commensurate with those in all material respects with the most significant of those held, exercised and assigned at any time effect during the 12090-day period immediately preceding the Effective Date Date. The duties and (B) responsibilities assigned to the EmployeeExecutive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Date or any office or location less than 35 20 miles from such location. (ii) , although the Executive understands and agrees that he may be required to travel from time to time for business purposes. During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable substantially all of his time and attention and time during normal business hours to the business and affairs of the Employer and, to the extent necessary to discharge the responsibilities assigned to the Employee hereunder, Company and its affiliated companies and to use the Employee's his reasonable best efforts to perform faithfully and efficiently such responsibilitiesthe duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage devote reasonable amounts of time to the management of his and his family's personal investmentsinvestments and affairs, so long as such activities do not significantly interfere with the performance of the EmployeeExecutive's responsibilities as an employee of the Employer Company or its affiliated companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Employee Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or 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 EmployeeExecutive's responsibilities to the EmployerCompany and its affiliated companies.

Position and Duties. (i) During the Employment Period, (A) the EmployeeExecutive'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, exercised and assigned at any time during the 12090-day period immediately preceding the Effective Date and (B) the EmployeeExecutive's services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Date or any office or location which is the headquarters of the Company and is less than 35 miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the EmployeeExecutive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the EmployeeExecutive's responsibilities as an employee of the Employer 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 Employee 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 EmployeeExecutive's responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment Period, (A) the Employee's 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, exercised and assigned at any time during the 12090-day period immediately preceding the Effective Date Date; and (B) the Employee's Executive’s services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Date or any office or location less than 35 50 miles from such location. (ii) During Except as otherwise expressly provided in this Agreement, during the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the Employee's Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period Period, it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Employee's Executive’s responsibilities as an employee of the Employer 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 Employee 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 Employee's Executive’s responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment Period, (A) the Employee's 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, exercised and assigned to the Executive at any time during the 120-day 120‑day period immediately preceding the Effective Change of Control Date and (B) the Employee's Executive’s services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Change of Control Date or any office or location less than 35 miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the Employee's Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions institutions, and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Employee's Executive’s responsibilities as an employee of the Employer 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 Employee Executive prior to the Effective Change of Control Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Change of Control Date shall not thereafter be deemed to interfere with the performance of the Employee's Executive’s responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment PeriodPeriod 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 position of Senior Vice President with substantially similar duties to the position held by the Executive on the Effective Date, and (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. (ii) During the Employment Period and on and following a Change of Control Date, (A) the EmployeeExecutive's position (including status, offices, titles and reporting requirementsrelationships), 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 12090-day period immediately preceding the Effective Change of Control Date and (B) the EmployeeExecutive's services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Change of Control Date or any office or location less than 35 miles from such locationwhere a substantial activity for which the Executive has responsibility is located. (iiiii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the EmployeeExecutive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the EmployeeExecutive's responsibilities as an employee of the Employer Company in accordance with this Agreement. It is also expressly understood and agreed that to the extent that any such activities have been conducted by the Employee 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 EmployeeExecutive's responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment Period, (A) the Employee's ’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, exercised and assigned at any time during the 120-day period immediately preceding following the Effective Date Time of the Crescent Merger, and (B) the Employee's ’s services shall be performed at the location where the Employee was employed immediately preceding the Effective Date or any office or location less than 35 50 miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee is entitled, the Employee agrees to shall devote reasonable his full business attention and time during normal business hours to the business and affairs of the Employer and, to the extent necessary to discharge the responsibilities assigned to the Employee hereunder, to Bank and shall use the Employee's his reasonable best efforts to perform faithfully and efficiently such responsibilitiesall responsibilities assigned to him and consistent with applicable laws, regulations and requirements of applicable governmental authorities, and the Company’s and the Bank’s policies, codes of conduct, practices and progress. During the Employment Period it shall not be a violation of this Agreement for the Employee to (A) serve on a reasonable number of corporate, civic or charitable boards or committeescommittees that promote the Bank’s interests in serving its communities, (B) deliver lecturesengage in other business activities that do not represent a conflict of interest with the Company, fulfill speaking engagements the Bank or teach at educational institutions the Affiliated Companies or the full execution of his duties to the Bank, and (C) manage personal investments, so long as such activities do not significantly materially interfere with the performance of the Employee's ’s responsibilities as an employee of the Employer Bank in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Employee 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 Employee's responsibilities to the Employer.

Position and Duties. (i) During the Employment Period, (A) the EmployeeExecutive'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, exercised and assigned at any time during the 12090-day period immediately preceding the Effective Date and (B) the EmployeeExecutive's services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Date or any office or location less than 35 miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee is entitled, the Employee Executive agrees to devote her reasonable full time and attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the EmployeeExecutive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) serve on corporate boards or committees other than the Company's to the extent approved by the Company's Board, (C) deliver lectures, fulfill speaking engagements or teach at educational institutions and (CD) manage personal investments, so long as such activities do not significantly interfere with the performance of the EmployeeExecutive's responsibilities as an employee of the Employer 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 Employee 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 EmployeeExecutive's responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment Period, (A) the EmployeeExecutive's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects aspects with the most significant of those held, exercised and assigned at any time during the 12090-day period immediately preceding the Effective Date and (B) the EmployeeExecutive's services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Date or any office or location which is the headquarters of the Company and is less than 35 miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the EmployeeExecutive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities are similar to such activities of the Executive prior to the Effective Date and do not significantly interfere with the performance of the EmployeeExecutive's responsibilities as an employee of the Employer Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been been, conducted by the Employee 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 EmployeeExecutive's responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment Period, , (A) the Employee's ’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, exercised and assigned at any time during the 12090-day period immediately preceding the Effective Date and Date, and (B) the Employee's ’s services shall be performed at the location where the Employee was employed immediately preceding the Effective Date or any office or location less than 35 forty (40) miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee is entitled, the Employee agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee hereunder, to use the Employee's ’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee to to (A) serve on corporate, civic or charitable boards or committees, , (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and institutions, and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Employee's ’s responsibilities as an employee of the Employer 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 Employee 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 Employee's ’s responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment Period, (A) the Employee's 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, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) the Employee's Executive’s services shall be performed at the location where the Employee was employed Executive performed the majority of the Executive’s services immediately preceding the Effective Date or any office or location less than 35 50 miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the Employee's Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions institutions, and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Employee's Executive’s responsibilities as an employee of the Employer in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Employee 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 Employee's Executive’s responsibilities to the Employer.

Position and Duties. (i) During the Employment Period, Executive will serve as Co-Chief Development Officer of the Company and will report to the Company’s Chief Executive Officer. Executive will have those powers and duties normally associated with the position of Co-Chief Development Officer and such other powers and duties as may be reasonably prescribed by or at direction of the Chief Executive Officer or the board of trustees of the Company (A) the Employee's position (including status, offices, titles and reporting requirements“Board”), authorityprovided that such other powers and duties are consistent with Executive’s position as Co-Chief Development Officer of the Company. Executive will devote substantially all of his working time, attention and energies during normal business hours (other than absences due to illness or vacation) to the performance of his duties for the Company and responsibilities shall be at least commensurate in all material respects with its affiliates. Without the most significant consent of those heldthe Board, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) the Employee's services shall be performed at the location where the Employee was employed immediately preceding the Effective Date or any office or location less than 35 miles from such location. (ii) During the Employment Period, and excluding Executive will not serve on the board of directors, trustees or any periods similar governing body of vacation and sick leave to more than one for-profit entity (with the exception of any entity which the Employee is entitled, the Employee agrees to devote reasonable attention and time during normal business hours has been disclosed to the business and affairs Company on a list provided to the Company by Executive coincident with the execution of this Agreement). Notwithstanding the Employer andabove, Executive will be permitted, to the extent necessary to discharge such activities do not substantially interfere with the performance by Executive of his duties and responsibilities assigned to the Employee hereunderhereunder or violate Section 11(a), (b) or (c) of this Agreement, to use the Employee's reasonable best efforts to perform faithfully (i) manage Executive’s (and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee to his immediate family’s) personal, financial and legal affairs, and (Aii) 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 significantly interfere with the performance of the Employee's responsibilities as an employee of the Employer in accordance with this Agreement. It is it being expressly understood and agreed that Executive’s continuing to serve on the extent that any such activities have been conducted by the Employee prior to the Effective Dateboard and/or committees on which Executive is serving, the continued conduct or with which Executive is otherwise associated, as of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter (each of which has been disclosed to the Company on a list provided to the Company by Executive coincident with the execution of this Agreement), will be deemed not to interfere with the performance by Executive of the Employee's his duties and responsibilities to the Employerunder this Agreement).

Position and Duties. (i) During the Employment Period, (A) the EmployeeExecutive'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, exercised and assigned at any time during the 12090-day period immediately preceding the Effective Date and (B) the EmployeeExecutive's services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Date or any office or location less than 35 miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee is entitled, the Employee Executive agrees to devote his reasonable full time and attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the EmployeeExecutive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) serve on corporate boards or committees other than the Company's to the extent approved by the Company's Board, (C) deliver lectures, fulfill speaking engagements or teach at educational institutions and (CD) manage personal investments, so long as such activities do not significantly interfere with the performance of the EmployeeExecutive's responsibilities as an employee of the Employer 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 Employee 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 EmployeeExecutive's responsibilities to the EmployerCompany.

Position and Duties. (i1) During the Employment Period, (A) the Employee's 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, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) the Employee's Executive’s services shall be performed at the headquarters of the Company located in the City of New York or at any other such headquarters location less than 25 miles from the office where the Employee Executive was employed immediately preceding the Effective Date or any office or location less than 35 miles from such locationDate. (ii2) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the Employee's Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period Period, it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Employee's Executive’s responsibilities as an employee of the Employer Company in accordance with this Agreement. It is expressly understood and agreed that that, to the extent that any such activities have been conducted by the Employee 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 Employee's Executive’s responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment Period, (A) the Employee's 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, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) the Employee's Executive’s services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Date or any office or location less that does not increase the Executive’s one-way commute by more than 35 miles from such locationmiles. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the Employee's Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions institutions, and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Employee's Executive’s responsibilities as an employee of the Employer in accordance with Company or the terms of this Agreement. It is expressly understood and agreed that that, to the extent that any such activities have been conducted by the Employee 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 Employee's Executive’s responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment Period, (A) the Employee's position (including status, offices, titles and business unit reporting requirements), 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 12090-day period immediately preceding the Effective Date and (B) the Employee's services shall be performed at the location where the Employee was employed immediately preceding the Effective Date or any office or location which is the corporate or division headquarters of the Company and is less than 35 thirty-five (35) miles from such pre-Effective Date location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee is entitled, the Employee agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee hereunder, to use the Employee's reasonable best efforts to perform faithfully and efficiently such responsibilitiesresponsibilities (all commensurate with activities prior to the Change of Control). During the Employment Period it shall not be a violation of this Agreement for the Employee during non-regular business hours to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Employee's responsibilities as an employee of the Employer 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 Employee during regular hours prior to the Effective Date, the continued conduct of such activities during regular hours (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 Employee's responsibilities to the EmployerCompany.

Position and Duties. (i1) During the Employment Period, (A) the Employee's ’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, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) the Employee's ’s services shall be performed at the location office where the Employee was employed immediately preceding the Effective Date or at any office or other location less than 35 miles from such locationoffice. (ii2) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee is entitled, the Employee agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee hereunder, to use the Employee's ’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period Period, it shall not be a violation of this Agreement for the Employee to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Employee's ’s responsibilities as an employee of the Employer Company in accordance with this Agreement. It is expressly understood and agreed that that, to the extent that any such activities have been conducted by the Employee 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 Employee's ’s responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment Period, (A) the Employee's Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be performed for the senior surviving company following a Change in Control as described in Section 2(b) of this Agreement, and such position shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) the Employee's Executive’s services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Date or any office or location less than 35 miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick personal leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the Employee's Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period Period, it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Employee's Executive’s responsibilities as an employee of the Employer 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 Employee 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 Employee's Executive’s responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment Period, (A) the EmployeeExecutive'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, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) the EmployeeExecutive's services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Date or Date, any office or location less than 35 miles from such location, or any other location to which the Company's Headquarters Office, Corporate Department Office, Division Office where the Executive was employed immediately preceding the Effective Date is relocated. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the EmployeeExecutive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the EmployeeExecutive's responsibilities as an employee of the Employer 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 Employee 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 EmployeeExecutive's responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment Period, , (A) the Employee's ’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, exercised and assigned at any time during the 12090-day period immediately preceding the Effective Date and and (B) the Employee's ’s services shall be performed at the location where the Employee was employed immediately preceding the Effective Date or any office or location less than 35 forty (40) miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee is entitled, the Employee agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee hereunder, to use the Employee's ’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee to to (A) serve on corporate, civic or charitable boards or committees, , (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and institutions, and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Employee's ’s responsibilities as an employee of the Employer 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 Employee 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 Employee's ’s responsibilities to the EmployerCompany. (iii) During the Employment Period, the Employee shall be subject to, and shall comply with, the Company’s policies regarding sexual harassment, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, confidentiality, non-disclosure, non-competition, non-disparagement, substance abuse, and conflicts of interest and any other written policy of the Company, the violation of which could result in termination of employment.

Position and Duties. (i1) During the Employment Period, (A) the Employee's 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, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) the Employee's Executive’s services shall be performed at the location office where the Employee Executive was employed immediately preceding the Effective Date or at any office or other location less than 35 miles from such locationoffice. (ii2) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Partnership, the Employer and/or the Affiliated Companies (as applicable) and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the Employee's Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period Period, it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Employee's Executive’s responsibilities as an employee of the Partnership or the Employer in accordance with this Agreement. It is expressly understood and agreed that that, to the extent that any such activities have been conducted by the Employee 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 Employee's Executive’s responsibilities to the EmployerPartnership, the Employer or the Affiliated Companies (as applicable).

Position and Duties. (i) During the Employment Agreement Period, (A) the Employee's Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities responsibilities) shall be at least commensurate substantially similar to that in all material respects with effect as of the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date date hereof and (B) the Employee's Executive’s services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Date date hereof or any office or location less than 35 seventy five (75) miles from such location; provided, however, that the Executive shall be required to undertake such ordinary and usual travel as is necessary to properly discharge his or her duties and responsibilities hereunder. (ii) During the Employment Agreement Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable the Executive’s full time, skill and attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the Employee's Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Agreement Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Employee's Executive’s responsibilities as an employee executive of the Employer 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 Employee 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 Employee's responsibilities to the Employer.

Position and Duties. (i) During the Employment Period, (A) the Employee's position (including statusExecutive shall serve as an Executive Vice President of TPG and the Operating Partnership and shall perform such employment duties as are usual and customary for such positions. At the Company’s request, officesthe Executive shall serve the Company and/or its subsidiaries and affiliates in other positions and capacities in addition to the foregoing. In the event that the Executive, titles and reporting requirements), 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 120-day period immediately preceding Employment Period, serves in any one or more of such additional capacities, the Effective Date and (BExecutive’s compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the Employee's services event the Executive’s service in one or more of such additional capacities is subsequently terminated, the Executive’s compensation, as specified in Section 2(b) of this Agreement, shall not be performed at diminished or reduced in any manner as a result of such termination for so long as the location where Executive otherwise remains employed under the Employee was employed immediately preceding the Effective Date or any office or location less than 35 miles from such locationterms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention substantially all of his business time, energy, skill and time during normal business hours best efforts to the performance of his duties hereunder in a manner that will faithfully and diligently further the business and affairs interests of the Employer andCompany. Notwithstanding the foregoing, to the extent necessary to discharge the responsibilities assigned to the Employee hereunder, to use the Employee's reasonable best efforts to perform faithfully and efficiently such responsibilities. During during the Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporatecivic, civic charitable or charitable other boards or committees, provided, however, that the Executive will consult with the Chief Executive Officer prior to accepting a position on the board of any publicly traded company (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and or (C) manage his personal investments, so long as such activities do not significantly materially interfere with the performance of the Employee's Executive’s responsibilities as an employee executive officer of the Employer in accordance with this AgreementCompany. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Employee Executive prior to the Effective DateDate and fully disclosed in writing and agreed to by the Company in writing, 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 Employee's Executive’s responsibilities to the EmployerCompany; provided 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. (iii) The Executive agrees that he will not take personal advantage of any business opportunity that arises during his employment by the Company and which may be of benefit to the Company unless all material facts regarding such opportunity are promptly reported by the Executive to the Board of Directors of TPG (the “Board”) for consideration by the Company and the disinterested members of the Board determine to reject the opportunity and to approve the Executive’s participation therein.

Position and Duties. (i) During the Employment Period, (A) the EmployeeExecutive'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, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) the EmployeeExecutive's services shall be performed at the location where the Employee was employed Executive performed the majority of the Executive’s services immediately preceding the Effective Date or any office or location less than 35 50 miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the EmployeeExecutive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions institutions, and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the EmployeeExecutive's responsibilities as an employee of the Employer in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Employee 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 EmployeeExecutive's responsibilities to the Employer.

Position and Duties. (i) During the Employment PeriodPeriod 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 a responsible executive position with substantially similar duties to the position held 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. (ii) During the Employment Period and on and following a Change of Control Date, (A) the EmployeeExecutive's position (including status, offices, titles and reporting requirementsrelationships), 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 12090-day period immediately preceding the Effective Change of Control Date and (B) the EmployeeExecutive's services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Change of Control Date or any office or location less than 35 thirty-five (35) miles from such location. (iiiii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the EmployeeExecutive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the EmployeeExecutive's responsibilities as an employee of the Employer Company in accordance with this Agreement. It is also expressly understood and agreed that to the extent that any such activities have been conducted by the Employee 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 EmployeeExecutive's responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment Period, (A) the Employee's Executive shall serve as of the Company or his or her then current position at the time of a Change in Control (including statusor the equivalent position in the division, offices, titles and reporting requirementssubsidiary or other portion of any post-merger or post-acquisition successor that is operationally responsible for the electric business conducted by the Company prior to the merger or acquisition), with such authority, duties and responsibilities shall as are commensurate with such position and as may be at least commensurate in all material respects consistent with such position as may be assigned to him or her by the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date Board and (B) the Employee's Executive’s services shall be performed at the location where Company’s offices in El Paso, Texas. Notwithstanding the Employee was employed immediately preceding foregoing, the Effective Date or any office Company and the Executive may mutually agree to such changes in the Executive’s position, reporting or location less than 35 miles from such locationof employment as are in the best interest of the Company without violating the provisions of this paragraph. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable substantially all of his or her attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the Employee's reasonable Executive’s best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period Period, it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements engagements, or teach at educational institutions institutions, and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Employee's Executive’s responsibilities as an employee of the Employer 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 Employee 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 Employee's responsibilities to the Employer.

Position and Duties. (i) During the ------------------- ------------------- Employment Period, (A) the EmployeeExecutive'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, exercised and assigned to the Executive at any time during the 120-120- day period immediately preceding the Effective Date Date, except as otherwise contemplated by the Monsanto Letter of Intent, and (B) the EmployeeExecutive's services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Date or any office or location less than 35 50 miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the EmployeeExecutive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, or (B) deliver lectures, lectures and fulfill speaking engagements or teach at educational institutions and (C) manage personal investmentsengagements, so long as such activities do not significantly interfere with the performance of the EmployeeExecutive's responsibilities as an employee of the Employer in accordance with under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Employee 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 EmployeeExecutive's responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment Period, (A) the Employee'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, exercised and assigned at any time during the 12090-day period immediately preceding the Effective Date and (B) subject to the provisions of the Employment Agreement, the Employee's services shall be performed at the location where the Employee was employed immediately preceding the Effective Date or any office or location less than 35 thirty-five (35) miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee is entitled, the Employee agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee hereunderhereunder and as provided in the Employment Agreement, to use the Employee's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and institutions, (C) manage personal investmentsinvestments or (D) participate as a member or consultant to professional associations and to otherwise participate in the activities of associations in such manner as has been historically conducted by the Employee, so long as such activities do not significantly interfere with the performance of the Employee's responsibilities as an employee of the Employer 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 Employee 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 Employee's responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment Period, (A) the Employee's position (including statusExecutive shall serve as Co-Chief Executive Officer of the Employer, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant usual and customary duties of those heldsuch office, exercised and assigned at any time during shall report to the 120-day period immediately preceding Board or a nominee designated by the Effective Date and Board, (B) except as limited by applicable law or the EmployeePartnership Agreement, and subject to the direction of the Board or its nominee, the Executive shall have full authority, together with the Employer's services other Co-Chief Executive Officer, to operate the day to day business affairs of the Employer and (C) the Executive shall be performed at appointed to and serve as a member of the location where the Employee was employed immediately preceding the Effective Date or any office or location less than 35 miles from such locationBoard. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable such attention and time during normal business hours to the business and affairs of the Employer and, to the extent as necessary to discharge perform his duties under the responsibilities assigned to the Employee hereunder, to use the Employee's reasonable best efforts to perform faithfully and efficiently such responsibilitiesAgreement. During the Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) carry on other non-competitive business ventures with the consent of the Board or its nominee (not to be unreasonably withheld), (B) serve on corporate, the boards or committees of such ventures or trade associations or civic or charitable organizations, provided, however, the Executive may not serve at the same time on more than two boards or committeescommittees of "for profit" entities unless requested to do so by the Employer, which request shall be subject to the prior approval of the Board, (BC) deliver lectures, fulfill speaking engagements or teach at educational institutions and (CD) manage personal investments, so long as such activities do not significantly interfere with the performance of the EmployeeExecutive's responsibilities as an employee of the Employer in accordance with this Agreement. It is expressly understood and agreed that to . (iii) The Executive's services shall be performed at the extent that any such activities have been conducted by the Employee 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 headquarters of the Employee's responsibilities to Employer, and such location shall be in the EmployerGreater Los Angeles metropolitan area.

Position and Duties. (i) During the Employment PeriodTerm, (A) Employee shall serve as Senior Vice President and Chief Operating Officer of the Employee's position Company. In so doing, Employee shall have such powers and duties (including statusholding officer positions with one or more Subsidiaries of the Company) as may be assigned from time to time by the Board, offices, titles so long as such powers and reporting requirementsduties are reasonable and customary for Senior Vice Presidents and Chief Operating Officers of an enterprise comparable to the Company. Employee shall report to the Chief Executive Officer of the Company (the “Reporting Officer”), 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 120-day period immediately preceding the Effective Date and (B) the Employee's services shall be performed at the location where the Employee was employed immediately preceding the Effective Date or any office or location less than 35 miles from such location. (ii) During the Employment PeriodTerm, and excluding any periods of vacation and sick leave to which the Employee is entitled, the Employee agrees to devote reasonable attention and all of Employee’s business time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the 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 ’s reasonable best efforts to maintain Employer’s status as a participating provider under the Medicare and Medicaid programs; and (d) perform faithfully and efficiently such responsibilities. During other duties appropriate for Employee’s position as the Employment Period 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 Term, it shall not be a violation of this Agreement for the Employee to (A1) 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 not be unreasonably withheld) for such service, (2) serve on corporate, civic civic, charitable or charitable industry sector association boards or committees, (B3) deliver lectures, lectures or fulfill speaking engagements or teach at educational institutions and (C4) manage personal investments, so long as such activities do not significantly materially interfere with the performance of the Employee's ’s responsibilities as an employee of the Employer 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 Employee 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 Employee's responsibilities to the Employer.

Position and Duties. (i) During the Employment Period, (A) the EmployeeExecutive'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, exercised and assigned to the Executive at any time during the 120-day period immediately preceding the Effective Date and (B) the EmployeeExecutive's services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Date or any office or location less than 35 25 miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the EmployeeExecutive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic civic, charitable, governmental or charitable religious boards or committees, (B) to manage or participate in activities of General Chemical Group, Inc. and ▇▇▇▇▇▇ Associates, Inc., in a manner consistent with his current practice, (C) deliver lectures, fulfill speaking engagements or teach at educational institutions institutions, (D) participate in political activities and fundraising and (CE) manage personal investments, so long as such activities do not significantly interfere with the performance of the EmployeeExecutive's responsibilities as an employee of the Employer 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 Employee 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 EmployeeExecutive's responsibilities to the EmployerCompany.

Position and Duties. (i) During the Change of Control Employment Period, (A) the Employee's 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, exercised and assigned at any time during the 12090-day period immediately preceding the Effective Date and (B) the Employee's Executive’s services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Date or any office or location which is the headquarters of the Company and is less than 35 miles from such location. (ii) During the Change of Control Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the Employee's Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Change of Control Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Employee's Executive’s responsibilities as an employee of the Employer 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 Employee 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 Employee's Executive’s responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment PeriodPeriod 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 position of Senior Vice President with substantially similar duties to the position held by the Executive on the Effective Date, and (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. (ii) During the Employment Period and on and following a Change of Control Date, (A) the Employee's Executive’s position (including status, offices, titles and reporting requirementsrelationships), 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 12090-day period immediately preceding the Effective Change of Control Date and (B) the Employee's Executive’s services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Change of Control Date or any office or location less than 35 miles from such locationwhere a substantial activity for which the Executive has responsibility is located. (iiiii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the Employee's Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Employee's Executive’s responsibilities as an employee of the Employer Company in accordance with this Agreement. It is also expressly understood and agreed that to the extent that any such activities have been conducted by the Employee 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 Employee's Executive’s responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment Period, (A) the Employee'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, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) the Employee's services shall be performed at the location where the Employee was employed immediately preceding the Effective Date or any office or location less than 35 miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee is entitled, the Employee agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee hereunder, to use the Employee's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Employee's responsibilities as an employee of the Employer 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 Employee 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 Employee's responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment Period, the Executive’s position and title shall be Chief Operating Officer. Notwithstanding the foregoing, upon a Change in Control: (A) the Employee's 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, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date effective date of a Change in Control; and (B) the Employee's Executive’s services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Date or any office or location less than 35 miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the Employee's Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee to Executive to: (A) serve on corporate, civic or charitable boards or committees, provided that the Executive obtains the Company’s prior, written consent, which will not be unreasonably withheld; (B) deliver lectures, fulfill speaking engagements or teach at educational institutions institutions; and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Employee's Executive’s responsibilities as an employee of the Employer 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 Employee Executive prior to the Effective Dateeffective date of a Change in Control, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date effective date shall not thereafter be deemed to interfere with the performance of the Employee's Executive’s responsibilities to the EmployerCompany.

Position and Duties. (ia) During the Employment PeriodTerm, Executive shall be employed as President and Chief Executive Officer of Employer, under the direction and subject to the control of the Board (A) the Employee's position (including status, offices, titles and reporting requirementswhich direction shall be such as is customarily exercised over a chief executive officer), authorityand Executive shall be responsible for the business, affairs, properties and operations of Employer and shall have general executive charge, management and control of Employer, with all such powers and authority with respect to such business, affairs, properties and operations as may be reasonably incident to such duties and responsibilities. In addition, Executive shall have such other duties, functions, responsibilities shall be at least commensurate and authority as are from time to time delegated to Executive by the Board; provided, however, that such duties, functions, responsibilities and authority are reasonable and customary for a person serving in all material respects with the most significant same or similar capacity of those held, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) the Employee's services shall be performed at the location where the Employee was employed immediately preceding the Effective Date or any office or location less than 35 miles from such locationan enterprise comparable to Employer. (iib) During the Employment PeriodTerm, Executive shall devote his full business time, skill and excluding any periods of vacation and sick leave to which the Employee is entitled, the Employee agrees to devote reasonable attention and time during normal business hours his best efforts to the business and affairs of the Employer and, to the extent necessary to discharge the responsibilities assigned to the Employee hereunderfully, to use the Employee's reasonable best efforts to perform faithfully and efficiently such responsibilitiesthe duties and responsibilities delegated and assigned to Executive in or pursuant to this Agreement, except for usual, ordinary and customary periods of vacation and absence due to illness or other disability and as otherwise specified in this Section. During the Employment Period Employer agrees that it shall not be a violation of this Agreement for the Employee Executive to (Ai) serve on corporate, civic or charitable boards or committees, (Bii) deliver lectures, lectures or fulfill speaking engagements or teach at educational institutions and or (Ciii) manage personal investments, so long as in the case of (i), (ii) or (iii) above such activities do not not, individually or in the aggregate, significantly interfere or conflict with the performance of Executive’s responsibilities under this Agreement or the Employee's interests of Employer. In addition, Employer acknowledges that Executive currently serves on the Board of Directors of Encore Acquisition Company and represents that such service shall not be considered a violation of this Section unless such activities significantly interfere with Executive’s performance of his responsibilities as an employee of the Employer in accordance with under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Employee 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 Executive shall not thereafter become a member of the board of directors or committees of any other business organization (but excluding charitable organizations even if conducting a business) without the prior written consent of the Board. (c) In connection with Executive’s employment under this Agreement, Executive shall be based in Houston, Texas, or at any other place where the principal executive offices of Employer may be located during the Employment Term. Executive also will engage in such travel as the performance of Executive’s duties in the business of Employer may require. (d) All services that Executive may render to Employer or any of its Affiliates in any capacity during the Employment Term shall be deemed to interfere be services required by this Agreement and the consideration for such services is that provided for in this Agreement. (e) Employer agrees that it has provided to Executive and Executive hereby acknowledges that he has read and is familiar with Employer’s policies regarding business ethics and conduct, and will comply with all such provisions, and any amendments thereto, during the performance of the Employee's responsibilities to the EmployerEmployment Term.

Position and Duties. (i1) During the Employment Protected Period, (A) the Employee's 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, exercised and assigned to the Executive at any time during the 120-day period immediately preceding the Effective Date and date of the Change of Control, (B) the Employee's Executive’s services shall be performed at the location office where the Employee Executive was employed immediately preceding the Effective Date date of the Change of Control or any office or location less than 35 miles from such locationoffice, unless the Executive is on international assignment on the date of the Change of Control and is relocated as a result of the Executive’s being repatriated pursuant to the terms of the Executive’s international assignment agreement as in effect before the date of the Change of Control, and (C) the Executive shall not be required to travel on Company business to a substantially greater extent than required immediately before the Change of Control. (ii2) During the Employment Protected Period, and excluding any periods of vacation and sick leave to which the Employee is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours (except when on authorized vacation, holidays or sick leave) to the business and affairs of the Employer Company, and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the Employee's Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During ; provided, that the Employment Period it shall not be a violation of this Agreement for the Employee to Executive may (A) serve on corporate, civic or charitable boards or and committees, (B) deliver lectures, fulfill speaking engagements or and teach at educational institutions institutions, and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Employee's Executive’s responsibilities as an employee of the Employer Company in accordance with this Agreement. It is expressly understood ; and agreed provided, further, that to the extent that any such activities have been conducted by the Employee prior to Executive before the Effective Datedate of the Change of Control, the continued conduct of such activities (or the conduct of other activities similar in nature and scope thereto) subsequent to thereto after the Effective Date date of the Change of Control shall not thereafter be deemed to interfere with the performance of the Employee's Executive’s responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment Period, (A) the Employee's position (including statusExecutive shall serve as Co-Chief Executive Officer of the Employer, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant usual and customary duties of those heldsuch office, exercised and assigned at any time during shall report to the 120-day period immediately preceding Board or a nominee designated by the Effective Date and Board, (B) except as limited by applicable law or the Employee's services Partnership Agreement, and subject to the direction of the Board or its nominee, the Executive shall have full authority, together with the Employer’s other Co-Chief Executive Officer, to operate the day to day business affairs of the Employer and (C) the Executive shall be performed at appointed to and serve as a member of the location where the Employee was employed immediately preceding the Effective Date or any office or location less than 35 miles from such locationBoard. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable such attention and time during normal business hours to the business and affairs of the Employer and, to the extent as necessary to discharge perform his duties under the responsibilities assigned to the Employee hereunder, to use the Employee's reasonable best efforts to perform faithfully and efficiently such responsibilitiesAgreement. During the Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) carry on other non-competitive business ventures with the consent of the Board or its nominee (not to be unreasonably withheld), (B) serve on corporate, the boards or committees of such ventures or trade associations or civic or charitable organizations, provided, however, the Executive may not serve at the same time on more than two boards or committeescommittees of “for profit” entities unless requested to do so by the Employer, which request shall be subject to the prior approval of the Board, (BC) deliver lectures, fulfill speaking engagements or teach at educational institutions and (CD) manage personal investments, so long as such activities do not significantly interfere with the performance of the Employee's Executive’s responsibilities as an employee of the Employer in accordance with this Agreement. It is expressly understood and agreed that to . (iii) The Executive’s services shall be performed at the extent that any such activities have been conducted by the Employee 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 headquarters of the Employee's responsibilities to Employer, and such location shall be in the EmployerGreater Los Angeles metropolitan area.

Position and Duties. (i) During the Employment Period, (A) the Employee's 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, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) the Employee's Executive’s services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Date or any office or location less than 35 miles from from, and in the same state as, such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable appropriate attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the Employee's reasonable Executive’s best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly materially interfere with the performance of the Employee's Executive’s responsibilities as an employee of the Employer 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 Employee Executive prior to the Effective DateDate without materially interfering with the performance of the Executive’s responsibilities to the Company, 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 Employee's Executive’s responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment PeriodTerm, (A) Employee shall serve as Senior Vice President and Chief Financial Officer of the Employee's position Company. In so doing, Employee shall have such powers and duties (including statusholding officer positions with one or more Subsidiaries of the Company) as may be assigned from time to time by the Board, offices, titles so long as such powers and reporting requirementsduties are reasonable and customary for Senior Vice Presidents and Chief Financial Officers of an enterprise comparable to the Company. Employee shall report to the Chief Executive Officer of the Company (the “Reporting Officer”), 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 120-day period immediately preceding the Effective Date and (B) the Employee's services shall be performed at the location where the Employee was employed immediately preceding the Effective Date or any office or location less than 35 miles from such location. (ii) During the Employment PeriodTerm, and excluding any periods of vacation and sick leave to which the Employee is entitled, the Employee agrees to devote reasonable attention and all of Employee’s business time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the 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 ’s reasonable best efforts to maintain Employer’s status as a participating provider under the Medicare and Medicaid programs; and (d) perform faithfully and efficiently such responsibilities. During other duties appropriate for Employee’s position as the Employment Period 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 Term, it shall not be a violation of this Agreement for the Employee to (A1) 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 not be unreasonably withheld) for such service, (2) serve on corporate, civic civic, charitable or charitable industry sector association boards or committees, (B3) deliver lectures, lectures or fulfill speaking engagements or teach at educational institutions and (C4) manage personal investments, so long as such activities do not significantly materially interfere with the performance of the Employee's ’s responsibilities as an employee of the Employer 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 Employee 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 Employee's responsibilities to the Employer.

Position and Duties. (i) During the Employment Period, , (A) the Employee'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, exercised and assigned at any time during the 12090-day period immediately preceding the Effective Date and and (B) the Employee's services shall be performed at the location where the Employee was employed immediately preceding the Effective Date or any office or location less than 35 forty (40) miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee is entitled, the Employee agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee hereunder, to use the Employee's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee to to (A) serve on corporate, civic or charitable boards or committees, , (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and institutions, and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Employee's responsibilities as an employee of the Employer 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 Employee 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 Employee's responsibilities to the EmployerCompany. (iii) During the Employment Period, the Employee shall be subject to, and shall comply with, the Company's policies regarding sexual harassment, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, confidentiality, non-disclosure, non-competition, non-disparagement, substance abuse, and conflicts of interest and any other written policy of the Company, the violation of which could result in termination of employment.

Position and Duties. (i) During the Employment Period, , (A) the Employee'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, exercised and assigned at any time during the 12090-day period immediately preceding the Effective Date and and (B) the Employee's services shall be performed at the location where the Employee was employed immediately preceding the Effective Date or any office or location less than 35 forty (40) miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee is entitled, the Employee agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee hereunder, to use the Employee's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee to to (A) serve on corporate, civic or charitable boards or committees, , (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and institutions, and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Employee's responsibilities as an employee of the Employer 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 Employee 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 Employee's responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment Period, (A) the EmployeeExecutive'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, exercised and assigned to the Executive at any time during the 120-day period immediately preceding the Effective Date and (B) the EmployeeExecutive's services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Date or any office or location less not more than 35 50 miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the EmployeeExecutive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions on a part-time basis not to exceed five hours per week in the aggregate and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the EmployeeExecutive's responsibilities as an employee of the Employer 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 Employee 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 EmployeeExecutive's responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment Period, (A) the EmployeeExecutive'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, exercised and assigned to the Executive at any time during the 120-day period immediately preceding the Effective Date and (B) the EmployeeExecutive's services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Date or any office or location less than 35 25 miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the EmployeeExecutive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic civic, charitable, governmental or charitable religious boards or committees, (B) to manage or participate in activities of General Chemical Group, Inc. and ▇▇▇▇▇▇ Associates, Inc., in a manner consistent with his current practice, (C) deliver lectures, fulfill speaking engagements or teach at educational institutions and (CD) manage personal investments, so long as such activities do not significantly interfere with the performance of the EmployeeExecutive's responsibilities as an employee of the Employer 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 Employee 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 EmployeeExecutive's responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment Period, (A) the Employee'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, exercised and assigned at any time during the 12090-day period immediately preceding the Effective Date and (B) the Employee's services shall be performed at the location where the Employee was employed immediately preceding the Effective Date or any office or location less than 35 thirty-five (35) miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee is entitled, the Employee agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee hereunder, to use the Employee's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and institutions, (C) manage personal investmentsinvestments and (D) participate as a member or consultant to professional associations and to otherwise participate in the activities of associations in such manner as has been historically conducted by the Employee, so long as such activities do not significantly interfere with the performance of the Employee's responsibilities as an employee of the Employer 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 Employee 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 Employee's responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment PeriodPeriod 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 position of Executive Vice President-Corporate Affairs and General Counsel with direct reporting responsibility to the Chief Executive Officer with substantially similar duties to the position held 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. (ii) During the Employment Period and on and following a Change of Control Date, (A) the EmployeeExecutive's position (including status, offices, titles and reporting requirementsrelationships), 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 12090-day period immediately preceding the Effective Change of Control Date and (B) the EmployeeExecutive's services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Change of Control Date or any office or location less than 35 thirty-five (35) miles from such location. (iiiii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the EmployeeExecutive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the EmployeeExecutive's responsibilities as an employee of the Employer Company in accordance with this Agreement. It is also expressly understood and agreed that to the extent that any such activities have been conducted by the Employee 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 EmployeeExecutive's responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment Period, (A) the Employee's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities Executive shall be at least commensurate serve the Company in all material respects the position(s) held by the Executive with the most significant of those held, exercised and assigned at any time during the 120-day period Company immediately preceding prior to the Effective Date or such other position(s) as may be assigned by Ken ▇▇▇▇▇▇▇▇, ▇▇e Chief Executive Officer on the Effective Date (the "Current CEO"), from time to time, and with the duties, status and responsibilities commensurate with such position(s) and (B) the EmployeeExecutive's services shall be performed at in Pinellas County, Florida or such other location as may be assigned by the location where the Employee was employed immediately preceding the Effective Date or any office or location less than 35 miles Current CEO, from such locationtime to time. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable full attention and time during normal business hours to the business and affairs of the Employer and, to the extent necessary to discharge the responsibilities assigned to the Employee hereunder, Company and to use the EmployeeExecutive's reasonable best efforts to perform faithfully such responsibilities in a professional manner; provided, however that, pursuant to the Services Agreement by and efficiently such responsibilities. During among the Company, Maxxim Medical Group, a Texas corporation, Circon Holdings Corporation, a Delaware corporation ("Circon Holdings"), and Circon Corporation, a Delaware corporation ("Circon"), dated as of November 12, 1999 (the "Services Agreement"), the Executive will, during the Employment Period it and any extensions thereto in accordance with this Agreement, to the extent requested by the Company, perform services for Circon and Circon Holdings, which, to the extent so requested, shall be deemed part of the Executive's duties with the Company (provided that, unless such services are requested by the Current CEO, the Executive shall be permitted not to perform such requested services to the extent such services are inconsistent in any material respect with the duties and status of the Executive hereunder and, in such event, such duties shall not be deemed to be part of the Executive's duties with the Company). It shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, in each case, so long as such activities do not significantly materially interfere with the performance of the EmployeeExecutive's responsibilities as an employee of the Employer Company in accordance with this Agreement. It is expressly understood and agreed that For purposes hereof, service on corporate boards pursuant to appointments after the date hereof shall be subject to the extent that any such activities have been conducted by prior approval of the Employee prior to Board of Directors of the Effective DateCompany (the "Board"), the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date which shall not thereafter be deemed to interfere with the performance of the Employee's responsibilities to the Employerunreasonably withheld.

Position and Duties. (i) During the ------------------- ------------------- Employment Period, (A) the EmployeeExecutive'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, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) the EmployeeExecutive's services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Date or any office or location less not more than 35 50 miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the EmployeeExecutive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the EmployeeExecutive's responsibilities as an employee of the Employer 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 Employee 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 EmployeeExecutive's responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment Period, (A) the EmployeeExecutive'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, exercised and assigned at any time during the 12090-day period immediately preceding the Effective Date and (B) the EmployeeExecutive's services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Date or any office or location which is the headquarters of the Employer and is less than 35 miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the EmployeeExecutive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, ; (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and institutions; or (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the EmployeeExecutive's responsibilities as an employee of the Employer in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Employee 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 EmployeeExecutive's responsibilities to the Employer.

Position and Duties. (i) During the Employment Period, (A) the Employee's position (including status, offices, titles and reporting requirements), authorityExecutive’s position, 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 120-day period immediately preceding the Effective Date (it being understood that changes in reporting relationships or offices shall not necessarily constitute a material change in position, duties or responsibilities) and (B) the Employee's Executive’s services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Date or any office or location less than 35 miles from such location.; and (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the Employee's Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions institutions, and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Employee's Executive’s responsibilities as an employee of the Employer 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 Employee Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of the activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Employee's Executive’s responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment Period, (A) the EmployeeExecutive's position (including status, offices, titles titles, and reporting requirements)requirements with the Company or its affiliated companies or both, authorityas the case may be, duties and responsibilities shall be at least commensurate with those in all material respects with the most significant of those held, exercised and assigned at any time effect during the 12090-day period immediately preceding the Effective Date Date. The duties and (B) responsibilities assigned to the EmployeeExecutive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Date or any office or location less than 35 20 miles from such location. (ii) , although the Executive understands and agrees that he may be required to travel from time to time for business purposes. During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable substantially all of his time and attention and time during normal business hours to the business and affairs of the Employer and, to the extent necessary to discharge the responsibilities assigned to the Employee hereunder, Company and its affiliated companies and to use the Employee's his reasonable best efforts to perform faithfully and efficiently such responsibilitiesthe duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage devote reasonable amounts of time to the management of his and his family's personal investmentsinvestments and affairs, so long as such activities do not significantly interfere with the performance of the EmployeeExecutive's responsibilities as an employee of the Employer Company or its affiliated companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Employee Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or 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 EmployeeExecutive's responsibilities to the Employer.Company and its affiliated companies. 2. The Agreement is hereby amended by restating Section 6(c) as follows:

Position and Duties. (i) During the Employment Period, (A) the EmployeeExecutive'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, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) the EmployeeExecutive's services shall be performed at the location where principle executive offices of the Employee was employed immediately preceding Company, as the Effective Date or same may be located from time to time; provided that this Agreement shall not prohibit the assignment to Executive on a reasonable and temporary basis of duties at any office or location less other than 35 miles from such principle office location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the EmployeeExecutive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the EmployeeExecutive's responsibilities as an employee of the Employer 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 Employee 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 EmployeeExecutive's responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment Period, (A) the Employee's 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, exercised and assigned at any time during the 12090-day period immediately preceding the Effective Date and (B) the Employee's Executive’s services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Date or any office or location which is the headquarters of the Company and is less than 35 miles from such location. For purposes of this Agreement, if Executive has authority, duties and responsibilities that relate to the Company’s status as a publicly held company immediately preceding the Effective Date, the Executive’s authority, duties and responsibilities shall be deemed commensurate only if they continue to relate to the ultimate parent corporation (whether or not that company is a publicly held company). (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable substantially full attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the Employee's Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Employee's Executive’s responsibilities as an employee of the Employer Company (or as a director of the Company, if serving as such), in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Employee 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 Employee's Executive’s responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment Period, (A) the EmployeeExecutive'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, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) the EmployeeExecutive's services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Date or any office or location less than 35 miles from within Energy Group's service territory (as it existed immediately before the Effective Date); provided, that the Executive may be required to relocate outside such locationservice territory if Energy Group or any of its affiliated companies provides the Executive with relocation benefits at least as favorable as those that would have been provided under Energy Group's, or any affiliated companies' applicable relocation policy as in effect immediately before the Effective Date. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Energy Group or any of its affiliated companies and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the EmployeeExecutive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the EmployeeExecutive's responsibilities as an employee of the Employer Energy Group or any of its affiliated companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Employee 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 EmployeeExecutive's responsibilities to the EmployerEnergy Group or any of its affiliated companies.

Position and Duties. (i) During the Employment Period, (A) the EmployeeExecutive's position (including status, offices, titles titles, and reporting requirements), authority, duties duties, and responsibilities shall will be at least commensurate in all material respects with the most significant of those held, exercised exercised, and assigned at any time during the 120-day period immediately preceding the Effective Change of Control Date and (B) the EmployeeExecutive's services shall will be performed at the location where the Employee was employed immediately preceding the Effective Date Executive’s Principal Location or at any office or location that is 25 miles or less than 35 miles from such locationthe Executive’s Principal Location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the EmployeeExecutive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall will not be a violation ▇▇▇▇▇-tion of this Agreement for the Employee Executive to (A) serve on corporate, civic civic, or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements engagements, or teach at educational institutions institutions, and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the EmployeeExecutive's responsibilities as an employee of the Employer 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 Employee Executive prior to the Effective Change of Control Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Change of Control Date shall will not thereafter be deemed to interfere with the performance of the EmployeeExecutive's responsibilities to the EmployerCompany.

Position and Duties. (i) During the Post-Change Employment Period, except as may be mutually agreed by the Company and the Employee (A) the Employee's position (including status, offices, titles and reporting requirements), authority, ’s duties and responsibilities shall will be at least commensurate in all material respects with those experienced by the most significant of those held, exercised and assigned at any time during the 120-day period Employee immediately preceding the Effective Date Date, taking into consideration the realities of the Employer’s organizational structure; and (B) the Employee's ’s services shall be performed at the location where the Employee was employed immediately preceding the Effective Date or any office or location less than 35 miles from such location. The Company and the Employee acknowledge and agree that the requirements of Paragraph 4(a) (i)(A) may be satisfied by the Company without the Employee having the same position, title and reporting requirements as in effect with respect to the Employee immediately preceding the Effective Date depending upon the nature of the Change of Control with respect to the Company. (ii) During the Post-Change Employment Period, and excluding any periods of vacation and sick leave to which the Employee is entitled, the Employee agrees to devote reasonable Employee’s attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee hereunder, to use the Employee's reasonable ’s best efforts to perform faithfully and efficiently such responsibilities. During the Post-Change Employment Period it shall not be a violation of this Agreement for the Employee to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly materially interfere with the performance of the Employee's ’s responsibilities as an employee of the Employer 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 Employee 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 Employee's ’s responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment Period, , (A) the Employee'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, exercised and assigned at any time during the 12090-day period immediately preceding the Effective Date and and (B) the Employee's services shall be performed at the location where the Employee was employed immediately preceding the Effective Date or any office or location less than 35 forty (40) miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee is entitled, the Employee agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee hereunder, to use the Employee's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee to to (A) serve on corporate, civic or charitable boards or committees, , (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and institutions, and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Employee's responsibilities as an employee of the Employer 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 Employee 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 Employee's responsibilities to the EmployerCompany. (iii) During the Employment Period, the Employee shall be subject to, and shall comply with, the Company's policies regarding sexual harassment, insider trading, confidentiality, non-disclosure, non-competition, ▇▇▇-▇▇▇▇▇▇▇▇▇▇▇nt, substance abuse, and conflicts of interest and any other written policy of the Company, the violation of which could result in termination of employment.

Position and Duties. (i) During the Employment Period, (A) the Employee's position Executive’s positions (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, exercised and assigned to Executive at any time during the 120-day period immediately preceding the CIC Effective Date Date, and (B) the Employee's Executive’s services shall be performed at the Company’s principal executive offices in the location where the Employee Executive was employed immediately preceding the CIC Effective Date or any office or at a location less than 35 miles from such locationthat does not give rise to an event constituting Good Reason (as defined below). (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the Employee's Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Employee's Executive’s responsibilities as an employee of the Employer 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 Employee Executive prior to the CIC Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the CIC Effective Date shall not thereafter be deemed to interfere with the performance of the Employee's Executive’s responsibilities to the EmployerCompany.

Position and Duties. (i1) During the Employment Period, (A) the Employee's Executive’s position (including status, offices, officer and board positions, titles and reporting requirementsrelationships), 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 12012-day month period immediately preceding the Effective Date and (B) the Employee's Executive’s services shall be performed at the location office where the Employee Executive was employed immediately preceding the Effective Date or at any office or other location less than 35 miles from such locationoffice. (ii2) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the Employee's Executive’s reasonable best efforts to perform faithfully and efficiently conscientiously such responsibilities. During the Employment Period Period, it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, provided, that, the Executive shall not serve on any corporate boards (other than as provided in this Agreement) prior to December 1, 2003, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly materially interfere with the performance of the Employee's Executive’s responsibilities as an employee of the Employer Company in accordance with this Agreement. It is expressly understood and agreed that that, to the extent that any such activities have been conducted by the Employee 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 Employee's Executive’s responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment Period, (A) the Employee's position (including status, offices, titles and reporting requirements), Executive shall serve as Chief Executive Officer with the appropriate authority, duties and responsibilities attendant to such position (including, but not limited to, the right to hire, fire, promote and demote key personnel of the Company). It is expressly understood and agreed that the Executive shall be at least commensurate in all material respects with not have the most significant of those held, exercised and assigned at any time during power or authority to cause the 120-day period immediately preceding the Effective Date and (B) the Employee's services shall be performed at the location where the Employee was employed immediately preceding the Effective Date Company or any office subsidiary of the Company to take any action in respect of a Board Decision, Significant Decision or location less than 35 miles Fundamental Decision (as defined in Sections 3.3, 3.4 and 3.5 of the Eighth Amended and Restated Limited Liability Company Agreement of Archipelago Holdings, L.L.C., as may be amended from such locationtime to time (the “LLC Agreement”)) without the prior approval of the Board in accordance with Section 3.2(j) of the LLC Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable substantially all of his attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the Employee's Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve serve, with prior approval of the Board, on corporate, civic or charitable boards or committees, (B) deliver lectures, lectures or fulfill speaking engagements or teach at educational institutions engagements, and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Employee's Executive’s responsibilities as an employee of the Employer 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 Employee Executive prior to the Effective DateDate and are listed on Annex A hereto, 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 Employee's Executive’s responsibilities to the EmployerCompany. (iii) Effective upon termination of his employment, the Executive shall no longer have the authority to either bind the Company in any legal fashion or otherwise to conduct or engage in conduct that would appear to so bind the Company.

Position and Duties. (ia) During the Post-Change Employment Period, (A) the EmployeeExecutive's position (including status, offices, titles and reporting requirementsresponsibilities), authority, authority and 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 12090-day period immediately preceding before the Effective Date and (B) the EmployeeExecutive's services shall be performed at the location where the Employee Executive was employed immediately preceding before the Effective Date or any office or other location less no more than 35 30 miles from either the Atlanta, Georgia (or other location which prior to Change of Control such locationlocation has moved) or Alexander City, Alabama (or other location which prior to Change of Control such location has been moved) locations of the Company's business; provided, however, that no job change which generally places Executive in substantially the same level of responsibility and authority shall be deemed Good Reason for purposes of Section 3.4 solely by reason of a reorganization of job responsibilities, including a change in the position or level of the officer to whom Executive reports. (iib) During the Post-Change Employment Period, and excluding Period (other than any periods of vacation and vacation, sick leave or disability to which the Employee Executive is entitled), the Employee Executive agrees to devote reasonable Executive's full attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities duties assigned to the Employee hereunderExecutive in accordance with this Agreement, to use the EmployeeExecutive's reasonable best efforts to perform faithfully and efficiently such responsibilitiesduties. During the Post-Change Employment Period it shall not be a violation of this Agreement for the Employee to Period, Executive may (Ai) serve on corporate, civic or charitable boards or committees, (Bii) deliver lectures, fulfill speaking engagements or teach at educational institutions and (Ciii) manage personal investments, so long as such activities are consistent with the Policies of the Company at the Effective Date and do not significantly interfere with the performance of the EmployeeExecutive's responsibilities as an employee of the Employer in accordance with duties under this Agreement. It is expressly understood and agreed that to To the extent that any such activities have been conducted by the Employee Executive immediately prior to the Effective Date and were consistent with the Policies of the Company at the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope theretoscope) subsequent to after the Effective Date shall not thereafter be deemed to interfere with the performance of the EmployeeExecutive's responsibilities to the Employerduties under this Agreement.

Position and Duties. (i) During the Employment Period, (A) the Employee's position (including statusExecutive shall serve as a senior executive of the Parent with the title of General Manager and Vice President responsible for the business division of the Parent conducting the business of the Company, offices, titles and reporting requirements), with such authority, duties and responsibilities shall be at least commensurate as are assigned to the "Manager" in all material respects with the most significant Management Covenants contained in Section 10.8 of those heldthe Merger Agreement (the "Management Covenants"), exercised which covenants and assigned at any time during obligations of the 120-day period immediately preceding Company and the Effective Date and Parent are incorporated by reference in their entirety into this Agreement, to the extent that the Executive remains the Manager, (B) the EmployeeExecutive shall report directly to the Chief Executive Officer of the Parent, and (C) the Executive's services shall be performed at the Company's principal executive offices, which shall be at the location where the Employee was employed immediately preceding of such offices as of the Effective Date Date, or any office or location less than 35 within 30 miles from of such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable her attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the EmployeeExecutive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, committees (B) deliver lectures, fulfill speaking engagements or engagements, or, subject to the policies generally applicable to similarly situated executives of the Parent, if any, that may be adopted by the Board of Directors of the Parent, teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere (other than incidentally) with the performance of the EmployeeExecutive's responsibilities as an employee of the Employer Company in accordance with this AgreementAgreement or violate any of the other terms and conditions hereof, including those of Section 8 below. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Employee Executive prior to the Effective DateDate and are listed on Schedule 3(ii) hereto, 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 significantly interfere with the performance of the EmployeeExecutive's responsibilities to the EmployerCompany and, in the case of the continued conduct of such activities, shall not be treated as a violation of Section 8(a)(i).

Position and Duties. (i) During the Employment Period, the Executive’s position and title shall be [title]. Notwithstanding the foregoing, upon a Change in Control: (A) the Employee's 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, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date effective date of a Change in Control; and (B) the Employee's Executive’s services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Date or any office or location less than 35 miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the Employee's Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee to Executive to: (A) serve on corporate, civic or charitable boards or committees, provided that the Executive obtains the Company’s prior, written consent, which will not be unreasonably withheld; (B) deliver lectures, fulfill speaking engagements or teach at educational institutions institutions; and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Employee's Executive’s responsibilities as an employee of the Employer 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 Employee Executive prior to the Effective Dateeffective date of a Change in Control, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date effective date shall not thereafter be deemed to interfere with the performance of the Employee's Executive’s responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment Period, Retention Period (A) the Employee's position (including status, offices, titles and reporting requirements), Executive shall serve as the Chief Executive Officer of the Company with such authority, duties and responsibilities shall as are commensurate with such position and as may be at least commensurate in all material respects consistent with such position, reporting directly to the most significant Chief Executive Officer of those heldParent, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) the EmployeeExecutive's services shall be performed at in Livingston, New Jersey, and (C) the location where Executive shall be appointed to serve as a member of the Employee was employed immediately preceding Board of Directors of Parent (the Effective Date or any office or location less than 35 miles from "Board") as soon as permitted by Parent's by-laws and until such locationappointment shall attend the meetings of Parent's Board of Directors as an observer. (ii) During the Employment Retention Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable substantially all of his attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the EmployeeExecutive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period Retention Period, it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the EmployeeExecutive's responsibilities as an employee of the Employer 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 Employee 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 EmployeeExecutive's responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment Period, (A) the Employee's position (including statusExecutive shall serve as Vice Chairman and President of ▇▇▇▇▇, offices▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, titles Inc. and reporting requirements)as Vice Chairman and Chief Operating Officer of the Company, authority, with such duties and responsibilities shall be at least as are commensurate in all material respects and consistent with such titles and positions, report directly and exclusively to the most significant Chief Executive Officer of those held, exercised the Company and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) the Employee's perform his services shall be performed at the location where headquarters of the Employee was Company in New York, New York. In addition, the Company shall nominate the Executive for election and re-election to the Board of Directors of the Company (the “Board of Directors”) as and when the Executive’s term expires while the Executive remains employed immediately preceding the Effective Date or any office or location less than 35 miles from such locationunder this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable substantially all of his attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the Employee's Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period Period, it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Employee's Executive’s responsibilities as an employee of the Employer 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 Employee 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 Employee's Executive’s responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment Period, (A) the Employee's position (including statusExecutive shall serve as President of the Company, offices, titles and reporting requirements), with such authority, duties and responsibilities shall as are commensurate with such title and position and as may be at least commensurate in all material respects consistent with such title and position and with the most significant of those heldfollowing business lines reporting to him: Administrative Services, exercised International, Global Treasury Management, Principal Investing, Technology and assigned at any time during the 120-day period immediately preceding the Effective Date and Operations, (B) the Employee's Executive shall report directly to the Chief Executive Officer of the Company and (C) the Executive’s services shall be performed at in Boston, Massachusetts and Charlotte, North Carolina. During the location where Employment Period, the Employee was employed immediately preceding Executive shall also serve as a member of the Effective Date or any office or location less than 35 miles from such locationBoard of Directors of the Company. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable substantially all of his attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the Employee's Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Employee's Executive’s responsibilities as an employee of the Employer 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 Employee 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 Employee's Executive’s responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment PeriodTerm, (A) if the Employee's respective Boards of Group and the Company determine that the Executive has been performing his duties in accordance with Section 4(a)(ii) hereof, each shall re-elect the Executive to the position (including status, offices, titles of Chairman and reporting requirements), authority, Chief Executive Officer with substantially similar duties and responsibilities shall be at least commensurate in all material respects with to those performed by the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding Executive on the Effective Date Date, and (B) the EmployeeExecutive'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 Employee was employed immediately preceding Executive has responsibility is located. The President of Group and the Effective Date or any office or location less than 35 miles from such locationCompany will report to the Executive. (ii) During the Employment PeriodTerm, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of Group and the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the EmployeeExecutive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period Term it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the EmployeeExecutive's responsibilities as an employee of Group or the Employer Company in accordance with this Agreement. It is also expressly understood and agreed that to the extent that any such activities have been conducted by the Employee 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 EmployeeExecutive's responsibilities to Group or the EmployerCompany. In addition, in the event the Executive voluntarily resigns as an executive but continues to serve as non-executive Chairman, thereafter it shall not be a violation of this Agreement for the Executive to (A) engage in any of the activities permitted under the immediately preceding sentence, and (B) be employed or consult on a full-time or other basis with any person or persons so long as none of such persons is a United States air carrier.

Position and Duties. (i) During the Employment PeriodPeriod 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 a responsible executive position with substantially similar duties to the position held 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. (ii) During the Employment Period and on and following a Change of Control Date, (A) the EmployeeExecutive's position (including status, offices, titles and reporting requirementsrelationships), 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 12090-day period immediately preceding the Effective Change of Control Date and (B) the EmployeeExecutive's services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Change of Control Date or any office or location less than 35 thirty-five (35) miles from such location. (iiiii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the EmployeeExecutive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the EmployeeExecutive's responsibilities as an employee of the Employer Company in accordance with this Agreement. It is also expressly understood and agreed that to the extent that any such activities have been conducted by the Employee 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 EmployeeExecutive's responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment Period, (A) the Employee's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities Executive shall be at least commensurate serve the Company in all material respects the position(s) held by the Executive with the most significant of those held, exercised and assigned at any time during the 120-day period Company immediately preceding prior to the Effective Date or such other position(s) as may be assigned by Ken ▇▇▇▇▇▇▇▇, ▇▇e Chief Executive Officer on the Effective Date (the "Current CEO"), from time to time, and with the duties, status and responsibilities commensurate with such position(s), and (B) the EmployeeExecutive's services shall be performed at in Pinellas County, Florida or such other location as may be assigned by the location where the Employee was employed immediately preceding the Effective Date or any office or location less than 35 miles Current CEO, from such locationtime to time. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable full attention and time during normal business hours to the business and affairs of the Employer and, to the extent necessary to discharge the responsibilities assigned to the Employee hereunder, Company and to use the EmployeeExecutive's reasonable best efforts to perform faithfully such responsibilities in a professional manner; provided, however that, pursuant to the Services Agreement by and efficiently such responsibilities. During among the Company, Maxxim Medical Group, a Texas corporation, Circon Holdings Corporation, a Delaware corporation ("Circon Holdings"), and Circon Corporation, a Delaware corporation ("Circon"), dated as of November 12, 1999 (the "Services Agreement"), the Executive will, during the Employment Period it and any extensions thereto in accordance with this Agreement, to the extent requested by the Company, perform services for Circon and Circon Holdings, which, to the extent so requested, shall be deemed part of the Executive's duties with the Company (provided that unless such services are requested by the Current CEO, the Executive shall be permitted not to perform such requested services to the extent such services are inconsistent in any material respect with the duties and status of the Executive hereunder and, in such event, such duties shall not be deemed to be part of the Executive's duties with the Company). It shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, in each case, so long as such activities do not significantly materially interfere with the performance of the EmployeeExecutive's responsibilities as an employee of the Employer Company in accordance with this Agreement. It is expressly understood and agreed that For purposes hereof, service on corporate boards pursuant to appointments after the date hereof shall be subject to the extent that any such activities have been conducted by prior approval of the Employee prior to Board of Directors of the Effective DateCompany (the "Board"), the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date which shall not thereafter be deemed to interfere with the performance of the Employee's responsibilities to the Employerunreasonably withheld.

Position and Duties. (ia) During the Employment Period, (A) the EmployeeExecutive shall serve as Executive Vice President & Group President - Medical Products and Services, with the duties and responsibilities customarily assigned to such position, and such other duties and responsibilities as President and Chief Executive Officer - Healthcare Products and Services shall from time to time assign to the Executive; provided that the Company may change the Executive's position (including status, offices, titles and reporting requirements), authoritytitle, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned (including reporting responsibilities) at any time during without violating this provision, so long as the 120-day period immediately preceding the Effective Date and (B) the Employee's services shall be performed at the location where the Employee was employed immediately preceding the Effective Date or any office or location less than 35 miles from such locationExecutive remains in an executive position. (iib) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitledentitled under the practices and policies of the Company as in effect from time to time, the Employee agrees to Executive shall devote reasonable the Executive's full business attention and time during normal business hours to the business and affairs of the Employer andCompany, to the extent necessary to discharge the responsibilities assigned to the Employee hereunder, to and shall use the EmployeeExecutive's reasonable best efforts to perform carry out such responsibilities faithfully and efficiently such responsibilitiesefficiently. During the Employment Period it It shall not be considered a violation of this Agreement the foregoing for the Employee Executive to (A) serve on corporatecorporate boards or committees with the prior consent of the President and Chief Executive Officer - Healthcare Products and Services, (B) serve on civic or charitable boards or committees, (BC) deliver lectures, fulfill speaking engagements or teach at educational institutions and (CD) manage personal investments, so long as such activities do not significantly materially interfere with the performance of the EmployeeExecutive's responsibilities as an employee of the Employer 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 Employee prior to . (c) As of the Effective Date, the continued conduct of such activities (or Executive's services shall be performed primarily at the conduct of activities similar Company's offices located in nature ▇▇▇▇▇ Park, Illinois; provided, however, that, during the Employment Period, the Company may require that the Executive relocate and scope thereto) subsequent that the Executive's services be performed primarily at another Company office. In the event that the Executive elects, by a written notice to the Effective Date Company, not to so relocate, he shall not thereafter be deemed eligible to interfere with receive the performance severance benefits provided under Section 4(c) of the Employee's responsibilities to the Employerthis Agreement.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Chief Executive Officer (A“CEO”) of the Employee's position (including statusCompany, offices, titles and reporting requirements), with such authority, duties and responsibilities shall be at least as are normally attendant to such position and such other duties commensurate in all material respects with the most significant position of those heldCEO of the Company that may be reasonably assigned by the Company’s Board of Directors (the “Board”). The Executive shall report solely and directly to the Board. In addition, exercised and assigned at any time the Company shall nominate the Executive for election to the Board each year during the 120-day period immediately preceding the Effective Date and (B) the Employee's services shall be performed at the location where the Employee was employed immediately preceding the Effective Date or any office or location less than 35 miles from such locationEmployment Period. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable all of his business attention and time during normal business hours to the business and affairs of the Employer andCompany, to the extent necessary to discharge the responsibilities assigned to the Employee hereunder, and to use the Employee's his reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period Period, it shall not be a violation of this Agreement for the Employee Executive to (A) consistent with Company governance policies, serve on corporatecorporate boards or committees of businesses that are not competitors of the Company, with prior written approval of the Board or an authorized committee thereof, (B) serve on civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal and family investments, and (D) engage in lectures or teaching, so long as any such activities referenced in Sections 3(a)(ii)(A)-(D) do not, individually or in the aggregate, interfere with the discharge of the Executive’s responsibilities pursuant to this Agreement; provided, however, for the avoidance of doubt, during the Employment Period, the Executive shall not hold any other management positions at other companies or any other entities. Notwithstanding the foregoing, so long as such activities do not significantly interfere with the performance of the Employee's Executive’s duties and responsibilities as an employee of the Employer in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Employee prior to the Effective DateCompany, the continued conduct Executive shall be able to manage and oversee Executive’s existing assets and the existing assets and business of such activities TPMC Realty Corporation and its Affiliates (as defined below) (“TPMC”), but shall not make any new investments on or the conduct of activities similar in nature and scope thereto) subsequent to after the Effective Date unless (1) such investments are passive investments that are not competitive with the Company and the Executive provides notice to the Company of such investments within ten (10) days following any such investment; or (2) the Executive obtains the prior written consent of the Company, which consent shall not thereafter be deemed unreasonably withheld. For purposes of this Agreement, the term “Affiliate” has the meaning given to interfere with such term under the performance Securities Act of the Employee's responsibilities to the Employer1933.

Position and Duties. (ia) The Executive shall serve as President of the Company until the election of a new President and Chief Operating Officer in accordance with the succession plan approved by the Board, unless otherwise mutually agreed. Throughout that period and thereafter until the Company’s Annual Meeting of Shareholders to be held on April 23, 2009, and unless otherwise mutually agreed, the Executive shall serve as Chief Executive Officer of the Company and the Chairman of the Board and shall have such responsibilities and authority as may from time to time be assigned to the Executive by the Company’s Board of Directors consistent with his position as President and Chief Executive Officer of the Company and Chairman of the Board. During the remainder of the Employment PeriodPeriod and unless otherwise mutually agreed, (A) the Employee's Executive shall serve as the Chairman of the Board and shall have such responsibilities and authority as may from time to time be assigned to the Executive by the Company’s Board of Directors consistent with his position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with as Chairman of the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) the Employee's services shall be performed at the location where the Employee was employed immediately preceding the Effective Date or any office or location less than 35 miles from such locationBoard. (iib) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee agrees to Executive shall devote reasonable attention substantially all his working time and time efforts during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee hereunderExecutive under this Agreement, to use the Employee's Executive’s reasonable best efforts to perform carry out such responsibilities faithfully and efficiently such responsibilitiesefficiently. During the Employment Period it It shall not be considered a violation of this Agreement the foregoing for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Employee's Executive’s responsibilities as an employee of the Employer Company in accordance with this Agreement. It is expressly understood and agreed that to Agreement or otherwise violate the extent that any such activities have been conducted by the Employee prior to the Effective Date, the continued conduct provisions 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 Employee's responsibilities to the EmployerSection 14.

Position and Duties. (i) During the Employment Period, the Executive shall serve in the position set forth on Exhibit A hereto, provided that from and after the Effective Date (A) the EmployeeExecutive'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, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) the EmployeeExecutive's services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Date or any office or location less than 35 50 miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company, and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the EmployeeExecutive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the EmployeeExecutive's responsibilities as an employee of the Employer Company in accordance with this Agreement. It is expressly understood and agreed that that, to the extent that any such activities have been conducted by the Employee 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 EmployeeExecutive's responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment Period, ------------------- (A) the EmployeeExecutive's position (including status, offices, titles and reporting requirements)position, authority, duties and responsibilities ("Role") shall be at least commensurate in all material respects with an executive capacity and substantially comparable to the most significant position, authority, duties and responsibilities of those helda Chief Financial Officer for similarly situated telecommunication institutions, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) the Employee's his services shall be performed at the location where the Employee he was employed immediately preceding the Effective Date or any office or location within the State of Louisiana and less than 35 miles from the location where he was employed immediately preceding the Effective Date thereafter, provided that in the case of any relocation, the Company shall pay all of Executive's expenses reasonably related to such location.relocation, including cost of maintaining two residences, and any further relocation required or necessary to comply with this Section 4; and (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee he is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the Company's business and affairs of the Employer andaffairs, to the extent necessary to discharge the responsibilities assigned to the Employee hereunder, and to use the Employee's his reasonable best efforts to perform faithfully and efficiently such responsibilitiesthe responsibilities assigned to him hereunder. During the Employment Period it It shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporatethe board of directors (or comparable governing body) or committees of any business corporation or entity (other than one in direct competition with the Company), civic or charitable boards or committeesorganization, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions institutions, and (C) manage his legal affairs and personal investments, so long as such personal activities do not significantly interfere with the performance of the Employee's responsibilities as an employee of the Employer in accordance with this Agreementhis responsibilities. It is expressly understood and agreed that to To the extent that any such activities have been conducted by the Employee Executive prior to the Effective Datedate hereof, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date thereto shall not thereafter be deemed to interfere with the performance of the Employee's responsibilities to the Employerhis responsibilities.

Position and Duties. (i) During the Employment Period, (A) the Employee'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, exercised and assigned to the Employee at any time during the 120-day period immediately preceding the Effective Date and (B) the Employee's services shall be performed at the location where the Employee was employed immediately preceding the Effective Date or any office or location less than 35 miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee is entitled, the Employee agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee hereunder, to use the Employee's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Employee's responsibilities as an employee of the Employer 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 Employee 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 Employee's responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment Period, (A) the EmployeeExecutive's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects aspects with the most significant of those held, exercised and assigned at any time during the 12090-day period immediately preceding the Effective Date and (B) the EmployeeExecutive's services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Date or any office or location which is the headquarters of the Company and is less than 35 miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business 4 and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the EmployeeExecutive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities are similar to such activities of the Executive prior to the Effective Date and do not significantly interfere with the performance of the EmployeeExecutive's responsibilities as an employee of the Employer Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been been, conducted by the Employee 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 EmployeeExecutive's responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment Period, (A) the Employee's Executive’s position with the Company (including status, offices, titles and titles, reporting requirements), authority, duties and responsibilities responsibilities) shall be at least commensurate in all material respects with as identified on the most significant of those heldsignature page hereto, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) the Employee's Executive’s services shall be performed at the location where Company’s office identified on the Employee was employed immediately preceding the Effective Date signature page hereto (or any office or location other locations less than 35 thirty-five (35) miles from such location); and (C) the Executive will report directly to the position identified on the signature page hereto. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the Employee's Executive’s reasonable best 41479 5 Executive Employment Agreement efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities in clause (A), (B), and (C) together do not significantly interfere with the performance of the Employee's Executive’s responsibilities as an employee of the Employer 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 Employee Executive prior to the Effective Datedate hereof, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date date hereof shall not thereafter be deemed to interfere with the performance of the Employee's Executive’s responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment Period, (A) the Employee's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities Executive shall be at least commensurate in all material respects employed as the senior officer of the Company, and hold the position of Chief Executive Officer of the Company, reporting only to the Board of Directors (the “Board”) of the Company. The Executive will also hold such additional positions as determined by the Board, provided such determination is consistent with the most significant of those heldCompany’s then current financial situation. In addition, exercised and assigned at any time all times during the 120-day period immediately preceding Employment Period the Effective Date and (B) Company shall cause the Employee's services shall Executive to be performed at nominated to serve on the location where the Employee was employed immediately preceding the Effective Date or any office or location less than 35 miles from such locationBoard as full member thereof. (ii) During the Employment Period, and excluding any periods of vacation and vacation, sick leave and other time-off to which the Employee Executive is entitledentitled under this Agreement or applicable Company policies, the Employee Executive agrees to devote reasonable substantially all of his attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to of the Employee hereunderExecutive, to use the Employee's Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it It shall not be a violation of this Agreement during the Employment Period for the Employee Executive, and the Executive is expressly permitted, to spend a reasonable amount of time during normal business hours of the Company (including out-of-town travel) (A) serve serving on or with corporate, civic or charitable boards or committeesboards, committees and groups, and (B) deliver delivering lectures, fulfill accepting and fulfilling speaking engagements or teach engagements, teaching at educational institutions and (C) manage personal investmentsseminars, so long as and writing or publishing papers, articles or books, provided that such activities services are consistent with the interests of the Company and do not significantly interfere with the performance Executive’s obligations to the Company hereunder. (iii) During the Employment Period, except for out-of-town travel and meetings, the Executive's duties shall be performed primarily at the location of the Employee's responsibilities as an employee of the Employer Company’s principal corporate office which is to be located in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Employee prior to the Effective DateAustin, 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 Employee's responsibilities to the EmployerTexas.

Position and Duties. (i) During the Employment Period, the Executive’s position and title shall be Chief Executive Officer and President of the Company. For clarity, in addition to his employment pursuant to the terms of this Agreement, the Executive also currently serves as Chairman of the Board pursuant to a separate process conducted by the Board. Notwithstanding the foregoing, upon a Change in Control: (A) the Employee's 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, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date effective date of a Change in Control; and (B) the Employee's Executive’s services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Date or any office or location less than 35 miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the Employee's Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee to Executive to: (A) serve on corporate, civic or charitable boards or committees, provided that the Executive obtains the Board’s prior, written consent, which will not be ​ unreasonably withheld; (B) deliver lectures, fulfill speaking engagements or teach at educational institutions institutions; and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Employee's Executive’s responsibilities as an employee of the Employer Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that the Executive has conducted any such activities have been conducted by the Employee prior to the Effective Dateeffective date of a Change in Control, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date effective date shall not thereafter be deemed to interfere with the performance of the Employee's Executive’s responsibilities to the EmployerCompany.

Position and Duties. (ia) During Subject to the Employment Periodterms and provisions set forth in this Agreement, (A) the Employee'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 as of those held, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and during the Term of Employment (Bas defined below), you will be employed by the Company, on a full-time basis, as its General Counsel, and in such other positions with the Company (with respect to such other positions, for no additional compensation) as may be determined by the Employee's services shall be performed at Board from time to time. Your employment under this Agreement will continue for an initial period of two (2) years (the location where the Employee was employed immediately preceding “Initial Term”) commencing on the Effective Date Date, unless earlier terminated pursuant to Section 4. After the Initial Term, and unless earlier terminated pursuant to Section 4, the term of employment shall automatically renew for consecutive one (1)-year terms (each, an “Extended Term”) on each anniversary of the Effective Date, unless and until the Company or any office or location you provide written notice of non-renewal to the other party not less than 35 miles from sixty (60) days prior to the expiration of the applicable Initial Term or Extended Term. The Initial Term and all such locationExtended Terms are collectively referred to herein as the “Term of Employment”. For the avoidance of doubt, non-renewal of this Agreement under this Section 1(a) shall not be considered a termination without Cause for purposes of Section 4(b) or a resignation for Good Reason for purposes of Section 4(c). (iib) During Your duties and responsibilities include those duties normally associated with such position and as may reasonably be assigned to you from time to time by the Employment PeriodCompany (collectively, your “Duties”). You agree to perform the Duties of your position. You also agree that, during the Term of Employment, you will devote your full business time and attention, your best efforts, business judgment, skill, and excluding any periods of vacation and sick leave to which the Employee is entitled, the Employee agrees to devote reasonable attention and time during normal business hours knowledge exclusively to the business and affairs advancement of the Employer and, business interests of the Company and its Affiliates and to the extent necessary to discharge the responsibilities assigned to the Employee hereunder, to use the Employee's reasonable best efforts to perform faithfully and efficiently such responsibilitiesof your Duties for them. During the Employment Period it You shall not be a violation of this Agreement for the Employee to engage, directly or indirectly, in any other business, investment, or activity that (Ai) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere interferes with the performance of the Employee's responsibilities as an employee your Duties under this Agreement, (ii) is contrary to the interests of the Employer in accordance with this Agreement. It is expressly understood and agreed that Company or its Affiliates, or (iii) requires any portion of your business time; provided, however, to the extent that the following does not impair your ability to perform your Duties pursuant to this Agreement, you may serve on the board or committee of any such activities have been conducted non-profit or charitable organization. (c) You agree that, while employed by the Employee prior Company, you will comply with all Company policies, practices, and procedures and all codes of ethics or business conduct applicable to the Effective Dateyour position, the continued conduct of such activities (or the conduct of activities similar as in nature and scope thereto) subsequent effect from time to the Effective Date shall not thereafter be deemed to interfere with the performance of the Employee's responsibilities to the Employertime.

Position and Duties. (ia) During the Employment Period, (A) the Employee's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities 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 12090-day period immediately preceding the Effective Date Commencement Date, and (B) the Employee's services principle place of business shall be performed at located within a 50 mile radius of the location where the Employee was employed of said principle place of business immediately preceding the Effective Date or any office or location less than 35 miles from such locationCommencement Date. (iib) During the Employment Period, and excluding any Excluding periods of vacation and sick leave to which the Employee is entitled, the Employee agrees during the Employment Period to devote reasonable substantially all of his attention and time during normal business hours to the business and affairs of the Employer and, to the extent necessary to discharge the responsibilities assigned to the Employee hereunder, to use the Employee's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the The Employee to may (Ai) serve on corporate, civic or charitable boards or committees, (Bii) deliver lectures, fulfill speaking engagements or teach at educational institutions and (Ciii) manage personal investments, so long as such activities do not significantly interfere with the performance of the Employee's responsibilities as an employee of to the Employer in accordance with this AgreementEmployer. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Employee prior to the Effective Commencement Date, the continued such prior conduct of such activities (or the activities, and any subsequent conduct of activities similar in nature and scope thereto) subsequent to the Effective Date scope, shall not thereafter be deemed to interfere with the performance of the Employee's responsibilities to the Employer.

Position and Duties. (i) During the Employment PeriodPeriod 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 position of Executive Vice President with substantially similar duties to the position held by the Executive on the Effective Date, and (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. (ii) During the Employment Period and on and following a Change of Control Date, (A) the EmployeeExecutive's position (including status, offices, titles and reporting requirementsrelationships), 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 12090-day period immediately preceding the Effective Change of Control Date and (B) the EmployeeExecutive's services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Change of Control Date or any office or location less than 35 miles from such locationwhere a substantial activity for which the Executive has responsibility is located. (iiiii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the EmployeeExecutive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the EmployeeExecutive's responsibilities as an employee of the Employer Company in accordance with this Agreement. It is also expressly understood and agreed that to the extent that any such activities have been conducted by the Employee 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 EmployeeExecutive's responsibilities to the EmployerCompany.

Position and Duties. (i) During Except as provided in Section 4(c) below, during the Employment Period, (A) the EmployeeExecutive'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, exercised and assigned at any time during the 120one hundred eighty-day period immediately preceding the Effective Date and (B) the EmployeeExecutive's services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Date or any office or location less than 35 thirty-five miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and his full business time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the EmployeeExecutive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the EmployeeExecutive's responsibilities as an employee of the Employer 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 Employee 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 EmployeeExecutive's responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment Period, the Executive’s position and title shall be Executive Vice President, Sales and Marketing. Notwithstanding the foregoing, upon a Change in Control: (A) the Employee's 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, exercised and assigned at any time during the 120-—day period immediately preceding the Effective Date effective date of a Change in Control; and (B) the Employee's Executive’s services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Date or any office or location less than 35 miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the Employee's Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee to Executive to: (A) serve on corporate, civic or charitable boards or committees, provided that the Executive obtains the Company’s prior, written consent, which will not be unreasonably withheld; (B) deliver lectures, fulfill speaking engagements or teach at educational institutions institutions; and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Employee's Executive’s responsibilities as an employee of the Employer 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 Employee Executive prior to the Effective Dateeffective date of a Change in Control, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date effective date shall not thereafter be deemed to interfere with the performance of the Employee's Executive’s responsibilities to the EmployerCompany.

Position and Duties. (i) During the Employment Period, (A) the EmployeeExecutive'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, exercised and assigned to the Executive at any time during the 120-day 120‑day period immediately preceding the Effective Date and (B) the EmployeeExecutive's services shall be performed at the location where the Employee Executive was employed immediately preceding the Effective Date or any office or location less than 35 miles from such locationlocation (subject to travel requirements reasonably consistent with those prior to the Effective Date). (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the EmployeeExecutive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly materially interfere with the performance of the EmployeeExecutive's responsibilities as an employee of the Employer 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 Employee 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 EmployeeExecutive's responsibilities to the EmployerCompany.

Position and Duties. (i) During The Executive shall serve as Vice Chairman and Chief Operating Officer of the Employment Company, as a publicly held company, and as President and Chief Executive Officer for an interim period beginning March 31, 2003 (or such later date as may be determined by the Company’s Board of Directors (the “Board”)) and ending at such time as another person assumes the title and responsibilities of Chief Executive Officer of the Company or such earlier time as the Board may determine (the “Interim Period, (A) the Employee's position (including status, offices, titles and reporting requirements”), with the appropriate authority, duties and responsibilities shall be at least commensurate attendant to such positions, it being understood that from time to time the scope of such authority, duties and responsibilities will vary depending upon such matters as acquisitions, dispositions and the evolving organizational structure of the Company. It is understood that, following the Interim Period, the new Chief Executive Officer or the Board may reassign the Executive to another position reasonably related to his qualifications (the “Transition Position”) for a period of up to one year (the “Transition Period”), as determined by the Board in all material respects consultation with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) the Employee's services shall be performed at the location where the Employee was employed immediately preceding the Effective Date or any office or location less than 35 miles from such locationnew Chief Executive Officer. (ii) During the Employment Period, and excluding Excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Employee Executive agrees to devote reasonable substantially all of his business attention and time during normal business hours to the business and affairs of the Employer Company and, to the extent necessary to discharge the responsibilities assigned to the Employee Executive hereunder, to use the Employee's Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it It shall not be a violation of this Agreement for the Employee Executive to (A) serve serve, with prior approval of the Board, on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Employee's Executive’s responsibilities as an employee of the Employer 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 Employee 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 Employee's Executive’s responsibilities to the EmployerCompany.