Common use of Position and Duties Clause in Contracts

Position and Duties. (a) During the Employment Period, Executive shall serve as the President and Chief Executive Officer of Parent, the Company and their Subsidiaries (as defined below) and shall have the normal duties, responsibilities, and authority of an executive serving in such position subject to the direction of Parent’s board of directors (the “Board”). (b) Executive shall report to the Board and shall devote his best efforts and full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their Subsidiaries. Executive shall perform his duties, responsibilities and functions to Parent, the Company and their Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensation; provided, that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunder. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of more Subsidiaries

Position and Duties. (a) During the Employment Period, Executive Employee shall serve as the President and Chief Executive Financial Officer of Parent, the Company and their Subsidiaries (as defined below) its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority of an executive serving in such position a Chief Financial Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the direction power of Parentthe Chief Executive Officer and President of the Company and the Company’s board of directors (the “Board”)) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) Executive During the Employment Period, Employee shall report to the Chief Executive Officer and President and the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parentthe Company, the Company its current and their future, direct and indirect, Subsidiaries. Executive , parents, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions to Parent, the Company and their its Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional businesslike and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiaries’ current policies and procedures in all material respects. So long During the Employment Period, Employee shall not serve as Executive is employed by Parent an officer or the Companydirector of, Executive shall notor otherwise perform services for compensation for, any other entity without the prior written consent of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensationBoard; provided, provided that Executive Employee may (i) serve as an officer or director of of, or otherwise participate in in, purely educational, welfare, social, religious and or civic organizations so long as such activities do not materially interfere with ExecutiveEmployee’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunder. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilitiesemployment. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Mirant’s Senior Vice President and Head of Asset Management – US Region. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its affiliates (the “Company Group”) as are consistent with Executive’s position and the by-laws of the Company and as the Chief Executive Officer (“CEO”) and Executive Vice President and US Region Head may from time to time reasonably direct. Executive shall also serve for no additional compensation or remuneration as an officer or director of Parent, such subsidiaries of the Company and their Subsidiaries (as defined below) and shall have may from time to time be designated by the normal duties, responsibilities, and authority of an executive serving in such position subject to the direction of Parent’s board of directors (the “Board”). (b) During the Employment Period, Executive shall report to the Board Executive Vice President and US Region Head and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their SubsidiariesCompany. Executive shall perform his duties, responsibilities and functions to Parent, the Company and their Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or the CompanyIn performing his duties and exercising his authority under this Agreement, Executive shall notsupport and implement the business and strategic plans approved from time to time by the Board and shall support and cooperate with the Company’s efforts to operate profitably and in conformity with the business and strategic plans approved by the Board. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensation; provided, however, that the Board hereby consents to Executive’s service on and after the Commencement Date as a director of each of the corporations listed on Exhibit A. Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services regular performance of duties and obligations responsibilities hereunder. Nothing contained herein shall preclude Executive from (i) engaging in charitable and community activities, (ii) participating in industry and trade organization activities, (iii) managing his and his family’s personal investments and affairs, and (iiiv) make and manage personal investments of his choice so long as delivering lectures, fulfilling speaking engagements or teaching at educational institutions, provided that such activities do not materially interfere with Executive’s services and obligations hereunder. (c) Executive shall perform his duties hereunder at the Company’s office in King regular performance of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of responsibilities under this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the President and Chief Executive Officer ____________ of Parent, the ___________________ Group of the Company and their Subsidiaries or any successor to such Group, in each case as constituted from time to time (as defined below) the "Group"), and shall have the normal duties, responsibilities, responsibilities and authority of an executive serving in such position position, subject to the direction power of Parent’s board the Board of directors Directors of the Company (the “"Board”)") or the President of the Company to expand or limit such duties, responsibilities and authority, either generally or in specific instances. Executive shall have the title ____________________ of the Group, subject to the power of the Board to change such title from time to time. During the Employment Period, Executive shall also serve as a director of the Company for so long as the Board nominates him to that position and he is elected to it, as a ____________ of the Company for so long as the Board elects or appoints him to that position and as a director of any affiliate of the Company designated by the Board for so long as the Board causes him to be elected to such position. (b) Executive shall report to the Board and President of the Company. (c) During the Employment Period, Executive shall devote his best efforts and his full business time and attention (except for permitted vacation periods and periods, reasonable periods of illness or other incapacityincapacity and, provided such activities do not exceed those in which Executive has engaged in the past, participation in charitable and civic endeavors and management of Executive's personal investments and business interests) to the business and affairs of Parentthe Group and the business and affairs of any other group of the Company, any division of the Company, or any subsidiary or affiliate of the Company and their Subsidiaries(or any group or division thereof), engaged in the security, alarm or monitoring products business or any other business the same as or similar to or related to that then engaged in by the Group. Executive shall perform his duties, duties and responsibilities and functions to Parent, the Company and their Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional businesslike and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensation; provided, that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereundermanner. (cd) Executive shall perform his duties hereunder at and responsibilities principally in the __________________ area, and shall not be required to travel outside that area any more extensively than he has done in the past in the ordinary course of the business of the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of more Subsidiaries

Position and Duties. (a) During the Employment Period, Executive shall serve as the President and Chief Executive Information Officer of Parent, the Company and their Subsidiaries (as defined below) and shall have the normal duties, responsibilities, and authority of an executive serving in such position subject to the direction of Parent’s Chief Executive Officer and Parent’s board of directors (the “Board”). (b) Executive shall report to Parent’s Chief Executive Officer and the Board and shall devote his best efforts and full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their Subsidiaries. Executive shall perform his duties, responsibilities and functions to Parent, the Company and their Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s’s , the Company’s and their Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensation; provided, that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunder. (c) Executive shall perform his duties hereunder at the Company’s office offices in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, Agreement “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of more Subsidiaries.

Position and Duties. (ai) For the period beginning on the Employment Start Date and ending on March 31, 2026 (the “Transition Period”), Executive shall serve as the Co-President of the Company. During the Transition Period, Executive shall perform such activities as are necessary or directed by the Chief Executive Officer (or such other individual as the Chief Executive Officer may designate from time to time) to transition Executive from Co-President to President of the Company. Following the Transition Period and for the remainder of the Employment Period, Executive shall serve as President of the President and Company. Executive shall report to the Chief Executive Officer of Parent, (or such other individual as the Company and their Subsidiaries (as defined below) and Chief Executive Officer may designate from time to time). Executive shall have the normal duties, responsibilities, and authority of an executive serving in implied by such position and shall perform such other activities as are directed by the Chief Executive Officer, subject in each case to the direction power of Parent’s board the Chief Executive Officer to expand, limit, or otherwise alter such duties, responsibilities, positions, and authority and to otherwise override actions of directors (the “Board”)officers. (bii) Executive shall report to the Board and shall devote his Executive’s reasonable best efforts and substantially all of Executive’s full business time and attention (to the business and affairs of the Company given Executive’s title as stated herein, except for permitted vacation periods and reasonable in accordance with the Company’s policy, periods of illness or other incapacity) , and reasonable time spent with respect to civic and charitable activities, provided that none of such activities materially interfere with Executive’s duties to the business Company or its Affiliates or otherwise violate Executive’s duty of loyalty to the Company. Executive shall comply with all policies and affairs procedures of the Company and its Affiliates, as applicable and as may be amended by the Company or Affiliates from time to time in the Company or Affiliates’ sole discretion, including the Code of Conduct of Parent, the Company and their Subsidiaries. as will be delivered to Executive shall perform his duties, responsibilities and functions to Parent, the Company and their Subsidiaries hereunder in good faith and prior to the best of his abilities in a diligent, trustworthy, professional Effective Date and efficient manner and shall comply with Parent’s, made available to Executive upon request. Notwithstanding the Company’s and their Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or the Companyforegoing, Executive shall not, without may engage in the prior written consent of the Board following activities (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensation; provided, that Executive may (i“Permitted Outside Activities”) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services compliance with the terms and obligations hereunder, conditions of this Agreement and are not in conflict with the policies or interests of the Company: (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunder. (cA) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel may serve as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority member of the board of directors of Debticate, Inc. (“Debticate”), (B) Executive may continue to serve as a member of the board of directors of The Debt Exchange, Inc. solely to engage in activities reasonably necessary and required to wind down and dissolve the business and operations of Seller, and (C) the Company acknowledges and agrees that the Executive serves as a member of MaisieDog, LLC, a separate and independent business entity, and subject to the terms and conditions set forth in Sections 1(d)(iv)(B) below, the Executive is permitted to provide executive services to MaisieDog LLC, or other governing body areany successor or affiliate entity controlled by Executive (collectively, at the time of determination“MaisieDog”), owned by Parent necessary for certain activities and operations related to Alpine Tremont LLC or an Affiliate thereof (“Alpine Tremont”). Unless otherwise agreed upon on a case-by-case basis in writing (email being sufficient) between Executive and the Company, directly such activities and operations shall be limited to entities domiciled outside the United States with borrowers and/or collateral located worldwide, including within the United States, and entities domiciled within the United States regarding assets and/or borrowers located only outside of the United States. Executive’s services for MaisieDog shall be performed strictly in a representative capacity as a member of MaisieDog and not in his individual capacity as an employee of Company. The parties acknowledge that Executive’s activities described in Sections (ii)(A) and (ii)(B) may involve conflicts of interest. Accordingly, in the event of a conflict of interest involving Company and either of those respective entities, Executive shall report such conflict of interest to Company and recuse himself from any discussions on behalf of Company or through one any such entity involving such conflict of more Subsidiariesinterest. The parties further agree that the activities described in the preceding clause (C) shall be performed by MaisieDog in exchange for revenue sharing or other consideration pursuant to Section 1(d)(iv)(B) below. MaisieDog shall be solely responsible for its acts and omissions in connection with such activities. Company shall pursue any claim against MaisieDog that arises out of or is related to the business, acts, or omissions of MaisieDog against ▇▇▇▇▇▇▇▇▇ and not against Executive.

Position and Duties. (a) During the Employment Period, Executive shall serve as the an Executive Vice President and the Chief Executive Marketing Officer of Parent, the Company and their Subsidiaries (as defined below) Parent and shall have the normal duties, responsibilities, functions and authority of an executive serving in such position position, subject to the direction power and authority of Parentthe Company’s board Board of directors Directors (the “Board”)) and the Company’s Chief Executive Officer and President to expand or limit such duties, responsibilities, functions and authority and the power and authority of the Board to overrule actions of officers of the Company; provided that such permitted limitations may, nevertheless, constitute “Good Reason” under Section 8. During the Employment Period, Executive shall render such administrative, marketing and other executive and managerial services to the Company and its Affiliates which are consistent with Executive’s position as the Board may from time to time direct. (b) During the Employment Period, Executive shall report to the Board Chief Executive Officer and President of the Company and shall devote his her best efforts and her full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their Subsidiariesits Affiliates. Executive shall perform his her duties, responsibilities and functions to Parent, the Company and their Subsidiaries its Affiliates hereunder in good faith and to the best of his her abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiariesits Affiliates’ policies and procedures in all material respects. So long as Executive is employed by Parent or In performing her duties and exercising her authority under the CompanyAgreement, Executive shall notdevelop, support and implement the business and strategic plans approved from time to time by the Board. During the Employment Period, Executive shall not accept other employment, serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensationBoard; provided, provided that Executive may (i) serve as a director of Legerity, a semi-conductor manufacturer located in Austin, Texas, and may serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services employment. The Company and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive agree that Executive’s services and obligations hereunder. (c) Executive principal location of employment with the Company shall perform his duties hereunder be at the Company’s office headquarters in King of PrussiaTampa, Pennsylvania. It is understood that Florida and Executive shall undertake such business travel as reasonably required by Parent or agrees to use best efforts to establish primary residence in the Company to perform his duties and responsibilitiesTampa, Florida area within six (6) months following the Effective Date. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of more Subsidiaries

Position and Duties. (a) During the Employment Period, (i) the Executive's position (including status, offices, titles and reporting relationships), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 90-day period immediately preceding the Effective Date, and (ii) the Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than thirty-five (35) miles from such location. Such position, authority, duties and responsibilities shall be regarded as not commensurate if, as a result of a Change of Control, (i) the Corporation becomes a direct or indirect subsidiary of another corporation or corporations or becomes controlled, directly or indirectly, by one or more unincorporated entities (such other corporation or unincorporated entity owning or controlling, directly or indirectly, the greatest amount of equity (by vote) of the Corporation is hereinafter referred to as a "Parent Company"), or (ii) all or substantially all of the assets of the Corporation are acquired by another corporation or unincorporated entity or group of corporations or unincorporated entities owned or controlled, directly or indirectly, by another corporation or unincorporated entity (such other acquiring or controlling corporation or unincorporated entity is hereinafter referred to as a "Successor"), unless, in each case, (x) Section (c) of this Agreement shall have been complied with and (y) the Executive shall serve have assumed a position with such Parent Company or Successor, as the President and Chief Executive Officer of Parent, the Company and their Subsidiaries (as defined below) and shall have the normal duties, responsibilitiescase may be, and authority the Executive's position, authority, duties and responsibilities with such Parent Company or Successor, as the case may be, are at least commensurate in all material respects with the most significant of an executive serving in such position subject to those held, exercised and assigned with the direction Corporation at any time during the 90-day period immediately preceding the Effective Date, or (iii) more than one unrelated corporation or unincorporated entity acquires a significant portion of Parent’s board the assets of directors (the “Board”)Corporation. (b) Executive shall report to During the Board and shall devote his best efforts and full business time and attention (except for permitted vacation periods and reasonable Employment Period, excluding periods of illness or other incapacity) vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of Parentthe Corporation and, the Company and their Subsidiaries. Executive shall perform his duties, responsibilities and functions to Parent, the Company and their Subsidiaries hereunder in good faith and to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive's reasonable best of his abilities in a diligent, trustworthy, professional efforts to perform faithfully and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiaries’ policies and procedures in all material respectsefficiently such responsibilities. So long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensation; provided, that The Executive may (i) serve as an officer on corporate, civic or director of charitable boards or otherwise participate in purely educationalcommittees, welfare(ii) deliver lectures, socialfulfill speaking engagements or teach at educational institutions and (iii) manage personal investments, religious and civic organizations so long as such activities do not materially significantly interfere with the performance of the Executive’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunder. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania's responsibilities. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive shall undertake prior to the Effective Date, the continued conduct of such business travel as reasonably required by Parent activities (or the Company conduct of activities similar in nature and scope thereto) subsequent to perform his duties and responsibilities. (d) For purposes of this Agreement, “Subsidiaries” the Effective Date shall mean any corporation or other entity of which not thereafter be deemed to interfere with the securities or other ownership interests having the voting power to elect a majority performance of the board of directors or other governing body are, at Executive's responsibilities to the time of determination, owned by Parent or the Company, directly or through one of more SubsidiariesCorporation.

Position and Duties. (ai) During the Employment PeriodTerm, Executive shall serve as the President and Chief Executive Officer and President of Parent, the Company and their Subsidiaries (as defined below) and and, in so doing, shall have the normal duties, responsibilities, and authority of an executive serving in such position subject report to the direction Board of Parent’s board Directors or comparable managing body of directors the Company (the “Board”). In addition, Executive shall be appointed as a member of the Board and, if elected, serve as the Chairman of the Board. Executive shall have supervision and control over, and responsibility for, such management and operational functions of the Company currently assigned to such positions, and he shall have such other powers and duties as may from time to time be prescribed by the Board, so long as such powers and duties are reasonable and customary for the Chief Executive Officer of an enterprise or division comparable to the Company. (bii) During the Term, Executive shall report agrees to serve, if elected or appointed to any such positions, as a member of the board of directors of each subsidiary and affiliate of the Company, and as an officer of each subsidiary and affiliate of the Company; provided, however, that Executive is indemnified for serving in any and all such capacities in a manner acceptable to the Company and Executive. Executive agrees that he shall not be entitled to receive any compensation for serving as a member of the Board or as an officer or director of any other Person as provided in this Section 2(a)(ii) other than the compensation to be paid to Executive pursuant to this Agreement or any other written agreement between the Company and shall Executive. (iii) During the Term, and excluding any periods of vacation and sick leave to which Executive is entitled and periods of Disability (as defined in Section 3(a)), Executive agrees to devote substantially all of his best efforts and full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their Subsidiaries. Executive shall perform his duties, lawful duties and responsibilities and functions to Parent, the Company and their Subsidiaries hereunder in good faith and to faith. During the best of his abilities in a diligentTerm, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board (which consent it shall not be unreasonably withheld)a violation of this Agreement for Executive to manage his personal investments, accept other employment or perform other services for compensation; provided, that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with the performance of Executive’s services duties and obligations hereunderresponsibilities under this Agreement. Executive agrees that, and without the written approval of the Board he shall not serve on the board or committee of any Person (iiother than charitable non-profit organizations) make and manage personal investments or engage in any other business activities without the prior consent of his choice so long as such activities do the Board, which consent shall not materially interfere with Executive’s services and obligations hereunderbe unreasonably withheld. (civ) The parties expressly acknowledge that any performance of Executive’s duties and responsibilities hereunder shall necessitate, and the Company shall provide, access to and the disclosure of Confidential Information (as defined in Section 6(a) below) to Executive and that Executive’s duties and responsibilities shall perform his duties hereunder at include the development of the Company’s office in King goodwill through Executive’s contacts with the Company’s customers and suppliers. Such access to and disclosure of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required Confidential Information by Parent or the Company to perform his duties Executive, and responsibilities. (d) For purposes such development of this Agreement, “Subsidiaries” shall mean any corporation or other entity goodwill by Executive on behalf of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of more Subsidiariesshall commence immediately upon the Effective Date.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Executive Vice President and Chief Executive Officer – Business Development of Parent, the Company and their Subsidiaries (as defined below) and shall have the normal duties, responsibilities, and authority of an executive serving in such position subject to the direction of Parent’s Chief Executive Officer and Parent’s board of directors (the “Board”). (b) Executive shall report to Parent’s Chief Executive Officer and the Board and shall devote his best efforts and full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their Subsidiaries. Executive shall perform his duties, responsibilities and functions to Parent, the Company and their Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensation; provided, that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunder. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of more Subsidiaries

Position and Duties. (a) During the Employment Period, Executive Employee shall serve as the President and Chief Executive Officer of Parent, the Company and their Subsidiaries (as defined below) its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority of an executive serving in such position a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the direction power of Parentthe Company’s board of directors (the “Board”)) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) Executive During the Employment Period, Employee shall report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parentthe Company, the Company its current and their future, direct and indirect, Subsidiaries. Executive , parents, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions to Parent, the Company and their its Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional businesslike and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiaries’ current policies and procedures in all material respects. So long During the Employment Period, Employee shall not serve as Executive is employed by Parent an officer or the Companydirector of, Executive shall notor otherwise perform services for compensation for, any other entity without the prior written consent of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensationBoard; provided, provided that Executive Employee may (i) serve as an officer or director of of, or otherwise participate in in, purely educational, welfare, social, religious and or civic organizations so long as such activities do not materially interfere with ExecutiveEmployee’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunder. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilitiesemployment. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of or more Subsidiaries.

Position and Duties. (a) During the Employment Period, the Executive shall serve as the President and Chief Executive Officer of Parent, the Company and their Subsidiaries (as defined below) and shall have the normal duties, responsibilities, responsibilities and authority of an executive serving in such position the Chief Executive Officer, subject to the direction power of Parentthe Board and the powers delegated to the Executive’s board superiors (if any) by the Board. The Executive shall also serve as Chairman of directors (the “Board”)Board during the Employment Period unless the Board determines in the future that the role of Chairman of the Board should be separated from the role of Chief Executive Officer in order to respond to statutory or stock exchange listing obligations or then-prevalent corporate practices. (b) The Executive shall report to the Board Board, and the Executive shall devote his best efforts and full substantially all of his business time time, attention and attention energies (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their Subsidiariesits Subsidiaries (as defined below). The Executive shall perform his duties, duties and responsibilities and functions to Parent, the Company and their Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’sbusinesslike manner. The Executive will perform his duties under this Agreement substantially from Company locations (except for the performance of duties required during permitted vacation periods). During the Employment Period, the Company’s and their Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or the Company, Executive shall notnot engage in any business activity which, without in the prior written consent reasonable judgment of the Board (which consent shall Board, materially conflicts with the duties of the Executive hereunder, whether or not be unreasonably withheld)such activity is pursued for gain, accept profit or other employment or perform other services for compensationpecuniary advantage; provided, however, that the Company acknowledges that the Executive may (i) devote such time that the Executive deems appropriate for managing his own investment portfolio and may serve as an officer a member of the boards of directors of non-profit or director of or otherwise participate in purely educationalcharitable organizations, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services and the Executive shall at all times adequately fulfill his obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunderpursuant to this Section 2(b). (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, (i) “Subsidiaries” shall mean any corporation corporation, partnership, limited liability company or other entity similar business organization of which the securities or other ownership interests having the voting power to elect a majority of the board of voting power in electing directors or other the comparable governing body or Person are, at the time of determination, owned by Parent or the Company, directly or through one of or more Subsidiaries; and (ii) “Person” shall be construed broadly and shall include, without limitation, an individual, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, a limited liability company and a governmental entity or any department or agency thereof.

Position and Duties. (a) During the Employment PeriodTerm, the Executive shall serve as the President and Chief Executive Financial Officer of Parent, the Company and their Subsidiaries (as defined below) and shall have the normal authority, functions, duties, responsibilitiespowers and responsibilities normally associated with such positions and as from time to time may be prescribed by the Board. The Executive agrees, subject to his election as such and authority of an executive serving without additional compensation, to serve during the Term in such position subject additional offices of comparable stature and responsibility to which he may be elected from time to time in the direction Company’s Subsidiaries and to serve as a director and as a member of Parentany committee of the Board and as a director of the Company’s board of directors (the “Board”)Subsidiaries. (b) Executive During the Term and subject to the provisions of Section 4(c), (i) the Executive’s services shall be rendered on a full-time, exclusive basis, (ii) he will apply on a full-time basis all of his skill and experience to the performance of his duties in such employment, and shall report only to the Board Board, (iii) he shall have no other employment or outside business activities and (iv) unless the Executive otherwise consents, the headquarters for the performance of his services shall devote be the executive offices of the Company in the greater New York City area, subject to such reasonable travel as the performance of his best efforts and full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to duties in the business and affairs of Parentthe Company may require. (c) During the Term, the Company and their Subsidiaries. Executive shall perform his duties, responsibilities and functions to Parent, the Company and their Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or the Company, Executive shall not, directly or indirectly, without the prior written consent of the Board Board, render any services to any person (other than the Company and its Subsidiaries and other persons in which consent the Company may have an interest), or acquire any interest of any type in any such other person that is in competition with the Company or any of its Subsidiaries or in conflict with his full-time, exclusive position as a senior executive officer of the Company; provided, however, that the foregoing shall not be unreasonably withheld), accept other employment or perform other services for compensation; provided, that deemed to prohibit the Executive may from (i) serve acquiring, solely as an officer investment, securities of any person which are registered under Section 12(b) or director 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and which are publicly traded, so long as he is not part of any group required to make any filing under Section 13(d) of the Exchange Act in respect of such person and such securities do not constitute 2% or otherwise participate more of any class of outstanding securities of such person, (ii) acquiring, solely as an investment, any securities of any person (other than a person that has outstanding securities covered by the preceding clause (i)) so long as he remains a passive investor in purely educational, welfare, social, religious such person and civic organizations does not become part of any control group thereof and so long as such person is not, directly or indirectly, in competition with the Company or any of its Subsidiaries or (iii)(A) serving on the boards of directors of a reasonable number of other corporations (none of which are in competition with the Company or its Subsidiaries) or the boards of a reasonable number of trade associations and/or charitable organizations or, with the prior written consent of the Committee, to provide consulting services for any such corporation, trade association and/or charitable organization, (B) engaging in charitable activities and community affairs and (C) managing his personal investments and affairs, provided that the activities referred to in this clause (iii) do not materially in the aggregate interfere in any material respect with Executive’s services and obligations hereunder, and (ii) make and manage personal investments the proper performance of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunder. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilitiesresponsibilities as the Chief Financial Officer. For purposes of the foregoing, a person shall be deemed to be in competition with the Company or any of its Subsidiaries if it (or its Subsidiaries or Affiliates) is then engaged in any line of business that is substantially the same as any line of business in which the Company or any of its Subsidiaries is engaged. (d) For purposes of this Agreement, “Subsidiaries” The Company shall mean any corporation or other entity of which use its best efforts to cause the securities or other ownership interests having the voting power Executive to elect be a majority member of the board of directors or other governing body are, Board throughout the Term and shall include him in the management slate for election as a director at the time of determination, owned by Parent or the Company, directly or through one of more Subsidiariesevery stockholders’ meeting at which his term as a director would otherwise expire.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Vice President and Chief Executive Officer General Counsel of Parent, the Company and their Subsidiaries (as defined below) and shall have the normal duties, responsibilities, functions and authority of an executive serving in such position the General Counsel, subject to the direction power and authority of Parentthe Company’s board of directors (the “Board”)) to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. During the Employment Period, Executive shall render such administrative, executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position as the Board or the Company’s President and Chief Executive Officer may from time to time direct. (b) During the Employment Period, Executive shall report to the Board Company’s President and Chief Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their its Subsidiaries. Executive shall perform his duties, responsibilities and functions to Parent, the Company and their its Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s and their its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld)Board, accept other employment or perform other services for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior approval of the Board; provided, provided that Executive may (i) serve as an officer or director of or otherwise participate in purely solely educational, welfare, social, religious religious, sporting club and civic organizations so long as such activities do not materially interfere with Executive’s services employment with the Company and obligations hereunderits Subsidiaries. Executive shall be primarily based at the Company’s headquarters in Merrimack, New Hampshire but will work from time to time at the Boston offices of WilmerHale (or other appropriate location in Boston) in accordance with the needs of the Company. Executive understands and (ii) make and manage personal investments of agrees that his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunderemployment will require travel from time to time. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of more Subsidiaries.

Position and Duties. (ai) During the Employment Period, the Executive shall serve as a member of the Board of Directors and President of the Company with such duties and Chief responsibilities as are customarily assigned to such positions. Executive Officer of Parent, shall also have such other roles and responsibilities at the Company and their Subsidiaries the Bank as shall be mutually agreeable. The Executive shall serve on the Board of the Company and as Chairman of the Strategy and Executive Committee of the Board during the Employment Period. During the Employment Period, the location of Executive’s work on a daily basis shall be in the Executive’s discretion. Executive will have an office in the Company’s corporate headquarters and in such other locations, if any, as determined by the Parties. (ii) During the Employment Period, and excluding any periods of FTO (as defined below) of which the Executive avails himself under this Agreement, the Executive shall be employed by the Company on a full-time basis and shall have agrees to devote such time as is necessary to discharge the normal duties, responsibilities, and authority of an executive serving in such position subject responsibilities assigned to the direction of Parent’s board of directors (the “Board”). (b) Executive shall report to the Board and shall devote his best efforts and full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their Subsidiaries. Executive shall perform his duties, responsibilities and functions to Parent, the Company and their Subsidiaries hereunder in good faith and to use the best of his abilities in a diligentExecutive’s commercially reasonable efforts to perform such responsibilities. During the Employment Period, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board (which consent it shall not be unreasonably withheld)a violation of this Agreement for the Executive to, accept other employment either for free or perform other services for personal compensation; provided, that Executive may (iA) serve as an officer on corporate, civic, or director of charitable boards or otherwise participate in purely educationalcommittees, welfare(B) deliver lectures, socialfulfill speaking engagements, religious or teach at educational institutions, (C) manage personal investments and civic organizations personal investment companies, (D) attend to other business matters, so long as such activities do not materially interfere with the performance of the Executive’s services and obligations hereunderresponsibilities as an employee of the Company in accordance with this Agreement, and (iiE) make subject to his fiduciary duties as an officer and manage personal investments director of the Company, serve as an officer and/or director, of the entities previously disclosed to the Board and other related companies and similar private equity or portfolio companies. The Company and the Bank acknowledge that the Executive may receive confidential, attorney-client, and regulatory communications pursuant his choice so long as role at other companies, and hereby waives any rights, claims, or demands to such activities do not materially interfere with Executive’s services information and obligations hereunder. (c) Executive shall perform his duties hereunder at to the extent such information inadvertently is provided to the Company or on the Company’s office in King of Prussiapremises, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent electronic devices, servers, or otherwise, the Company agrees to perform his duties preserve the confidentiality of such information, not to review such information and responsibilitiesto allow Executive to claw back such information at Executives request. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of more Subsidiaries

Position and Duties. (a) During the Employment Period, Executive shall serve as the President Chief Financial Officer and Chief Executive Officer Secretary of Parent, the Company and their Subsidiaries (as defined below) and shall have the normal duties, responsibilities, functions and authority of an executive serving in such position the Chief Financial Officer and Secretary, subject to the direction power and authority of Parent’s board the Board of directors Directors of the Company (the “Board”)) or the Company’s Chief Executive Officer (“Chief Executive Officer”) to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. During the Employment Period, Executive shall also render such administrative, financial and other executive and managerial services to the Company’s parent corporation, the ▇▇▇▇▇▇▇ Companies, Inc. (“▇▇▇▇▇▇▇”) and its Subsidiaries which are consistent with Executive’s position as the Board or the Chief Executive Officer may from time to time direct. (b) During the Employment Period, Executive shall report to the Board and the Chief Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company ▇▇▇▇▇▇▇ and their its Subsidiaries. Executive shall perform his duties, responsibilities and functions to Parent, the Company ▇▇▇▇▇▇▇ and their its Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s and their its Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or During the CompanyEmployment Period, Executive shall notnot serve as an officer or director of, or otherwise perform services, whether or not for compensation, for, any other entity without the prior written consent of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensationBoard; provided, provided that Executive may (i) serve as an officer or director of of, or otherwise participate in in, purely educational, welfare, social, religious and or civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunderemployment. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “Subsidiaries” shall mean mean, with respect to any corporation Person, any corporation, limited liability company, partnership, association, or other business entity of which the securities or other ownership interests having the voting power to elect (i) if a corporation, a majority of the board total voting power of directors shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or other governing body are, trustees thereof is at the time of determination, owned by Parent or the Companycontrolled, directly or through indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by the Person or one or more SubsidiariesSubsidiaries of the Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control any managing director or member or general partner (or the governing body) of such limited liability company, partnership, association, or other business entity. For purposes of this Agreement, “Person” shall mean an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a governmental entity or any department, agency, or political subdivision thereof.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Executive Vice President and Chief Executive Officer Administrative and Financial Officer, of Parent, the Company and their Subsidiaries (as defined below) and shall have the normal duties, responsibilities, functions and authority of an executive serving in such position Executive Vice President and Chief Administrative and Financial Officer, subject to the direction power and authority of the Company’s Board of Directors (the “Company Board”) and the Parent’s board Board of directors Directors (the “Parent Board” or the “Board”), in consultation with the Company’s Chief Executive Officer (the “Chief Executive Officer”), to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. During the Employment Period, Executive shall render to Parent and its Subsidiaries administrative, financial and other executive and managerial services that are consistent with Executive’s position as the Board may from time to time direct. (b) Executive shall report to the Board Chief Executive Officer and the Board, and Executive shall devote his best efforts and full business time and attention (except for permitted vacation periods consistent with past practice and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company Parent and their its Subsidiaries. In performing his duties and exercising his authority under the Agreement, Executive shall perform his duties, responsibilities support and functions implement the business and strategic plans approved from time to Parent, time by the Company and their Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner Board and shall comply support and cooperate with Parent’s, the Company’s and their its Subsidiaries’ policies efforts to expand their businesses and procedures operate profitably and in all material respectsconformity with the business and strategic plans approved by the Board. So long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld)Board, accept other employment or perform other services for compensation; provided. Unless otherwise agreed by Executive, that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunderplace of work shall be in the greater Attleboro, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunderMassachusetts metropolitan area, except for travel reasonably required for Company business. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the CompanyParent, directly or through one of or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the President and Chief Executive Officer Vice President, Sensors Division, of Parent, the Company and their Subsidiaries (as defined below) and shall have the normal duties, responsibilities, functions and authority of an executive serving in such position the Vice President, Sensors Division, subject to the direction power and authority of the Company’s Board of Directors (the “Company Board”) and the Parent’s board Board of directors Directors (the “Parent Board” or the “Board”), in consultation with the Company’s Chief Executive Officer (the “Chief Executive Officer”), to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. During the Employment Period, Executive shall render to Parent and its Subsidiaries administrative, financial and other executive and managerial services that are consistent with Executive’s position as the Board may from time to time direct. (b) Executive shall report to the Board Chief Executive Officer and the Board, and Executive shall devote his best efforts and full business time and attention (except for permitted vacation periods consistent with past practice and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company Parent and their its Subsidiaries. In performing his duties and exercising his authority under the Agreement, Executive shall perform his duties, responsibilities support and functions implement the business and strategic plans approved from time to Parent, time by the Company and their Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner Board and shall comply support and cooperate with Parent’s, the Company’s and their its Subsidiaries’ policies efforts to expand their businesses and procedures operate profitably and in all material respectsconformity with the business and strategic plans approved by the Board. So long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld)Board, accept other employment or perform other services for compensation; provided. Unless otherwise agreed by Executive, that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunderplace of work shall be in the greater Attleboro, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunderMassachusetts metropolitan area, except for travel reasonably required for Company business. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the CompanyParent, directly or through one of or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the President Managing Partner and Chief Executive Legal Officer of Parentthe Company, reporting to the Board of Directors of the Company, and subject to the power of the Board of Directors of the Company and their Subsidiaries (as defined belowthe “Board) and shall have or officers of the normal Company assigned by the Board to expand or limit Executive’s duties, responsibilities, functions and authority in a manner reasonable consistent with Executive’s title. Executive acknowledges and agrees that he owes a fiduciary duty of an executive serving loyalty, fidelity and allegiance to act at all times in such position subject the best interests of the Company and its Subsidiaries and Affiliates and to do no act which would, directly or indirectly, injure the Company’s (and its Subsidiaries’ and Affiliates’) business, interests or reputation. In addition, (i) Executive will use his best efforts to promote the interests, prospects and condition (financial and otherwise) and welfare of the Company and its Subsidiaries and Affiliates and shall perform his duties and responsibilities to the direction best of Parent’s board his ability in a diligent, trustworthy, businesslike and efficient manner and (ii) Executive shall comply at all times with all lawful policies and codes of directors conduct of the Company and its Subsidiaries and Affiliates, as such policies and codes may change from time to time, that are provided to Executive in writing (or as set forth in the “Board”employee handbook). (b) During the Employment Period, Executive shall report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their Subsidiariesits Subsidiaries and Affiliates. Executive shall perform his dutiesmay serve on the board of directors (or its equivalent) of noncompetitive, responsibilities and functions to Parentreligious, the Company and their Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent civic or the Company, Executive shall not, charitable entities without the prior written consent approval of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensation; provided, that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do service is not materially disruptive, or does not interfere with Executive’s services and obligations hereunder, and (ii) make and manage personal investments to the business of his choice the Company or its Subsidiaries or Affiliates. Executive shall, if so long requested by the Company, also serve without additional compensation, as such activities do not materially interfere with Executive’s services and obligations hereunderan officer, director or manager of any Subsidiary or Affiliate of the Company. (c) During the Employment Period, Executive shall perform his duties hereunder at will travel on business of the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as Company to the extent reasonably required by Parent or the Company in order to perform his Executive’s duties and responsibilitiesto the Company under this Agreement. (d) For purposes of this Agreement, (i) “SubsidiariesSubsidiary” shall mean means, to the extent applicable from time to time, any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one or more subsidiaries and (ii) “Affiliate” of more Subsidiariesan entity means any other person or entity, directly or indirectly controlling, controlled by or under common control with an entity.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Senior Vice President and Chief Executive Officer Regional Sales of Parent, the Company and their Subsidiaries (as defined below) and shall have the normal duties, responsibilities, functions and authority of an executive serving in such position the Senior Vice President Regional Sales, subject to the direction power and authority of Parent’s board the Board or the Chief Executive Officer to expand or limit such duties, responsibilities, functions and authority and to overrule actions of directors (officers of the “Board”)Company. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to ▇▇▇▇▇: USI .6299952vl ▇▇▇▇▇▇▇ and its Subsidiaries which are consistent with Executive's position as the Board or the Chief Executive Officer may from time to time direct. (b) During the Employment Period, Executive shall report to the Board and the Chief Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company ▇▇▇▇▇▇▇ and their its Subsidiaries. Executive shall perform his duties, responsibilities and functions to Parent, the Company ▇▇▇▇▇▇▇ and their its Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s 's and their its Subsidiaries’ ' policies and procedures in all material respects. So long as Executive is employed by Parent or During the CompanyEmployment Period, Executive shall notnot serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensationBoard; provided, provided that Executive may (i) serve as an officer or director of of, or otherwise participate in in, purely educational, welfare, social, religious and or civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunder's employment. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “"Subsidiaries” " shall mean mean, with respect to any corporation Person, any corporation, limited liability company, partnership, association, or other business entity of which the securities or other ownership interests having the voting power to elect (i) if a corporation, a majority of the board total voting power of directors shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or other governing body are, trustees thereof is at the time of determination, owned by Parent or the Companycontrolled, directly or through indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more SubsidiariesSubsidiaries of the Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control any managing director or member or general partner of such limited liability company, partnership, association, or other business entity. For purposes of this Agreement, "Person" shall mean an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a governmental entity or any department, agency, or political subdivision thereof.

Position and Duties. (a) During the Employment Period, Executive shall serve as the President and Chief Executive Officer of Parent, the Company and their Subsidiaries (as defined below) ▇▇▇▇▇▇'▇ and shall have the normal duties, responsibilities, responsibilities and authority of an executive serving in associated with such position subject to the direction power of Parent’s the board of directors of ▇▇▇▇▇▇'▇ (the “"Board”)") to expand or limit such duties, responsibilities and authority and to override actions of officers. (b) During the Employment Period, Executive (i) shall report to the Board and Board, (ii) shall devote his best efforts and full substantially all of Executive's business time and attention (except for permitted vacation periods and reasonable periods, periods of illness or other incapacityincapacity and for service on the Board of Directors (or similar governing body) of St. Ignatius College Preparatory, Florsheim, Junior Achievement EXECUTION COPY of Chicago and Big Shoulders (provided that none of such activities shall materially interfere with Executive's duties to ▇▇▇▇▇▇'▇), and other permitted absences for which senior executive employees of ▇▇▇▇▇▇'▇ are generally eligible from time to time under ▇▇▇▇▇▇'▇ policies) to the business and affairs of Parent▇▇▇▇▇▇'▇ and its Subsidiaries, (iii) shall not engage in any other business activity without the Company prior written approval of the Board, and their Subsidiaries. Executive (iv) shall perform his duties, Executive's duties and responsibilities and functions to Parent, the Company and their Subsidiaries hereunder in good faith and to the best of his Executive's abilities in a diligent, trustworthy, professional businesslike and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensation; provided, that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereundermanner. (c) With respect to all regular elections of directors during the Employment Period, ▇▇▇▇▇▇'▇ shall nominate, and the Company shall cause the election of, Executive to serve as a member and Chairman of the Board. Upon the termination or expiration of the Employment Period, Executive shall perform his duties hereunder at resign as a director of ▇▇▇▇▇▇'▇ and its Subsidiaries, as the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilitiescase may be. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of more Subsidiaries

Position and Duties. (a) During the Employment Period, Executive shall serve as the President and Chief Executive Officer of Parent, the Company and their Subsidiaries (as defined below) and shall have the normal duties, responsibilities, functions and authority of an executive serving in such position the President and Chief Executive Officer, subject to the direction power and authority of Parent’s board the Board of directors Directors of the Company (the “Board”) to expand or limit such duties, responsibilities, functions and authority. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company, its Subsidiaries (as defined below) and Tandus Group, Inc., the sole owner of the common stock of the Company (collectively, the “Group”), that are consistent with Executive’s position as the Board may from time to time direct. (b) During the Employment Period, Executive shall (i) report to the Board and shall Board, (ii) devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parentthe Group, and (iii) reside in the Company region including and their Subsidiariessurrounding the cities of Chattanooga, Tennessee and Dalton, Georgia. Executive shall perform his duties, responsibilities and functions to Parent, the Company and their Subsidiaries Group hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the CompanyGroup’s and their Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or During the CompanyEmployment Period, Executive shall notnot serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensationBoard; provided, however, that Executive may (i) serve as an officer or director of or otherwise participate in purely solely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services duties and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere responsibilities with Executive’s services and obligations hereunderthe Group. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the President and Chief Executive Financial Officer of Parent, the Company and their Subsidiaries (as defined below) and shall have the normal duties, responsibilities, functions and authority of an executive serving in such position the Chief Financial Officer, subject to the direction power and authority of Parent’s the Company's board of directors (the “"Board”)") to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive's position as the Board or the Company's President and Chief Executive Officer may from time to time direct. (b) During the Employment Period, Executive shall report to the Board Company's President and Chief Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their its Subsidiaries. Executive shall perform his duties, responsibilities and functions to Parent, the Company and their its Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s 's and their its Subsidiaries’ ' policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and shall support and cooperate with the Company's and its Subsidiaries' efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld)Board, accept other employment or perform other services for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided, provided that Executive may (i) serve as an officer or director of or otherwise participate in purely solely educational, welfare, social, religious religious, sporting club and civic organizations so long as such activities do not materially interfere with Executive’s services 's employment with the Company and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunderits Subsidiaries. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “"Subsidiaries” " shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) In general. Executive shall be employed as President and Chief Executive Officer, with overall responsibility for the Company's business and operations, and shall perform such duties and services, consistent with such position for the Company, as may be (i) specified in the Bye-Laws of the Company or (ii) assigned to him from time to time by the Chairman of the Board of Directors of the Company (the "Chairman"). On or promptly following the Commencement Date, Executive shall be named to the Company's Board of Directors and the Board of Directors will propose Executive for election and re-election to the Board of Directors during the remainder of the Employment Period. The duties of the Executive shall include serving as an officer or director or otherwise performing services for any "Affiliate" of the Company as requested by the Company. An "Affiliate" of any person means any entity that controls, is controlled by or is under common control with such person. Executive shall report to the Chairman. (b) Full-time employment. During the Employment Period, Executive shall serve as the President and Chief Executive Officer of Parent, the Company and their Subsidiaries (as defined below) and shall have the normal duties, responsibilities, and authority of an executive serving in such position subject to the direction his obligations to CME Development Corporation, which is anticipated to require one-third of Parent’s board of directors (the “Board”). (b) his business time, Executive shall report to the Board and shall devote his best efforts and full business time and attention (to the services required of him hereunder, except for permitted time devoted to services required by him to be performed for any "Affiliate" of the Company, 5 weeks annual vacation periods time (but without duplication of any vacation time to which Executive is entitled under any agreement with any Affiliate) and reasonable periods of illness absence due to sickness, personal injury or other incapacity) disability, and shall use his best efforts, judgement, skill and energy to perform such services in a manner consonant with the duties of his position and to improve and advance the business and affairs interests of Parentthe Company, provided, however, that Executive shall perform such services under this Agreement exclusively outside of the United Kingdom and the United States and Executive has entered into an employment agreement with CME Development Corporation for his services within the United Kingdom and the United States. Executive shall not be engaged in any other business activity which, in the reasonable judgment of the Chairman, conflicts with the duties of the Executive under this Agreement. Executive shall travel to, and may be stationed on a short-term basis (not to exceed one month at any time) in, such location or locations outside of the United Kingdom and the United States as may be requested by the Com pany, or which Executive believes is necessary or advisable, in the performance by Executive of his duties hereunder or to the extent appropriate to improve and advance the interests of the Company and their Subsidiaries. Executive shall perform his duties, responsibilities and functions to Parent, the Company and their Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensation; provided, that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunderits Affiliates. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of more Subsidiaries

Position and Duties. (a) During the Employment Period, Executive shall serve as the President and Chief Executive Officer Senior Vice President-Marketing of Parent, the Company and their Subsidiaries (as defined below) and shall have the normal duties, responsibilities, functions and authority of an executive serving in such position the Senior Vice President-Marketing, subject to the direction power and authority of Parent’s board the Company's Board of directors Directors (the “"Board”)") to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. During the Employment Period, Executive shall render such administrative, and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive's position as the Board may from time to time direct. (b) During the Employment Period, Executive shall report to the Board Company's Chief Executive Officer and shall devote his her best efforts and her full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their its Subsidiaries. Executive shall perform his her duties, responsibilities and functions to Parent, the Company and their its Subsidiaries hereunder in good faith and to the best of his her abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s 's and their its Subsidiaries’ ' policies and procedures in all material respects. So long as Executive is employed by Parent or During the CompanyEmployment Period, Executive shall notnot serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensationBoard; provided, provided that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations 's employment hereunder. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “"Subsidiaries” " shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, the Executive shall serve as the Executive Vice President and Chief Executive Financial Officer of Parent, the Company and their Subsidiaries (as defined below) and shall have the normal duties, responsibilities, responsibilities and authority of an executive serving in such position thereof, subject to the direction power of Parent’s the board of directors of the Company (the “"Board”)") and the powers delegated to the Executive's superiors (if any) by the Board. (b) The Executive shall report to the Board or its designee, and the Executive shall devote his best efforts and full substantially all of his business time time, attention and attention energies (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their Subsidiariesits Subsidiaries (as defined below). The Executive shall perform his duties, duties and responsibilities and functions to Parent, the Company and their Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’sbusinesslike manner. During the Employment Period, the Company’s and their Subsidiaries’ policies and procedures Executive shall not engage in all material respects. So any business activity which, in the reasonable judgment of the Board, materially conflicts with the duties of the Executive hereunder, whether or not such activity is pursued for gain, profit or other pecuniary advantage; provided, however, that nothing herein is intended to prohibit Executive from managing his own investment portfolio so long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheldat all times adequately fulfill his obligations pursuant to this Section 2(b), accept other employment or perform other services for compensation; provided, that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunder. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “(i) "Subsidiaries” " shall mean any corporation corporation, partnership, limited liability company or other entity similar business organization of which the securities or other ownership interests having the voting power to elect a majority of the board of voting power in electing directors or other the comparable governing body or Person are, at the time of determination, owned by Parent or the Company, directly or through one of or more Subsidiaries; and (ii) "Person" shall be construed broadly and shall include, without limitation, an individual, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, a limited liability company and a governmental entity or any department or agency thereof.

Position and Duties. (a) During the Employment Period, Executive the Founder shall serve as the President Founder and Chief Executive Creative Officer of Parentthe Company. The Founder will have the power, responsibility, duties and authority customary for a Chief Creative Officer of corporations of the size, type and nature of the Company and their Subsidiaries (as defined below) and shall have the normal duties, responsibilities, which are substantially consistent with her creative duties and authority of an executive serving in such position subject with respect to her current services with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Living (including those duties and authority with respect to the direction Company’s business not involving ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Living as are reasonable, to be mutually agreed upon between the Founder and the CEO of Parent’s board of directors the Company (the “BoardCEO”) from time to time). (b) Executive . The Founder shall report directly to the Board and CEO. Unless otherwise authorized by the CEO, during the Employment Period, the Founder shall devote his best efforts substantially all of her working time, attention and full energies during normal business time and attention hours (except for permitted vacation periods and reasonable periods of other than absences due to illness or other incapacityvacation) to the business and affairs performance of Parent, her duties for the Company and their Subsidiaries▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Living. Executive shall perform his dutiesWithout limitation, responsibilities and functions to Parentduring the Employment Period, the Company Founder will make herself reasonably available, subject to her prior personal and their Subsidiaries hereunder in good faith professional commitments, for all appearances, events and related activities specified or agreed to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, under the Company’s and their Subsidiaries’ policies and procedures ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Living’s licensing agreements in all material respects. So long effect as Executive is employed by Parent of the Closing Date (but, for the avoidance, any extensions or modifications of such licensing agreements which provide for additional appearances, events or similar activities shall require the Company, Executive shall not, without the prior written consent of the Board Founder). During the Employment Period, subject at all times to her prior personal and professional commitments, the Founder shall be reasonably available for promotional activities and shall also provide endorsement services to promote the Company’s products and services from time-to-time during the Employment Period consistent with her past practices with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Living (collectively, “Promotional Services”). Notwithstanding the above, the Founder shall be permitted, to the extent such activities do not violate, or substantially interfere with her performance of her duties and responsibilities under this Agreement during the Employment Period, or any other agreement to which consent shall not be unreasonably withheldshe and the Company are parties, in all cases except for (iii), accept other employment or perform other services for compensation; providedas determined by the CEO and the Board, that Executive may to (i) engage in motion picture, television, public speaking and publishing activities, (ii) appear from time to time in commercials and/or advertisements that do not present a conflict with the Company’s or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Living’s interests with respect to its products or significant business relationships, in all cases subject to the approval of the Board, (iii) manage her personal, financial and legal affairs (including writing her autobiography), (iv) serve on civic or charitable boards or committees (it being expressly understood and agreed that the Founder’s continuing to serve on any such board and/or committees on which she is serving, or with which she is otherwise associated, as an officer or director of or otherwise participate the Closing Date, shall be deemed not to interfere with her performance of her duties and responsibilities under this Agreement), (v) serve on boards of other companies and (vi) make personal appearances and lectures, and the Founder shall be entitled to receive and retain all remuneration received by her from the items listed in purely educationalclauses (i) through (vi) of this paragraph (including, welfarewithout limitation, socialappearance and speaking fees, religious book advances, royalties, residuals and civic organizations other fees and compensation (including guild and union payments) payable therewith) outside the performance of her duties hereunder. In addition, the Founder is entitled to engage in motion picture and television activities on behalf of third parties and to receive and retain all remuneration therefrom, so long as such activities do not materially substantially interfere with Executive’s the performance of her duties and responsibilities hereunder. The Founder and the Company agree that, to the extent that any such third party production would require the Founder to provide recurring services, she may provide such services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as the Company receives one-third of any talent fee that would be payable in respect of her services as a performer. The Founder will be entitled to retain the remainder of such activities talent fees. For the avoidance of doubt, where the Founder’s services do not materially require recurring services that could interfere with Executive’s services and obligations hereunder. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his her duties and responsibilities. (d) For purposes of this Agreementresponsibilities hereunder, “Subsidiaries” she shall mean any corporation or other entity of which continue to have the securities or other ownership interests having the voting power right to elect a majority receive and retain all of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of more Subsidiariesfees payable.

Position and Duties. (a) During the Employment Period, Executive shall serve as the President and Chief Executive Officer Vice President, Strategic Development of Parent, the Company and their Subsidiaries (as defined below) and shall have the normal duties, responsibilities, functions and authority of an executive serving in such position the Vice President, Strategic Development, subject to the direction power and authority of Parentthe Company’s board of directors (the “Board”)) to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. During the Employment Period, Executive shall render such administrative, executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position as the Board or the Company’s President and Chief Executive Officer may from time to time direct. (b) During the Employment Period, Executive shall report to the Board Company’s President and Chief Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their its Subsidiaries. Executive shall perform his duties, responsibilities and functions to Parent, the Company and their its Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s and their its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld)Board, accept other employment or perform other services for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior approval of the Board; provided, provided that Executive may (i) serve as an officer or director of or otherwise participate in purely solely educational, welfare, social, religious religious, sporting club and civic organizations so long as such activities do not materially interfere with Executive’s services employment with the Company and obligations hereunderits Subsidiaries. Executive shall be primarily based at the Company’s headquarters in Merrimack, New Hampshire. Executive understands and (ii) make and manage personal investments of agrees that his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunderemployment will require travel from time to time. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of more Subsidiaries.

Position and Duties. (ai) During the Employment Initial Period, the Executive shall serve as the President and Chief Operating Officer of the Company, and, (ii) during the Second Period, the Executive shall cease serving as the Chief Operating Officer and shall serve as the President and Chief Executive Officer of Parentthe Company, in the case of each of (i) and (ii), with such authority, power, duties and responsibilities as are commensurate with such positions and as are customarily exercised by a person holding such positions in a company of the size and nature of the Company. During the Initial Period, the Executive shall report directly to the Chief Executive Officer of the Company and their Subsidiaries (as defined belowthe “Initial CEO”) and during the Second Period, the Executive shall have the normal duties, responsibilities, and authority of an executive serving in such position subject report directly to the direction Board of Parent’s board Directors of directors the Company (the “Board”)) or its designee. During the Employment Period, the Executive shall serve as a member of the Board. The Board shall appoint the Executive to the positions specified above at the times specified above throughout the Employment Period. During the Employment Period, the Executive shall perform his duties at the Company’s headquarters. (b) The Executive shall report to agrees that during the Board and Employment Period he shall devote his best efforts and full business time time, energies and attention (except for permitted vacation periods talents to serving in the positions described in Section 3(a) and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their Subsidiaries. Executive he shall perform his duties, responsibilities duties faithfully and functions efficiently subject to Parentthe directions of the Board. Notwithstanding the foregoing provisions of this Section 3(b), the Company Executive may (i) serve as a director, trustee or officer or otherwise participate in not-for-profit educational, welfare, social, religious and their Subsidiaries hereunder in good faith and to the best civic organizations; (ii) serve as a director of his abilities in a diligentany for-profit business, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld); and (iii) acquire passive investment interests in one or more entities, accept to the extent that such other employment or perform other services for compensation; provided, that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially inhibit or interfere with the performance of the Executive’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunder. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of under this Agreement, “Subsidiaries” shall mean any corporation or other entity of which to the securities or other ownership interests having the voting power to elect a majority knowledge of the board Executive conflict in any material way with the business or policies of directors the Company or other governing body are, at any subsidiary or affiliate thereof (the time of determination, owned by Parent or the Company, directly or through one of more Subsidiaries“Affiliated Entities”).

Position and Duties. (a) During the Employment Period, Executive shall serve as the President and Chief Executive Officer of Parent, the Company and their Subsidiaries (as defined below) Global Sales and shall have the normal duties, responsibilities, functions and authority of an executive serving in such position position, subject to the direction power and authority of Parentthe Company’s board Board of directors Directors (the “Board”)) and the Company’s Chief Executive Officer to expand or limit such duties, responsibilities, functions and authority and the power and authority of the Board to overrule actions of officers of the Company; provided that such permitted limitations may, nevertheless, constitute “Good Reason” under Section 8. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Affiliates which are consistent with Executive’s position as the Board may from time to time direct. (b) During the Employment Period, Executive shall report to the Board Chief Executive Officer of the Company and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their Subsidiariesits Affiliates. Executive shall perform his duties, responsibilities and functions to Parent, the Company and their Subsidiaries its Affiliates hereunder in good faith and to the best of his abilities in a diligent, diligent trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiariesits Affiliates’ policies and procedures in all material respects. So long as Executive is employed by Parent or In performing his duties and exercising his authority under the CompanyAgreement, Executive shall notdevelop, support and implement the business and strategic plans approved from time to time by the Board. During the Employment Period, Executive shall not accept other employment, serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensationBoard; provided, provided that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services employment hereunder. The Company and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive agree that during the Employment Period Executive’s services and obligations hereunder. (c) Executive principal location of employment with the Company shall perform his duties hereunder be at the Company’s office headquarters in King of PrussiaTampa, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilitiesFlorida. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of more Subsidiaries

Position and Duties. (a) 1.1 During the Initial Employment PeriodTerm (as defined below), Executive the Employee shall serve as the President and Chief Executive Financial Officer of Parent, the Company and their Subsidiaries (as defined below) shall report solely and directly to the Chief Executive Officer. The Employee shall have such duties and responsibilities as are consistent with her position as Chief Financial Officer of the normal dutiesCompany. In addition, responsibilities, the Employee shall perform all other duties and authority of an executive serving in accept all other responsibilities incident to such position subject as may be reasonably assigned to him by the direction of Parent’s board of directors (the “Board”)Chief Executive Officer. (b) Executive 1.2 During the Initial Employment Term, Employee shall report to the Board and shall devote his best efforts and full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, serve the Company and their Subsidiaries. Executive shall perform his duties, responsibilities and functions to Parent, the Company and their Subsidiaries hereunder in good faith faithfully and to the best of his abilities in a diligent, trustworthy, professional and efficient manner ability and shall comply devote substantially all of his business time, attention and efforts to the performance of such duties as may be assigned to him from time to time by the Chief Executive Officer. Employee shall confer with Parent’sthe Chief Executive Officer and must have the written approval by the Board of Directors (the “Board”) prior to any mergers, acquisitions or significant contracts by the Company’s and their Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent company or the Company, Executive shall not, without the prior written consent to entering into any new financial agreements on behalf of the Board (which consent shall company outside of his normal day to day responsibilities. 1.3 Employee expressly represents and warrants to the Company that Employee is not be unreasonably withheld), accept other employment a party to any contract or perform other services for compensation; provided, that Executive may (i) serve as an officer or director of or agreement and is not otherwise participate obligated in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunderany way, and (ii) make and manage personal investments of his choice so long as such activities do is not materially interfere with Executivesubject to any rules or regulations, whether governmentally imposed or otherwise, which will or may restrict in any way the Employee’s services and obligations hereunder. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company ability to fully perform his duties and responsibilities under this Agreement. Employee further expressly represents and warrants that he is eligible to work in the United States and shall take all necessary action to comply with requests for verification of employment eligibility. 1.4 Employee will perform his duties and responsibilities located at the corporate headquarters or elsewhere within reason to perform the position’s responsibilities. 1.5 To the extent Employee is asked to serve as an officer, director or manager of the subsidiaries (d“Subsidiaries”) For purposes of the Company (such as Muscle Maker Development, LLC and Muscle Maker Corp., LLC), Employee’s duties to the Subsidiaries shall be deemed to have been included in this Agreement, “Subsidiaries” shall mean not be entitled to any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority additional compensation hereunder, and shall be covered by all provisions of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of more SubsidiariesAgreement mutatis mutandis.

Position and Duties. (a) During the Employment Period, Executive shall serve as the President and Chief Executive Officer of Parentthe Company. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and their Subsidiaries its affiliates (the “Company Group”) as defined below) are consistent with Executive’s position and shall have the normal dutiesby-laws of the Company and as the Board of Directors of the Company (together with its committees, responsibilities, and authority of an executive serving in such position subject to the direction of Parent’s board of directors (the “Board”)) may from time to time reasonably direct. Executive shall also serve for no additional compensation or remuneration as an officer or director of the Company or such subsidiaries of the Company as may from time to time be designated by the Board. (b) During the Employment Period, Executive shall report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their SubsidiariesCompany. Executive shall perform his duties, responsibilities and functions to Parent, the Company and their Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or the CompanyIn performing his duties and exercising his authority under this Agreement, Executive shall notsupport and implement the business and strategic plans approved from time to time by the Board and shall support and cooperate with the Company’s efforts to operate in conformity with the business and strategic plans approved by the Board. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensation; provided, that . Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services regular performance of duties and obligations hereunderresponsibilities hereunder in any material respect. Nothing contained herein shall preclude Executive from (i) engaging in charitable and community activities, (ii) participating in industry and trade organization activities, and (iiiii) make managing his and manage his family’s personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunder. (c) affairs; provided, that Executive shall perform his duties hereunder at not have any ownership interest (of record or beneficial) in any firm, corporation, partnership, proprietorship or other business that competes directly with the Company’s office in King ▇▇▇▇▇▇▇-Tropsch business except for (x) an investment of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority not more than 1.0% of the board outstanding securities of directors a company traded on a public securities exchange or other governing body are, at the time of determination, owned by Parent or the Company, directly or (y) investments made through one of more Subsidiariespublic mutual funds.

Position and Duties. (a) During the Employment Period, Executive Employee shall serve as the Vice President — Administration and Chief Executive Officer General Counsel of Parent, the Company and their Subsidiaries (as defined below) its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority of an executive serving in such position a Vice President — Administration and General Counsel, provided that Employee’s duties, responsibilities, functions and authority are all subject to the direction power of Parentthe Chief Executive Officer and President of the Company and the Company’s board of directors (the “Board”)) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) Executive During the Employment Period, Employee shall report to the Chief Executive Officer and President and the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parentthe Company, the Company its current and their future, direct and indirect, Subsidiaries. Executive , parents, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions to Parent, the Company and their its Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional businesslike and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiaries’ current policies and procedures in all material respects. So long During the Employment Period, Employee shall not serve as Executive is employed by Parent an officer or the Companydirector of, Executive shall notor otherwise perform services for compensation for, any other entity without the prior written consent of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensationBoard; provided, provided that Executive Employee may (i) serve as an officer or director of of, or otherwise participate in in, purely educational, welfare, social, religious and or civic organizations so long as such activities do not materially interfere with ExecutiveEmployee’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunder. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilitiesemployment. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the President and Chief Executive Officer President, Texas Division of Parent, the Company and their Subsidiaries (as defined below) Holdings and shall have the normal duties, responsibilities, functions and authority of an executive serving in such position the President, Texas Division, subject to the direction power and authority of Parent’s board the Company's Chief Operating Officer to expand or limit such duties, responsibilities, functions and authority and to overrule actions of directors (officers of the “Board”)Company and Holdings. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to Holdings, the Company and their respective Subsidiaries which are consistent with Executive's position as the Board may from time to time reasonably direct. (b) During the Employment Period, Executive shall report to the Board Company's Chief Operating Officer and shall devote his best efforts and full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of ParentHoldings, the Company and their respective Subsidiaries. Executive shall perform his duties, responsibilities and functions to ParentHoldings, the Company and their respective Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, trustworthy and professional and efficient manner and shall comply with Parent’sHoldings', the Company’s 's and their respective Subsidiaries’ ' policies and procedures in all material respects. So long as Executive is employed by Parent or During the CompanyEmployment Period, Executive shall notnot serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board (which consent shall not be unreasonably withheld, conditioned or delayed), accept other employment or perform other services for compensation; provided, provided that Executive may (i) serve as an officer participate on boards of charitable entities or director of or otherwise participate in purely educational, welfare, social, religious and other civic organizations entities so long as such activities do service does not materially interfere with Executive’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunder's duties under this Agreement. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “"Subsidiaries” " shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent Holdings or the Company, directly or through one of or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Executive Vice President and Chief Executive Officer - Integrated Solutions of Parent, the Company and their Subsidiaries (as defined below) ), and shall have the normal duties, responsibilities, and authority of an executive serving in such position subject to the direction of Parent’s Chief Executive Officer and Parent’s board of directors (the “Board”). (b) Executive shall report to Parent’s Chief Executive Officer and the Board and shall devote his best efforts and full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their Subsidiaries. Executive shall perform his duties, responsibilities and functions to Parent, the Company and their Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s’s , the Company’s and their Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensation; provided, that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunder. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of more Subsidiaries

Position and Duties. (a) During the Employment PeriodThe Company hereby employs Executive as its Vice President, Operations and President - Communications Supply Corporation. In such capacity, Executive shall serve as have the President and duties of the senior executive officer of the Company with powers consistent with such position. Executive shall report to the Chief Executive Operating Officer of Parent, WESCO. Executive shall perform such duties and responsibilities relating to the business of the Company and their Subsidiaries (WESCO as defined below) may be assigned or delegated to him from time to time by the Chief Operating Officer of WESCO or its designee, which duties shall not be inconsistent with his position and duties as senior executive officer of the Company. During his employment Term, Executive shall have the normal duties, responsibilities, and authority of also serve as an executive serving in such position subject to the direction and corporate officer of Parent’s board of directors (the “Board”)WESCO without compensation other than as contemplated herein. (b) Executive shall report accepts such employment and agrees to: (i) devote substantially all of Executive’s efforts, time, energy and skill (vacations in accordance with Company policy and reasonable absences due to illness excepted) during regular business hours to the Board duties of his employment hereunder. (ii) faithfully, loyally, and shall devote his best efforts and full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) industriously perform such duties, subject to the business supervision of the senior management of WESCO as contemplated above; and (iii) diligently follow and affairs implement all lawful management policies and decisions of Parent, the Company and their Subsidiaries. Executive shall perform his duties, responsibilities and functions to Parent, or WESCO. (c) During the Company and their Subsidiaries hereunder in good faith and to the best Term of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or the Companythis Agreement, Executive shall not, without the prior written consent of the Board of Directors of WESCO (which consent the “Board”), engage (whether or not during normal business hours) m any other business or professional activity, or serve on the board of directors of another entity, whether or not such activity is pursued for gain, profit or other pecuniary advantage; but this shall not be unreasonably withheld), accept other employment or perform other services for compensation; provided, that construed as preventing Executive may from (i) serve as an officer or director of or otherwise participate investing his personal assets in purely educational, welfare, social, religious and civic organizations so long as such activities businesses that do not materially interfere compete with Executive’s the Combined Business of WESCO and the Company or any Affiliate thereof in such form or manner as will not require any services on the part of Executive in the operation or the affairs of the entities in which such investments are made and obligations hereunderin which his participation is solely that of an investor, and (ii) make and manage personal investments purchasing securities in any corporation whose securities are regularly traded on a national securities exchange, provided that such purchase does not result in Executive collectively owning beneficially at any time five (5%) percent or more of his choice so long as the voting securities of any Competing Enterprise or any affiliate thereof or (iii) engaging in or serving on such civic, community, charitable, educational or religious activities do not materially interfere with Executive’s services and obligations hereunder. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvaniaor organizations. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, the term “SubsidiariesAffiliate” or “affiliate” shall mean any corporation person or other entity directly or indirectly controlling, controlled by, or under common control of which WESCO or the securities Company and the term “Competing Enterprise” shall mean any person or other ownership interests having any business organization of whatever form, engaged directly or indirectly in the voting power to elect a majority business of WESCO, the Company or any affiliate in any city or country in any state of the board of directors or other governing body areUnited States, at as well as anywhere outside the time of determination, owned by Parent or the Company, directly or through one of more SubsidiariesUnited States.

Position and Duties. (a) During the Employment Period, Executive shall serve as the President and Chairman, Chief Executive Officer and President of Parent, the Company and their Subsidiaries (as defined below) Publishing and shall have the normal duties, responsibilitiesresponsibilities and authority implied by such positions. Executive shall hold similar positions with the Company and Ziff ▇▇▇▇▇ Media Inc. ("Media") as well as any entity controlled by the Company which the Board determines to be a key affiliate, and authority Executive shall have the right to serve in the same position with respect to all other Affiliates controlled by the Company except to the extent (i) Executive votes as a director or otherwise approves the election of an executive another person to any such position, or (ii) applicable law precludes Executives from holding such position in a foreign entity, provided that Executive shall not be entitled to any additional compensation for serving in such position subject positions. So long as Executive remains employed in each of such positions with Publishing, the Company, Media and each of such key Affiliates, Executive shall be deemed to be "Employed by the direction Company" for purposes hereof, and if Executive ceases for any reason to be employed in any of Parent’s board such positions with any of directors (such entities, Executive will be deemed to be no longer "Employed by the “Board”)Company", and his "Company Employment" shall be deemed to have ceased or terminated. For the avoidance of doubt, Executive will be deemed to have resigned from "Company Employment " if Executive resigns from any of such positions with Publishing, the Company, Media or any of such key Affiliates. (b) Executive shall report directly to the Board of the Company and shall devote his best efforts and full substantially all of his business time and attention (except for permitted vacation periods and reasonable contemplated hereby, periods of illness or other incapacity, reasonable time spent with respect to civic and charitable activities, service on the boards of directors of other companies as approved by the Board of the Company and time devoted to matters for WS or portfolio companies thereof, provided that none of such activities shall interfere with Executive's duties to Publishing, and other permitted absences, if any, for which senior executive employees of Publishing are generally eligible from time to time under Publishing's policies) to the business and affairs of Parent, the Company Publishing and their Subsidiariesits Affiliates. Executive shall perform his duties, Executive's duties and responsibilities and functions to Parent, the Company and their Subsidiaries hereunder in good faith and to the best of his Executive's abilities in a diligent, trustworthy, professional businesslike and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensation; provided, that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereundermanner. (c) Promptly after commencement of the Employment Term, Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect be elected a majority member of the board of directors or other governing body are, at the time of determination, owned by Parent or Board the Company, directly or through one so that the Board shall then be comprised of more SubsidiariesExecutive and its four existing directors. Upon commencement of employment of a new CFO identified by Executive and acceptable to the Board, at Executive's request, such CFO shall be elected to serve on the Company's Board. The Board will be expanded to include at least two, and up to four, independent directors (though subject to removal by Company stockholders).

Position and Duties. (a) During the portion of the Employment PeriodPeriod beginning January 6, Executive 2020, Employee shall serve as the President and Chief Executive Officer Chairman of Parent, the Board of Directors of the Company and their Subsidiaries (as defined below) and shall have the normal duties, responsibilities, and authority of an executive serving in such position subject to the direction of Parent’s board of directors (the “Board”)) and Chief Executive Officer and President of the Company and shall be responsible for such duties as are commensurate with Employee’s positions, as reasonably and lawfully prescribed by the Board. As Chief Executive Officer and President, Employee will report directly to the Board and, from and after January 6, 2020, will work in the Company’s Houston office. (b) Executive shall report to the Board and Employee shall devote his reasonable best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods, periods of illness or other incapacity) to the business and affairs of Parent, the Company and their Subsidiariesits affiliates. Executive Notwithstanding the foregoing, it shall perform his dutiesnot be considered a violation of this Agreement for Employee to continue to serve on the boards of directors or similar body of, responsibilities and functions to Parentor as an advisor to, the Company public and their Subsidiaries hereunder private for-profit businesses and enterprises that are set forth in good faith and Schedule 1, attached hereto, or any professional, civic, trade association, charitable, community, religious or other types of organization, in each such case, on which he is serving on the Execution Date or to continue to serve, in an unpaid capacity, as an Honorary Consular Officer for the best Republic of his abilities Kazakhstan in the United States, in accordance with all applicable United State Department of State requirements. In addition, it shall not be considered a diligentviolation of this Agreement for Employee to (i) engage in or serve such additional professional, trustworthycivic, professional and efficient manner and shall comply trade association, charitable, community, religious or similar types of organizations or speaking engagements as Employee may select; (ii) serve, with Parent’s, the Company’s and their Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board Chairman of the Compensation Committee of the Board, on the board of directors, advisory committee or similar body of other public or private for-profit businesses or enterprises, in addition to those set forth in Schedule 1, attached hereto, or engage in other business activities; and (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensationiii) attend to Employee’s personal matters and finances; provided, that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such services and activities described in (i) through (iii) do not materially significantly interfere with Executivethe performance of Employee’s services responsibilities as the Chairman of the Board and obligations hereunder, Chief Executive Officer and (ii) make and manage personal investments President of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunder. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of more Subsidiaries

Position and Duties. (a) During the Employment Period, Executive shall serve as the President and Chief Executive Operating Officer of Parentthe Company. During the Employment Period, the Company and their Subsidiaries (as defined below) and shall Executive is to have the normal duties, responsibilities, responsibilities and authority of an executive serving in such position with the title of Chief Operating Officer, subject to the power of the Chief Executive Officer to provide oversight and direction of Parent’s board of directors (the “Board”)with respect to such duties, responsibilities and authority, either generally or in specific instances and consistent with such position. (b) [Intentionally Omitted]. (c) During the Employment Period, Executive acknowledges and agrees that from time to time (i) the board of directors of the Company (the “Company Board”) or the board of directors or managers, as applicable, of any member of the Company Group, may assign Executive additional positions with the Company or such member of the Company Group, respectively, or (ii) the equityholders of any member of the Company Group may request that Executive serve on the board of directors or managers, as applicable, of another member of the Company Group that is its subsidiary, with such titles, duties and responsibilities as shall be determined by the Company Board or such board of directors or managers, or such equityholders, as applicable. Executive agrees to serve in any and all such positions without additional compensation. Upon the Date of Termination, Executive shall, at the request of the applicable equityholders or the applicable board of directors or managers, resign from all such positions. (d) [Intentionally Omitted]. (e) Executive acknowledges and agrees that Executive shall be subject to all the terms and conditions set forth in (i) the Second Amended and Restated By-Laws of the Company, as amended, supplemented or otherwise modified from time to time, applicable to the Company Board or the members of the Company Board and (ii) the relevant governing documents of any other member of the Company Group for which Executive provides services pursuant to this Agreement. (f) Executive shall report to the Board and Chief Executive Officer of the Company. (g) During the Employment Period, Executive shall devote his best efforts and Executive’s full business professional time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business Business and affairs of Parent, the Company and their SubsidiariesGroup. Executive shall perform his duties, Executive’s duties and responsibilities and functions to Parent, the Company and their Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional business-like and efficient manner and shall comply with Parent’s, manner. During the Company’s and their Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or the CompanyEmployment Period, Executive shall notnot serve as a director or a principal of another company or engage in any other business activity which could materially interfere or conflict with the performance of his duties, services and responsibilities hereunder or which is in violation of the reasonable policies established from time to time by the Company without the Company Board’s prior consent. Other than as set forth in Appendix 1, Executive neither serves as director nor as principal of any for profit, charitable or civic organizations. Executive will provide the Company with prior written consent notice of any material future commitments with respect to any charitable or civic organization, provided that Executive shall not serve in such current or future positions in the event such service unreasonably interferes with Executive devoting Executive’s full professional time and attention to the Business and affairs of the Company Group. At such time as the Company Board (which consent shall not be unreasonably withheld)determines that in its reasonable, accept other employment good faith judgment any or perform other services for compensation; provided, that Executive may (i) serve as an officer all such director or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not principal positions materially interfere or conflict with the performance of Executive’s duties, services and obligations responsibilities hereunder, and (ii) make and manage personal investments subject to compliance with applicable law, the Company Board may require the resignation of his choice so long as Executive from any or all such activities do not materially interfere with Executive’s services and obligations hereunderpositions. (ch) Executive shall perform his Executive’s duties hereunder and responsibilities principally at the Company’s headquarters office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilitiesin Atlanta, Georgia. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of more Subsidiaries

Position and Duties. (ai) Subject to the terms and conditions of this Agreement, the Employer agrees to employ Employee, and Employee agrees to remain in the employ of the Employer, during the Employment Period referred to in Section 1(b); (ii) During the Employment Period, Executive shall Employee will serve as the President and Employer’s Chief Executive Officer with respect to the business of Parent, the Company Employer in substantially the same capacity (including authority and their Subsidiaries duties) as Employee served with respect to the business of EFC immediately prior to the Initial Closing Date (as defined belowin the Purchase Agreement); provided, that (A) and shall have the normal duties, responsibilities, and authority of an executive serving in such position the Employee shall be subject to the direction authority of Parent’s board the Board of directors Managers as and to the extent set forth in the Limited Liability Company Agreement of the Employer, and (B) Employee shall have such other powers and perform such additional duties as may be assigned or delegated to Employee from time to time by the Board of Managers of the Employer (the “Board”)., so long as such duties and authority are substantially consistent with the position of Chief Executive Officer of a company of similar size and nature; (biii) Executive shall report At all times during the Employment Period, Employee agrees to (A) perform all services related to Employee’s employment hereunder faithfully and diligently and to discharge the responsibilities thereof to the Board and shall best of Employee’s ability, (B) devote his best efforts and full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) energies to the duties of Employee’s employment under this Agreement, and (C) use Employee’s best efforts to promote the business of the Employer. Notwithstanding the foregoing, Employee may continue to serve on any board of directors or trustees of any business corporation or any charitable organization which he currently serves, each set forth on Exhibit A attached hereto, and affairs of Parent, the Company and their Subsidiaries. Executive shall perform his duties, responsibilities and functions to Parent, the Company and their Subsidiaries hereunder in good faith and subject to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent approval of the Board (Board, which consent shall not be unreasonably withheld), Employee may accept other employment or perform other services for compensation; provided, that Executive may (i) appointment to serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunder. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “Subsidiaries” shall mean on any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body aretrustees of any business organization or any charitable organization, at so long as, in each case, (x) such activities do not, individually or in the time aggregate, conflict or materially interfere with the performance of determinationEmployee’s duties or obligations hereunder and (y) such business organization is not engaged in activities that compete with the business of the Employer or any of its Affiliates. In addition, owned by Parent Employee’s activities with respect to his and his family’s investments, the not-for-profit promotion of financial literacy and consumer education and public policy and political activities shall be permitted under the terms of this Agreement so long as, in each case, such activities do not, individually or in the Companyaggregate, directly conflict or through one materially interfere with the performance of more SubsidiariesEmployee’s duties or obligations hereunder and arc not competitive with the business of the Employer or any of its Affiliates.

Position and Duties. (a) During the Employment Period, Executive shall serve as the President and Chief Executive Officer of Parentthe Company, the Company and their Subsidiaries (as defined below) and shall have the normal duties, responsibilities, functions and authority of an executive serving the Chief Executive Officer or in such position subject to other official capacity as the direction Board of Parent’s board Directors of directors the Company (the “Board”)) may hereafter direct, subject to the power and authority of the Board and its designees, to expand or limit such duties, responsibilities, functions and authority within the normal scope of duties, responsibilities, functions and authority associated with the position of Chief Executive Officer or such other official capacity. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries and Affiliates which are consistent with Executive’s position as the Board may from time to time direct. (b) During the Employment Period, Executive shall report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their Subsidiariesits Subsidiaries and Affiliates. Executive shall perform his duties, responsibilities and functions to Parent, the Company and their its Subsidiaries and Affiliates hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s and their its Subsidiaries’ and Affiliates’ policies and procedures in all material respects. In performing his duties and exercising his authority under this Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and shall support and cooperate with the Company’s and its Subsidiaries’ and Affiliates’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld)Board, accept other employment or perform other services for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided, provided that Executive may (i) serve as an officer or director of or otherwise participate in purely solely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services employment with the Company and obligations hereunder, its Subsidiaries and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunderAffiliates. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive Employee shall serve as the Chief Accounting Officer & Vice President of Finance, and Chief Executive Officer of Parent, in connection therewith Employee shall render services to the Company and their Subsidiaries (as defined below) and shall have the normal dutiesresponsibilities and authority which are consistent with Employee’s position, responsibilities, subject to the power and authority of an executive serving in such position subject to the direction officers and the Board of Parent’s board Directors of directors the Company (the “Board”)) to expand or limit such duties, responsibilities, functions and authority. (b) Executive Employee shall report to the Board Chief Executive Officer (or such other person as shall be designated by the Board). Employee shall perform Employee’s duties and responsibilities to the best of Employee’s abilities in a diligent, trustworthy, businesslike and efficient manner. Employee shall devote his best efforts and Employee’s full business time time, energies and attention (except for permitted vacation periods and reasonable periods of illness or other temporary incapacity) to the business and affairs of Parent, the Company and their Subsidiaries. Executive shall perform his duties, responsibilities and functions to Parent, the Company and their Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiaries’ policies and procedures in all material respects. However, Employee may seek approval for external obligations from the Board by disclosing such activities on the Conflict of Interest Disclosure form attached hereto as Exhibit A. So long as Executive Employee is employed by Parent or the Company, Executive Employee shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld)Board, accept other employment or perform other services for compensationcompensation or that interfere with Employee’s employment with the Company; provided, however, that Executive Employee may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities are not in competition with the Company or do not materially interfere with ExecutiveEmployee’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executiveability to carry out Employee’s services and obligations hereunderduties under this Agreement. (c) Executive Employee shall perform his duties hereunder at comply with all lawful rules, policies, procedures, regulations and administrative directions now or hereafter reasonably established by the Board for employees of the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes The Company shall have the right to assign Employee new duties and to change Employee’s title subject to Section 4 of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the President and Chief Executive Officer President—Commercial Products of Parent, the Company and their Subsidiaries (as defined below) and shall have the normal duties, responsibilities, responsibilities and authority of an executive serving in such position position, subject to the direction power of Parent’s board the Chief Executive Officer of directors (the “Board”)Company to expand or limit such duties, responsibilities and authority, either generally or in specific instances. (b) During the Employment Period, Executive shall report to the Board and Chief Executive Officer of the Company. (c) During the Employment Period, Executive shall devote his best efforts and Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parentthe Company, the Company its subsidiaries and their Subsidiariesaffiliates. Executive shall perform his duties, Executive’s duties and responsibilities and functions to Parent, the Company and their Subsidiaries hereunder in good faith and to the best of his Executive’s abilities in a diligent, trustworthy, professional businesslike and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensationmanner; provided, provided that Executive may (i) engage in or serve as an officer or director of or otherwise participate in purely such professional, civic, trade association, charitable, community, educational, welfarereligious or similar types of organizations or speaking engagements, socialas Executive may select; (ii) serve on the boards of directors or advisory committees of any entities, religious or engage in other business activities; and civic organizations (iii) attend to Executive’s personal matters and/or the Executive’s and/or his family’s personal finances, investments and business affairs, so long as such service or activities do not materially interfere with Executive’s services and obligations hereunderdescribed in clauses (i), and (ii) make and manage personal investments (iii) immediately preceding do not interfere with the performance of his choice Executive’s duties and responsibilities as an employee of the Company in accordance with this Agreement and do not otherwise violate Executive’s obligations under paragraph 7 hereof. Executive shall be permitted to retain all compensation in respect of any of the services or activities referred to in clauses (i), (ii) and (iii) of this subparagraph 3(c), so long as Executive discloses any such activities do not materially interfere with Executive’s services and obligations hereundercompensation to the Board of Directors of WU Holdco, Inc. (the “Board”). (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of more Subsidiaries

Position and Duties. (a) During the first three Annual Periods of the Employment PeriodTerm (the “CEO Term”), the Executive shall serve as the President and Chief Executive Officer of ParentNMG. In such capacity, the Company Executive, subject to the ultimate control and their Subsidiaries (as defined below) and direction of the Board, shall have and exercise direct charge of and general supervision over the normal business and affairs of NMG. In addition, the Executive shall have such other duties, functions, responsibilities, and authority as are from time to time delegated to the Executive by the Board; provided, however, that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving in the same or similar capacity of an executive serving in such position subject enterprise comparable to NMG. The Executive shall report and be accountable to the direction Board. The Executive and NMG acknowledge that one purpose of Parent’s board this Agreement is to provide for a smooth and orderly transition to a new chief executive officer in the future. Accordingly, during the CEO Term the Executive agrees to work with reasonable diligence to identify a successor to the position of directors (Chief Executive Officer of NMG. Nothing in this Agreement, however, prohibits the “Board”)Board from undertaking its own search for a successor to the position. (b) During the last two Annual Periods of the Employment Term (the “Senior Executive Term”), the Executive shall report be employed in a meaningful executive or consulting role as determined by the Board; provided, however, that in the event that a Change of Control occurs prior to or during the Board Senior Executive Term, then during the period of the Senior Executive Term following the Change of Control, the Executive shall be employed in such senior executive, advisory, or consulting capacity or capacities as may be mutually agreed on in good faith from time to time by the Executive and the Board. (c) During the Employment Term, the Executive shall devote his full time, skill, and attention and his best efforts and full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of ParentNMG to the extent necessary to discharge fully, faithfully, and efficiently the duties and responsibilities delegated and assigned to the Executive in or pursuant to this Agreement, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. Notwithstanding the foregoing, the Company and their Subsidiaries. Executive shall perform his duties, responsibilities and functions to Parent, the Company and their Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensation; provided, that Executive may (i) subject to the approval of the Board, serve as a director or as a member of an advisory board of a noncompeting company, (ii) serve as an officer or director of or otherwise participate in purely non-profit educational, welfare, social, religious and civic organizations so long civil organizations, including, without limitation, all such positions and participation in effect as such activities do not materially interfere with Executive’s services and obligations hereunderof the effective date of this Agreement, and (iii) manage personal and family investments; provided, however, that any such activities as described in (i), (ii) make and manage personal investments or (iii) of his choice so long as such activities the preceding provisions of this paragraph do not materially significantly interfere with the performance and fulfillment of the Executive’s services and obligations hereunder. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilitiesresponsibilities as an executive of NMG in accordance with this Agreement. (d) For purposes of In connection with the Executive’s employment by NMG under this Agreement, “Subsidiaries” the Executive shall mean any corporation or other entity be based at the principal executive offices of which NMG in Dallas, Texas, except for such reasonable travel as the securities or other ownership interests having the voting power to elect a majority performance of the board Executive’s duties in the business of directors NMG may require. (e) All services that the Executive may render to NMG or other governing body are, at any of its Affiliates in any capacity during the time of determination, owned Employment Term shall be deemed to be services required by Parent or this Agreement and the Company, directly or through one of more Subsidiariesconsideration for such services is that provided for in this Agreement.

Position and Duties. (a) During the Employment Period, Executive shall serve as (i) the President Executive Chairman of Holdings and Chief Executive Officer each other member of Parent, the Company Group and their Subsidiaries (ii) a member of the board of directors or managers, as defined below) applicable, of Holdings and each other member of the Company Group, with no additional remuneration payable to Executive for the services described in clause (ii); provided, that Executive’s continued service as a director and Executive Chairman of such entities shall be subject to any necessary approval by the equityholders and directors/managers of such entities as required by applicable law and such entities’ respective governing documents. During the Employment Period, Executive is to have the normal duties, responsibilities, responsibilities and authority of an executive serving in such position with the title of Executive Chairman, subject to the power of the Company Board to provide oversight and direction of Parent’s board of directors (the “Board”)with respect to such duties, responsibilities and authority, either generally or in specific instances and consistent with such position. (b) Upon the Date of Termination, Executive shall, at the request of the Company Board, resign from the board of directors or managers, as applicable, of each member of the Company Group. (c) During the Employment Period, Executive acknowledges and agrees that from time to time (i) the Company Board or the board of directors or managers, as applicable, of any member of the Company Group, may assign Executive additional positions with the Company or such member of the Company Group, respectively, or (ii) the equityholders of any member of the Company Group may request that Executive serve on the board of directors or managers, as applicable, of another member of the Company Group that is its subsidiary, with such titles, duties and responsibilities as shall be determined by the Company Board or such board of directors or managers, or such equityholders, as applicable. Executive agrees to serve in any and all such positions without additional compensation. Upon the Date of Termination, Executive shall, at the request of the applicable equityholders or the applicable board of directors or managers, resign from all such positions. (d) [Intentionally Omitted]. (e) Executive acknowledges and agrees that Executive shall be subject to all the terms and conditions set forth in (i) the Second Amended and Restated By-Laws of the Company, as amended, supplemented or otherwise modified from time to time, applicable to the Company Board or the members of the Company Board and (ii) the relevant governing documents of any other member of the Company Group for which Executive provides services pursuant to this Agreement. (f) Executive shall report to the Board and Company Board. (g) During the Employment Period, Executive shall devote his best efforts and Executive’s full business professional time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business Business and affairs of Parent, the Company and their SubsidiariesGroup. Executive shall perform his duties, Executive’s duties and responsibilities and functions to Parent, the Company and their Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional business-like and efficient manner and shall comply with Parent’s, manner. During the Company’s and their Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or the CompanyEmployment Period, Executive shall notnot serve as a director or a principal of another company or engage in any other business activity which could materially interfere or conflict with the performance of his duties, services and responsibilities hereunder or which is in violation of the reasonable policies established from time to time by the Company without the Company Board’s prior consent, except that the Company Board hereby approves and consents to Executive’s occasional attendance at the respective meetings of the board of managers of, or otherwise occasionally tending to, each of Prom Queen-II, LLC and Gulf Coast Yacht Group, LLC and their affiliates, provided that such consent shall be withdrawn in the event such service or activities unreasonably interfere with Executive devoting Executive’s full professional time and attention to the Business and affairs of the Company Group. Other than as set forth in Appendix 1, Executive neither serves as director nor as principal of any for profit, charitable or civic organizations. Executive will provide the Company with prior written consent notice of any material future commitments with respect to any charitable or civic organization, provided that Executive shall not serve in such current or future positions in the event such service unreasonably interferes with Executive devoting Executive’s full professional time and attention to the Business and affairs of the Company Group. At such time as the Company Board (which consent shall not be unreasonably withheld)determines that in its reasonable, accept other employment good faith judgment any or perform other services for compensation; provided, that Executive may (i) serve as an officer all such director or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not principal positions materially interfere or conflict with the performance of Executive’s duties, services and obligations responsibilities hereunder, and (ii) make and manage personal investments subject to compliance with applicable law, the Company Board may require the resignation of his choice so long as Executive from any or all such activities do not materially interfere with Executive’s services and obligations hereunderpositions. (ch) Executive shall perform his Executive’s duties hereunder and responsibilities principally at the Company’s headquarters office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilitiesin Atlanta, Georgia. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of more Subsidiaries

Position and Duties. (a) During the Employment Period, Executive shall serve as Senior Vice President of Project Development of the President Company. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its affiliates (the “Company Group”) as are consistent with Executive’s position and the by-laws of the Company and as the Chief Executive Officer (“CEO”) or Chief Operating Officer (“COO”) may from time to time reasonably direct. Executive shall also serve for no additional compensation or remuneration as an officer or director of Parentsuch subsidiaries of the Company as may from time to time be designated by the CEO, the COO or the Board of Directors of the Company and their Subsidiaries (as defined below) and shall have the normal duties, responsibilities, and authority of an executive serving in such position subject to the direction of Parent’s board of directors (the “Board”). (b) During the Employment Period, Executive shall report to the Board CEO or COO, as determined by the CEO, and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their SubsidiariesCompany. Executive shall perform his duties, responsibilities and functions to Parent, the Company and their Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or the CompanyIn performing his duties and exercising his authority under this Agreement, Executive shall notsupport and implement the business and strategic plans approved from time to time by the Board and shall support and cooperate with the Company’s efforts to operate in conformity with the business and strategic plans approved by the Board. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensation; provided, that . Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services regular performance of duties and obligations hereunderresponsibilities hereunder in any material respect. Nothing contained herein shall preclude Executive from (i) engaging in charitable and community activities, (ii) participating in industry and trade organization activities, and (iiiii) make managing his and manage his family’s personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunder. (c) affairs; provided, that Executive shall perform his duties hereunder at not have any ownership interest (of record or beneficial) in any firm, corporation, partnership, proprietorship or other business that competes directly with the Company’s office in King ▇▇▇▇▇▇▇-Tropsch business except for (x) an investment of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority not more than 1.0% of the board outstanding securities of directors a company traded on a public securities exchange or other governing body are, at the time of determination, owned by Parent or the Company, directly or (y) investments made through one of more Subsidiariespublic mutual funds.

Position and Duties. (a) During the Employment Period, Executive shall serve as the President and Chief Executive Officer of Parentthe Company. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and their Subsidiaries its affiliates (the “Company Group”) as defined below) are consistent with Executive’s position and shall have the normal duties, responsibilities, by-laws of the Company and authority as the Board of an executive serving in such position subject to Directors of the direction of Parent’s board of directors Company (the “Board”)) may from time to time reasonably direct. Executive shall also serve for no additional compensation or remuneration as an officer or director of the Company or such subsidiaries of the Company as may from time to time be designated by the Board. (b) During the Employment Period, Executive shall report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their SubsidiariesCompany. Executive shall perform his duties, responsibilities and functions to Parent, the Company and their Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or the CompanyIn performing his duties and exercising his authority under this Agreement, Executive shall notsupport and implement the business and strategic plans approved from time to time by the Board and shall support and cooperate with the Company’s efforts to operate in conformity with the business and strategic plans approved by the Board. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensation; provided, that . Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services regular performance of duties and obligations hereunderresponsibilities hereunder in any material respect. Nothing contained herein shall preclude Executive from (i) engaging in charitable and community activities, (ii) participating in industry and trade organization activities, and (iiiii) make managing his and manage his family’s personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunder. (c) affairs; provided, that Executive shall perform his duties hereunder at not have any ownership interest (of record or beneficial) in any firm, corporation, partnership, proprietorship or other business that competes directly with the Company’s office in King ▇▇▇▇▇▇▇-Tropsch business except for (x) an investment of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority not more than 1.0% of the board outstanding securities of directors a company traded on a public securities exchange or other governing body are, at the time of determination, owned by Parent or the Company, directly or (y) investments made through one of more Subsidiariespublic mutual funds.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Executive Vice President and Chief Financial Officer, reporting to the Chief Executive Officer of ParentOfficer. Executive shall have such responsibilities, duties and authorities, and will render such services for the Company and their its Subsidiaries (or Affiliates as defined below) and shall have the normal duties, responsibilities, and authority Board of an executive serving in such position subject to Directors of the direction of Parent’s board of directors Company (the “Board”). (b) may from time to time direct that are reasonably consistent with Executive’s position. Executive shall report to the Board and shall will devote his best efforts efforts, energies and abilities and his full business time time, skill and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their its Subsidiaries. Executive , and shall perform his duties, duties and responsibilities and functions to Parent, the Company and their Subsidiaries hereunder in good faith and to the best of his abilities ability, in a diligent, trustworthy, professional businesslike and efficient manner for the purpose of advancing the businesses of Company and shall comply with Parent’s, its Subsidiaries. Executive acknowledges that his duties and responsibilities will require his full time business efforts and agrees that during the Company’s and their Subsidiaries’ policies and procedures Employment Period he will not engage in all material respects. So long as Executive is employed by Parent any other business activity or the Company, Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensation; provided, have any business pursuits that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services duties and obligations hereunderresponsibilities under this Agreement or are competitive with the businesses of the Company. Notwithstanding the foregoing, Executive shall be permitted to devote a reasonable amount of time and effort to (i) providing service to, or serving on governing boards of, civic and charitable organizations, and (ii) make personally investing and manage managing personal and family investments in real estate and in any corporation, partnership or other entity; but in each case, only to the extent that any of his choice so long the activities described in clauses (i) or (ii), individually or as such activities a whole, do not materially (A) require or involve the active participation of Executive in the management of any corporation, partnership or other entity or interfere with the execution of Executive’s services and obligations duties hereunder, or (B) otherwise violate any provision of this Agreement. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (db) For purposes of this Agreement, (i) “Subsidiaries” shall mean means any corporation or other entity (A) of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one or more subsidiaries or (B) to which the Company or any of more Subsidiariesits Affiliates provide management services, and (ii) “Affiliate” of an entity means any other person or entity, directly or indirectly controlling, controlled by or under common control with an entity.

Position and Duties. (a) During the Employment Period, Executive shall serve as the President and Chief Executive Financial Officer (CFO) of Parent, the Company and their Subsidiaries (as defined below) and shall have the normal duties, responsibilities, functions and authority of an executive serving in such position position, subject to the direction powers of Parent’s the board of directors of the Company (the “"Board”)") and the Company's President and Chief Executive Officer (the "CEO") to expand or limit such duties, responsibilities, functions and authority and to override actions of officers of the Company. Without limiting the foregoing: Executive shall (i) keep or cause to be kept the books of account of the Company in a thorough and proper manner, (ii) render statements of the financial affairs of the Company in such form and as often as required by the Board of Directors or the President and CEO, and (iii) make certifications and other statements required of CFO's by SEC regulations and other applicable regulations and listings requirements. Executive, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the Company. (b) During the Employment Period, Executive shall report to the Board CEO and shall devote his best efforts and his full business time and attention (except for (i) permitted vacation periods and periods, (ii) reasonable periods of illness or other incapacity, and (iii) to the extent and for so long as approved by the Board and/or CEO, limited amounts of time and attention to serve as a director on the board of other company(ies)) to the business and affairs of Parent, the Company and their its Subsidiaries. Executive shall perform his duties, functions and responsibilities and functions to Parent, the Company and their its Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional businesslike and efficient manner and shall comply with Parent’s, manner. Executive will conduct his primary business activities from within the Company’s and their Subsidiaries’ policies and procedures 's principal place of business, currently in all material respects. So long as the Chicago, Illinois area, other than while Executive is employed by Parent or engaged in business travel for the Company, Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensation; provided, that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunder. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “"Subsidiaries” " shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Vice President and Chief Executive Officer of Parent, Operations of the Company and their Subsidiaries (as defined below) and shall have the normal duties, responsibilities, responsibilities and authority of an executive serving in such position the Vice President of Operations, subject to the direction power of Parent’s the Company's President and the Company's board of directors (the “"Board”)") to expand or limit such duties, responsibilities and authority and to ----- override actions of officers of the Company. (b) During the Employment Period, Executive shall report to the Board Company's [President][CEO] and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacityincapacity other than Disability) to the business and affairs of Parent, the Company and their its Subsidiaries. Executive shall perform his duties, duties and responsibilities and functions to Parent, the Company and their its Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional businesslike and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensation; provided, that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereundermanner. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “"Subsidiaries” " shall mean any ------------ corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of or more Subsidiaries. For purposes hereof, the Company shall be deemed to have a majority ownership interest in a partnership, limited liability company (without voting securities), association or other business entity if the Company, directly or through one or more Subsidiaries, shall be allocated a majority of partnership, limited liability company, association or other business entity gains or losses or shall be or control the managing director or general partner of such partnership, limited liability company, association or other business entity. For purposes of this Agreement, "Disability" means the ---------- inability, due to illness, accident, injury, physical or mental incapacity or other disability, of the Executive to carry out effectively his duties and obligations to the Company or to participate effectively and actively in the management of the Company or a Subsidiary of the Company for a period or periods aggregating at least 90 days (whether or not consecutive) during any twelve-month period, as determined in the reasonable judgment of the Board.

Position and Duties. (a) During the Employment Period, Executive shall serve as the President Chief Financial Officer, Secretary and Chief Executive Officer Treasurer of Parent, the Company and their Subsidiaries (as defined below) and shall have the normal duties, responsibilities, functions and authority customarily associated with such position and such other duties and responsibilities as may be assigned from time to time to Executive by the Chief Executive Officer of the Company, all subject to the power and authority of an executive serving in such position subject to the direction Company’s Board of Parent’s board of directors Directors (the “Board”)) and Executive Committee of the Board (the “Executive Committee”) to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. (b) Executive shall report to the Board Chief Executive Officer and Executive shall devote his best efforts and full business Executive’s full-time energies and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their its Subsidiaries. Executive shall perform his Executive’s duties, responsibilities and functions to Parent, the Company and their its Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional professional, ethical and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiaries’ policies and procedures of the Company and its Subsidiaries and will cooperate fully with the Board in all material respectsthe advancement of the best interests of the Company. So long as Executive is employed by Parent the Company or the Companyany Subsidiary, Executive shall not, except as provided herein or without the prior written consent of the Board (which consent shall not be unreasonably withheld)Board, accept render to any other employment person, corporation, firm, company, joint venture or perform other entity any services of any kind for compensation; provided, or engage in any other activity, that would compete with the Company or its Subsidiaries, and/or interfere with the performance of Executive’s duties for the Company and its Subsidiaries. Notwithstanding, Executive may engage in charitable, civic, fraternal and trade association activities that do not interfere materially with Executive’s obligations to the Company or any Subsidiary. Further, nothing in this Agreement shall limit Executive’s ability to: (i) serve as an officer or director a member of or otherwise participate in purely educationalany board of directors for any non-profit organization, welfare, social, religious and civic organizations so long as such activities do membership does not interfere materially interfere or conflict with Executive’s services and obligations hereunder, and to the Company or any Subsidiary; or (ii) make as otherwise agreed by the Board in writing. Executive represents and manage personal investments warrants that Executive does not now, and will not during the Term of his choice so long as such activities do employment hereunder, have any financial interest in any competitor, supplier or customer of the Company or its Subsidiaries; provided that passive ownership (i.e., Executive does not materially interfere with Executive’s services and obligations hereunderdirectly or indirectly participate in the business or management of the applicable entity) of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange shall not be deemed to be a financial interest in a competitor, supplier or customer of the Company or its Subsidiaries. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “SubsidiariesSubsidiary” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determinationnow or hereafter, owned directly or indirectly by Parent or the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall initially serve as the President and Chief Executive Financial Officer of Parent, the Company and their Subsidiaries (as defined below) and shall have the normal duties, responsibilities, functions and authority of an executive serving in the Chief Financial Officer (or of such other position as is held by Executive as determined by the Board from time to time), subject to the direction power and authority of Parentthe Company’s board of directors (the “Board”)) to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s positions as the Board (and/or such other person or persons as the Board may designate) may from time to time direct. (b) During the Employment Period, Executive shall report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their its Subsidiaries. Executive shall perform his duties, responsibilities and functions to Parent, the Company and their its Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s and their its Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld)Board, accept other employment or perform other services for compensation; provided, that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunder. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the CompanyParent, directly or through one of more SubsidiariesSubsidiaries (including, without limitation, the Company).

Position and Duties. (a) During the Employment Period, Executive shall serve as the Executive Vice President and Chief Executive Officer - Integrated Solutions of Parent, the Company and their Subsidiaries (as defined below) ), and shall have the normal duties, responsibilities, and authority of an executive serving in such position subject to the direction of Parent’s Chief Executive Officer and Parent’s board of directors (the “Board”). (b) Executive shall report to Parent’s Chief Executive Officer and the Board and shall devote his best efforts and full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their Subsidiaries. Executive shall perform his duties, responsibilities and functions to Parent, the Company and their Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensation; provided, that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunder. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of more Subsidiaries

Position and Duties. (a) During the Employment Period, Executive Employee shall serve as the President Chief Commercial Officer, and Chief Executive Officer of Parent, in connection therewith Employee shall render services to the Company and their Subsidiaries (as defined below) and shall have the normal responsibilities and authority which are consistent with Employee’s position, subject to the power and authority of the officers and the Board of Directors of the Company (“Board”) to expand or limit such duties, responsibilities, functions and authority of an executive serving in such position subject to the direction of Parent’s board of directors (the “Board”)authority. (b) Executive Employee shall report to the Board Chief Executive Officer (or such other person as shall be designated by the Board). Employee shall perform Employee’s duties and responsibilities to the best of Employee’s abilities in a diligent, trustworthy, businesslike and efficient manner Employee shall devote his best efforts and Employee’s full business time time, energies and attention (except for permitted vacation periods and reasonable periods of illness or other temporary incapacity) to the business and affairs of Parent, the Company and their Subsidiaries. Executive shall perform his duties, responsibilities and functions to Parent, the Company and their Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiaries’ policies and procedures in all material respects. However, Employee may seek approval for external obligations, if any, from the Board by disclosing such activities on the conflict-of-interest disclosure form attached hereto as Exhibit A. So long as Executive Employee is employed by Parent or the Company, Executive Employee shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld)Board, accept other employment or perform other services for compensationcompensation or that interfere with Employee’s employment with the Company; provided, however, that Executive Employee may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities are not in competition with the Company or do not materially interfere with ExecutiveEmployee’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executiveability to carry out Employee’s services and obligations hereunderduties under this Agreement. (c) Executive Employee shall perform his duties hereunder at comply with all lawful rules, policies, procedures, regulations and administrative directions now or hereafter reasonably established by the Board for employees of the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes The Company shall have the right to assign Employee new duties and to change Employee’s title subject to Section 4 of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the President and Chief Executive Financial Officer of Physicians Formula Holdings, Inc. ("Parent"), the parent company of the Company, and the Company and their Subsidiaries (as defined below) and shall have the normal duties, responsibilities, functions and authority of an executive serving in such position the Chief Financial Officer, subject to the direction power and authority of Parent’s board Board of directors Directors (the “"Board”)") to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of Parent or the Company, as applicable. During the Employment Period, Executive shall render such administrative, and other executive and managerial services to Parent and its Subsidiaries which are consistent with Executive's position as the Board may from time to time direct. (b) During the Employment Period, Executive shall report to the Board Chief Executive Officer of Parent and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company Parent and their its Subsidiaries. Executive shall perform his duties, responsibilities and functions to Parent, the Company Parent and their its Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s and their its Subsidiaries’ ' policies and procedures in all material respects. So long as Executive is employed by Parent or During the CompanyEmployment Period, Executive shall notnot serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensationBoard; provided, provided that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations 's employment hereunder. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “"Subsidiaries” " shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the CompanyParent, directly or through one of or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the President Chief Operating Officer and Chief Executive Technology Officer of Parent, the Company and their Subsidiaries (as defined below) and shall have the normal duties, responsibilities, functions and authority of an executive serving in such position the Chief Operating Officer and Chief Technology Officer, subject to the direction power and authority of ParentEVgo Holding, LLC’s (“Holdings”) board of directors managers (the “Board”)) and the Company’s Chief Executive Officer (the “CEO”) to expand or limit such duties, responsibilities, functions and authority generally consistent with Executive’s position. During the Employment Period, Executive shall render such executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position, as the Board or the CEO may from time to time direct. (b) During the Employment Period, Executive shall report to the Board CEO and shall devote his Executive’s best efforts and Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their its Subsidiaries. Executive shall perform his Executive’s duties, responsibilities and functions to Parent, for the Company and their its Subsidiaries hereunder in good faith and to the best of his Executive’s abilities in a diligent, trustworthy, legal, professional and efficient manner and shall comply with Parent’s, the Company’s and their its Subsidiaries’ policies and procedures in all material respects. In performing Executive’s duties and exercising Executive’s authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld)Board, accept other employment or perform other services for compensation; provided. During the Employment Period, that Executive may (i) shall not serve as an officer or director of, or otherwise perform services for compensation for, any other person or entity without the prior written consent of the Board and except as set forth on Exhibit B; provided that Executive may serve as an officer or director of, or otherwise participate in purely in, solely educational, welfare, social, religious religious, not-for-profit and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere employment with Executive’s services and obligations hereunder. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilitiesits Subsidiaries. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of more Subsidiaries

Position and Duties. (ai) During the term of the Executive's employment, the Executive shall serve as Chairman, Chief Executive Officer and President of the Company and ACI and, in so doing, shall perform normal duties and responsibilities associated with such position and as reasonably directed by the Board. Promptly following the commencement of the Employment Period, the Company shall take all action necessary to appoint the Executive shall serve as Chairman of the Board of the Company and ACI, and thereafter, for so long as the President and Executive remains the Chief Executive Officer of Parentthe Company and/or ACI, (a) KAT Holdings, L.P. shall direct the LLC to vote the common stock of the Company owned by the LLC for the election of the Executive as a director and Chairman of the Board of the Company and their Subsidiaries (as defined below) and shall have the normal duties, responsibilitiesACI, and authority of an executive serving the Executive agrees to serve in such position subject capacities, and (b) while the Executive is Chairman of the Board of the Company and ACI, the Executive shall be a member of any Executive Committee or substantially similar committee of the Board, if such a committee exists at any time. In addition, during the Employment Period, and if the Executive's employment is terminated by the Company without Cause or for Good Reason for so long as Executive (together with his "permitted transferees" pursuant to Executive's Buy-Sell Agreement of even date herewith) holds at least 50% of the direction stock purchase rights described in Schedule B hereto, KAT Holdings, L.P. shall direct the LLC to vote the common stock of the Company owned by the LLC for the election of the Executive as a director of the Company and ACI, unless Executive shall elect after the Employment Period not to serve as a director thereof. To the extent requested by the Board during the Employment Period, the Executive shall also serve on any other committees of the Board and/or as a director, officer or employee of Parent or any other person or entity which, from time to time, is a direct or indirect subsidiary of Parent’s board . The Executive's service as a director of directors (the “Board”)Parent or as a director, officer or employee of any subsidiary of Parent shall be without additional compensation. (bii) During the term of the Executive's employment, and excluding any periods of vacation and other leave to which the Executive shall report is entitled, the Executive agrees to the Board and shall devote substantially all his best efforts and full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their Subsidiaries. Executive shall to use the Executive's best efforts to perform faithfully, effectively and efficiently his duties, responsibilities duties and functions to Parent, responsibilities. (iii) During the Company and their Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent term of the Board (which consent Executive's employment, it shall not be unreasonably withheld), accept other employment or perform other services a violation of this Agreement for compensation; provided, that the Executive may to (i1) serve as an officer on industry trade, civic or director of charitable boards or otherwise participate in purely educationalcommittees, welfare(2) deliver lectures or fulfill speaking engagements or (3) manage personal investments, social, religious and civic organizations so long as such activities do not materially interfere with the performance of the Executive’s services 's duties and obligations hereunder, and (ii) make and manage personal investments responsibilities as an Executive of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunderthe Company. (civ) Executive shall perform his duties hereunder at agrees to observe and comply with the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel 's rules and policies as reasonably required adopted by Parent or the Company from time to perform his duties and responsibilitiestime. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of more Subsidiaries

Position and Duties. (a) During the Employment Period, Executive shall serve as the President and Chief Executive Operating Officer of Parent, the Company and their Subsidiaries (as defined below) and shall have the normal duties, responsibilities, functions and authority of an executive serving in such position the Chief Operating Officer, subject to the direction power and authority of Parent’s the board of directors of EVgo Inc. (the “Board”)) and the Company’s Chief Executive Officer (the “CEO”) to expand or limit such duties, responsibilities, functions and authority generally consistent with Executive’s position. During the Employment Period, Executive shall render such executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position, as the Board or the CEO may from time to time direct. (b) During the Employment Period, Executive shall report to the Board CEO and shall devote his Executive’s best efforts and Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their its Subsidiaries. Executive shall perform his Executive’s duties, responsibilities and functions to Parent, for the Company and their its Subsidiaries hereunder in good faith and to the best of his Executive’s abilities in a diligent, trustworthy, legal, professional and efficient manner and shall comply with Parent’s, the Company’s and their its Subsidiaries’ policies and procedures in all material respects. In performing Executive’s duties and exercising Executive’s authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld)Board, accept other employment or perform other services for compensation; provided. During the Employment Period, that Executive may (i) shall not serve as an officer or director of, or otherwise perform services for compensation for, any other person or entity without the prior written consent of the Board; provided that Executive may serve as an officer or director of, or otherwise participate in purely in, solely educational, welfare, social, religious religious, not-for-profit and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere employment with Executive’s services and obligations hereunder. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilitiesits Subsidiaries. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of more Subsidiaries

Position and Duties. (a) During From and after the Employment PeriodEffective Date, Executive shall serve you will be employed as the President and Chief Executive Officer of Parent, the Company and their Subsidiaries (as defined below) and the “Position”), which shall have be an executive officer position with the normal duties, responsibilitiesCompany, and authority of an executive serving in such position that role you will oversee and direct, subject to the direction direction, supervision and oversight of Parent’s board the Board of directors Directors of the Company (the “Board”). (b) Executive shall report to and the Chairman of the Board of the Company (the “Chairman”), all of the Company’s operations and its subsidiaries, affiliates, and entities in which the Company holds equity and other interests. You shall also serve in such additional capacities with subsidiaries and affiliates of the Company as shall be agreed upon in writing between you and the Company from time to time. During the Term, you shall devote his best efforts substantially all of your business time, and full business on a full-time basis, use your skills and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their Subsidiaries. Executive shall perform his duties, responsibilities and functions to Parent, the Company and their Subsidiaries hereunder in good faith and render services to the best of his your abilities in a diligent, trustworthy, professional on behalf of the Company (and efficient manner its subsidiaries and affiliates). You shall report directly to the Board or to such other parties as reasonably designated by the Chairman from time to time commensurate with the Position. You shall be responsible for all duties as reasonably required by the Position as determined by the Board that are commensurate with the Position. You shall comply with Parent’s, all of the Company’s and their Subsidiaries’ published policies and procedures in all material respects. So long as Executive is employed by Parent or of the Company. Notwithstanding the foregoing, Executive shall not, without with the prior written consent of the Board (which consent shall not be unreasonably withheldwithheld or delayed), accept other employment you shall be permitted to act or perform other services for compensation; provided, that Executive may (i) serve as an officer a director, trustee, or director committee member of any type of business, civic, or otherwise participate in purely educationalcharitable organization, welfare, social, religious and civic organizations so long as provided that such activities do not not, individually or in the aggregate, create a potential or actual conflict with the interests of the Company or materially interfere with Executive’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunder. (c) Executive shall perform his your service to the Company or duties hereunder (in each case, as determined by the Board). You will work at the Company’s office in King of Prussiaheadquarters -- currently located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Pennsylvania. It is understood that Executive shall undertake ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ -- or such business travel as reasonably required other location designated by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one on a regular basis, and you will travel for purposes of more SubsidiariesCompany business, in accordance with the Company’s needs and as otherwise determined by the Board.

Position and Duties. (a) Until execution of this Agreement, Executive served as the chief executive officer and president of Parent and the Company, a director of Parent and the Company, an employee of the Company, and as chief executive officer, president and/or chairman of certain of the Subsidiaries and served in no other positions or capacities in respect of Parent or the Company. During the Executive Employment PeriodPeriod (as defined below), but only until the date on which the Company hires a replacement chief executive officer, Executive shall serve as the President chief executive officer and Chief Executive Officer president, and remain an employee, of Parent, the Company and their Subsidiaries (as defined below) and shall have the normal duties, responsibilities, functions and authority of an the chief executive serving in such position officer and president, subject to the direction power and authority of Parent’s board the Board of directors Directors of the Company (the “Board”) to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. During such period, Executive shall (i) render such administrative, sales, marketing, financial and other executive and managerial services to the Company which are consistent with Executive’s position as the Board may from time to time direct and (ii) cooperate with the Company in recruiting and hiring a replacement chief executive officer as reasonably requested by the Company. From the date upon which a replacement chief executive officer is hired by the Company until the Separation Date (as defined below) (or, if earlier, the date on which Executive becomes Disabled (as defined below) or incapacitated (as determined by the Board in its good faith judgment)), Executive shall serve the Company in such capacity (and with such title) as is reasonably requested by the Board to facilitate the transition from Executive to the replacement chief executive officer. (b) During the Executive Employment Period, Executive shall report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their the Subsidiaries. During any portion of the Employment Period other than the Executive Employment Period, Executive shall render only such services as are specifically requested by the Company’s chief executive officer from time to time in writing, shall only have such powers and authority as are expressly granted by the Board or the Company’s chief executive officer from time to time in writing, and shall perform all such services, if any, from his personal residence. During the Consultancy Period (as defined below), Executive shall render such administrative, sales, marketing, financial and other executive and managerial services on behalf of the Company and the Subsidiaries as the Board or the Company’s chief executive officer may reasonably request from time to time in writing. Executive shall perform his duties, responsibilities and functions to Parent, the Company and their the Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s and their the Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensation; provided, that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunder. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment PeriodEmployer agrees to employ Executive, and Executive shall agrees to serve as the President and Chief Executive Officer (“CEO”) of Parentthe Employer. Executive acknowledges that the business of the Bank is the operation of a depository financial institution, including, without limitation, the solicitation and acceptance of deposits of money and commercial paper, the solicitation and funding of loans, and the provision of other banking services, and any other related business engaged in by the Bank or any business entity controlled by, controlling or under common control with the Bank. Executive acknowledges that the business of the Company shall be to own the Bank and to provide resources therefor, and to own such other subsidiaries as the Company properly forms or acquires from time to time, if any. Executive will have such executive or managerial duties for the Company and the Bank as are specified in their Subsidiaries (respective governing documents, or by the Board of Directors. Further, Executive agrees to serve, without additional compensation, if elected, in any other senior executive position of the Company or the Bank that may be reasonably required of him, including as defined a Director of the Company and the Bank, and as an Officer or Director or both of any subsidiary or affiliate of the Company or the Bank in accordance with Section 7 below) . Executive shall, at all times, comply with all laws, rules and regulations which maybe applicable to the Bank and/or the Company. Executive shall devote his full-time and best efforts to his employment with the Employer and shall have apply substantially that degree of skill and diligence in rendering services to the normal dutiesCompany, responsibilitiesits subsidiaries and the Bank as would be applied by a person of ordinary prudence and comparable experience under similar circumstances. In connection therewith, Executive shall report to and authority of an executive serving in such position be subject to the direction of Parent’s board of directors (the “Board”). (b) Executive shall report to the Board and shall devote his best efforts and full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their Subsidiaries. Executive shall perform his duties, responsibilities and functions to Parent, the Company and their Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s Bank’s Board of Directors. Notwithstanding the foregoing, Executive may devote a reasonable amount of his time to his personal investments and their Subsidiaries’ policies business affairs (including service as a director in unaffiliated non-profit companies) and procedures in all material respects. So long as Executive is employed by Parent or the Companyto civic and charitable activities; provided, however, Executive shall not, not accept any position as a director of any unaffiliated for-profit business organization without the prior written consent approval of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensation; provided, that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunder. (c) Executive shall perform his duties hereunder at the Company’s office in King Board of PrussiaDirectors. Executive’s employment shall commence on Tuesday, PennsylvaniaMarch 20, 2012. It is understood that Executive shall undertake such business travel as reasonably required by Parent or In order to commence employment, the Company to perform his duties and responsibilities. (d) For purposes Office of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority Comptroller of the board Currency will issue a waiver; however, Executive’s continued employment is contingent upon a successful background check conducted by the Office of directors or other governing body are, at Comptroller of the time of determination, owned by Parent or the Company, directly or through one of more SubsidiariesCurrency.

Position and Duties. (a) During the Employment Period, the Executive shall serve initially as the President Vice President-Corporate Development and Chief Executive Officer General Counsel of Parent, the Company and their Subsidiaries (as defined below) and shall have the normal duties, responsibilities, responsibilities and authority of an executive serving in such position the Vice President-Corporate Development and General Counsel, subject to the direction power of Parent’s the board of directors of the Company (the “"Board”)") and the powers delegated to the Executive's superiors (if any) by the Board. (b) The Executive shall report to the Board or its designee, and the Executive shall devote his best efforts and full substantially all of his business time time, attention and attention energies (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their Subsidiariesits Subsidiaries (as defined below). The Executive shall perform his duties, duties and responsibilities and functions to Parent, the Company and their Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’sbusinesslike manner. During the Employment Period, the Company’s Executive shall not engage in any business activity which, in the reasonable judgment of the Board, materially conflicts with the duties of the Executive hereunder, whether or not such activity is pursued for gain, profit or other pecuniary advantage; PROVIDED, HOWEVER, that nothing herein is intended to prohibit Executive from managing his own investment portfolio; PROVIDED FURTHER, HOWEVER, that the Company acknowledges that the Executive may devote such time that the Executive deems appropriate to his real estate and their Subsidiaries’ policies and procedures in all material respects. So law enterprise, including, without limitation, his "of counsel" relationship with Buchalter, Nemer, Fields & Younger, so long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheldat all times adequately fulfill his obligations pursuant to this Section 2(b), accept other employment or perform other services for compensation; provided, that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunder. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “Subsidiaries” (i) "SUBSIDIARIES" shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of voting power in electing directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of or more Subsidiaries; and (ii) "PERSON" shall be construed broadly and shall include, without limitation, an individual, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, a limited liability company and a governmental entity or any department or agency thereof.

Position and Duties. (a) In general. Executive shall be employed as Executive Vice President and Chief Operating Officer and shall perform such duties and services, consistent with such position for the Company, as may be (i) specified in the Bye-Laws of the Company or (ii) assigned to him from time to time by the Chief Executive Officer of the Company (the "CEO") or the Chairman. The duties of the Executive shall include serving as an officer or director or otherwise performing services for any "Affiliate" of the Company as requested by the Company. An "Affiliate" of any person means any entity that controls, is controlled by or is under common control with such person. Executive shall report to the CEO and shall be a member of the Office of the CEO. Without limiting the generality of the foregoing the Executive shall provide regular on-site supervision of and/or assistance to each television station operating in countries outside the UK. Such supervision and or assistance shall be in the areas of programming, production and marketing due to the Executive's specific experience and background in these areas and their importance of these areas to the stations' profitability. (b) Full-time employment. During the Employment Period, Executive shall serve as the President and Chief Executive Officer of Parent, the Company and their Subsidiaries (as defined below) and shall have the normal duties, responsibilities, and authority of an executive serving in such position subject to the direction his obligations to CME Development Corporation, which is anticipated to require two-thirds of Parent’s board of directors (the “Board”). (b) his business time, Executive shall report to the Board and shall devote his best efforts and full business time and attention (to the services required of him hereunder, except for permitted time devoted to services required by him to be performed for any "Affiliate" of the Company, vacation periods time and reasonable periods of illness absence due to sickness, personal injury or other incapacity) disability, and shall use his best efforts, judgement, skill and energy to perform such services in a manner consonant with the duties of his position and to improve and advance the business and affairs interests of Parentthe Company, provided, however, that Executive shall perform such services under this Agreement exclusively outside of the United Kingdom and the United States and Executive has entered into an employment agreement with CME Development Corporation for his services within the United Kingdom and the United States. Executive shall not be engaged in any other business activity which, in the reasonable judgment of the CEO, conflicts with the duties of the Executive under this Agreement. Executive shall travel to, and may be stationed on a short-term basis (up to three to six months) in, such location or locations outside of the United Kingdom and the United States as may be requested by the Company, or which Executive believes is necessary or advisable, in the performance by Executive of his duties hereunder or to the extent appropriate to improve and advance the interests of the Company and their Subsidiaries. Executive shall perform his duties, responsibilities and functions to Parent, the Company and their Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensation; provided, that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunderits Affiliates. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of more Subsidiaries

Position and Duties. (a) During the Employment Period, Executive shall serve as the President and Chief Executive Commercial Officer of Parent, Seadrill and shall continue to serve in such offices of the Company and their Subsidiaries (other Group Companies as defined below) Executive currently holds and shall have the normal duties, responsibilities, responsibilities and authority of an executive serving in such position position, subject to the direction power of Parent’s board of directors (the “Board”)Board or the Chief Executive Officer to expand or limit such duties, responsibilities and authority, either generally or in specific instances. (b) During the Employment Period, Executive shall continue to report to the Board and shall Chief Executive Officer of Seadrill. (c) During the Employment Period, Executive shall: (i) devote his Executive’s best efforts and Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parentthe Company, Seadrill, and all of Seadrill’s subsidiary companies from time to time (each of the Company, Seadrill and such subsidiaries, a “Group Company” and collectively, the Company “Group Companies”); (ii) perform Executive’s duties and their Subsidiaries. Executive shall perform his duties, responsibilities and functions to Parent, the Company and their Subsidiaries hereunder in good faith and to the best of his Executive’s abilities in a faithful, diligent, trustworthy, professional businesslike and efficient manner manner; (iii) keep the Chief Executive Officer fully informed of Executive’s conduct of the business of any Group Company for which Executive is responsible in a prompt and shall timely manner; (iv) obey all reasonable, lawful and proper directions and requests of the Chief Executive Officer; (v) act in such a way as to promote and protect the interests and reputation of every Group Company; (vi) comply with Parent’s, the Company’s and their Subsidiaries’ all Group Company policies and procedures procedures, including anti-corruption and bribery policies; and (vii) bring to the attention of the Chief Executive Officer any relevant material business opportunities for any Group Company of which Executive becomes aware. (d) Executive will not, whether during or outside regular business hours: (i) directly or indirectly be engaged or concerned in all material respects. So long the conduct of any business activity whether as Executive is employed by Parent shareholder, employee, director or other officer (except as a representative of the Company or with the prior written consent of the Board or the CompanyChief Executive Officer, Executive which shall not, not be unreasonably withheld); or (ii) accept any appointment as director of any company which is not a Group Company without the prior written consent of the Board (or the Chief Executive Officer which consent shall not be unreasonably withheld), accept other employment or perform other services for compensation; provided, that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunder. (ce) Notwithstanding the foregoing, the Chief Executive Officer approves Executive’s current ownership and limited management oversight activities of the retail businesses located in California that are set forth on Exhibit A (“Retail Businesses”) that do not compote with the Group Companies. (f) Executive shall perform his Executive’s duties hereunder and responsibilities principally at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company in the Houston, Texas area. Executive may be required to perform his duties travel and responsibilities. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority work outside of the board Houston, Texas area from time to time including at other Group Company locations or client locations but, unless otherwise agreed with the Chief Executive Officer, Executive will not be required to live outside of directors or other governing body arethe Houston, at the time of determination, owned by Parent or the Company, directly or through one of more SubsidiariesTexas area.

Position and Duties. (a) During the Employment Period, Executive Employee shall serve as the President Chief Medical Officer, and Chief Executive Officer of Parent, in connection therewith Employee shall render services to the Company and their Subsidiaries (as defined below) and shall have the normal dutiesresponsibilities and authority which are consistent with Employee’s position, responsibilities, subject to the power and authority of an executive serving in such position subject to the direction officers and the Board of Parent’s board Directors of directors the Company (the “Board”)) to expand or limit such duties, responsibilities, functions and authority. (b) Executive Employee shall report to the Board Chief Executive Officer (or such other person as shall be designated by the Board). Employee shall perform Employee’s duties and responsibilities to the best of Employee’s abilities in a diligent, trustworthy, businesslike and efficient manner Employee shall devote his best efforts and Employee’s full business time time, energies and attention (except for permitted vacation periods and reasonable periods of illness or other temporary incapacity) to the business and affairs of Parent, the Company and their Subsidiaries. Executive shall perform his duties, responsibilities and functions to Parent, the Company and their Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiaries’ policies and procedures in all material respects. However, Employee may seek approval for external obligations from the Board by disclosing such activities on the Conflict of Interest Disclosure form attached hereto as Exhibit A. So long as Executive Employee is employed by Parent or the Company, Executive Employee shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld)Board, accept other employment or perform other services for compensationcompensation or that interfere with Employee’s employment with the Company; provided, however, that Executive Employee may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities are not in competition with the Company or do not materially interfere with ExecutiveEmployee’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executiveability to carry out Employee’s services and obligations hereunderduties under this Agreement. (c) Executive Employee shall perform his duties hereunder at comply with all lawful rules, policies, procedures, regulations and administrative directions now or hereafter reasonably established by the Board for employees of the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes The Company shall have the right to assign Employee new duties and to change Employee’s title subject to Section 4 of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the President and Chief Executive Officer of Parentthe Company. As Chief Executive Officer, Executive, subject to the control of the Board, shall have general supervision and control over the business, property and affairs of the Company and their Subsidiaries (perform such duties as defined below) and may be assigned to him by the Board. Executive shall have the normal duties, responsibilities, and authority of an executive serving in such position subject report to the direction Board. On the Effective Date, Executive will be appointed as a member of Parentthe Board. During the Employment Period, Executive will be nominated to be elected as a member of the Board at the end of each of Executive’s board terms as a member of directors (the “Board”). Executive may be elected and/or appointed to serve as a director of one or more of the Company’s subsidiaries. Executive’s service as a director of the Company and/or its subsidiaries shall be without additional remuneration. (b) Executive shall report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their SubsidiariesCompany. The Executive shall perform his duties, duties and responsibilities and functions to Parent, the Company and their Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional businesslike and efficient manner and shall comply with Parent’s, manner. In the Company’s and their Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or the Companyperformance of his duties hereunder, Executive shall notat all times report and be subject to the lawful direction of the Board and perform his duties hereunder subject to and in accordance with the resolutions or any other determinations of the Board and the certificate of incorporation and by-laws of the Company and applicable law. During the Employment Period, without Executive shall not become an employee of any Person or entity other than the prior written Company. This section shall not be construed to prohibit Executive from serving on the board of directors of one or more other entities (with the consent of the Board (which consent shall not be unreasonably withheldin the case of a for-profit entity) or from investing in a business to the extent consistent with the provisions of Section 2.6(a), accept other employment or perform other services for compensation; provided, that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunder. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of more Subsidiaries

Position and Duties. (a) During the Employment Period, Executive shall serve as the President and Executive Vice President, Chief Executive Administrative Officer of Parent, the Company and their Subsidiaries (as defined below) and shall have the normal duties, responsibilities, functions and authority that are normally associated with the position of Executive Vice President. Executive’s duties shall be subject to the power and authority of an executive serving in such position subject to the direction Company’s Board of Parent’s board Directors (the “Company Board”) and the Board of directors Directors (the “Board”) of Sensata Technologies Holding plc, a public limited company formed under the laws of England and Wales (“Parent”), to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. During the Employment Period, Executive shall render to Parent and its Subsidiaries (as defined herein) administrative, financial and other executive and managerial services that are consistent with Executive’s position as the Board may from time to time direct. (b) Executive shall report to the Board and Chief Executive Officer & President, or to such other person or persons as may be designated from time to time by the Chief Executive Officer or the Board. Executive shall devote his best efforts and her full business time and attention (except for permitted vacation periods consistent with past practice and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company Parent and their its Subsidiaries. In performing her duties and exercising her authority under this Agreement, Executive shall perform his duties, responsibilities support and functions implement the business and strategic plans approved from time to Parent, time by the Company and their Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiaries’ policies and procedures in all material respectsBoard. So As long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld)Board, accept other employment or perform other services for compensation; provided. Unless otherwise agreed by Executive, that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunderplace of work shall be in the greater Attleboro, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunderMassachusetts metropolitan area, except for travel reasonably required for Company business. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the CompanyParent, directly or through one of or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive Employee shall serve as the President chief executive officer and Chief Executive Officer president of Parent, the Company and their Subsidiaries (as defined below) and shall have the normal duties, responsibilities, functions and authority of an the chief executive serving in such position officer and president, subject to the direction power of Parent’s the Company's board of directors (the “"Board”)") to reasonably expand or limit such duties, responsibilities, functions and authority and to override actions of officers of the Company, provided, however, the Board may not materially alter Employee's duties or position. (b) Executive During the Employment Period, Employee shall report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) for least three full business weeks per month (including at least ten business days per month at the headquarters office of the Company in Duncan, South Carolina) to the business and affairs of Parent, the Company and their its Subsidiaries. Executive Employee shall perform his duties, responsibilities and functions to Parent, the Company and their its Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional businesslike and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiaries’ policies and procedures in all material respectsmanner. So long The Company hereby acknowledges that Employee currently serves as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent a member of the Board (which consent shall not be unreasonably withheld)board of directors of Paper Calmenson & Company and of Harold's Stores, accept other employment or perform other services for compensation; providedInc. and agrees that, that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do service does not materially interfere with Executive’s services and Employee's obligations hereunder, and (ii) make and manage personal investments Employee may continue to serve as a member of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunderboards of directors. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “"Subsidiaries” " shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as Executive Vice President of Commercial Affairs of the President Company. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its affiliates (the “Company Group”) as are consistent with Executive’s position and the by-laws of the Company and as the Chief Executive Officer (“CEO”) may from time to time reasonably direct. Executive shall also serve for no additional compensation or remuneration as an officer or director of Parent, such subsidiaries of the Company and their Subsidiaries (as defined below) and shall have may from time to time be designated by the normal duties, responsibilities, and authority CEO or the Board of an executive serving in such position subject to Directors of the direction of Parent’s board of directors Company (the “Board”). (b) During the Employment Period, Executive shall report to the Board CEO and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their SubsidiariesCompany. Executive shall perform his duties, responsibilities and functions to Parent, the Company and their Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or the CompanyIn performing his duties and exercising his authority under this Agreement, Executive shall notsupport and implement the business and strategic plans approved from time to time by the Board and shall support and cooperate with the Company’s efforts to operate in conformity with the business and strategic plans approved by the Board. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensation; provided, that . Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services regular performance of duties and obligations hereunderresponsibilities hereunder in any material respect. Nothing contained herein shall preclude Executive from (i) engaging in charitable and community activities, (ii) participating in industry and trade organization activities, and (iiiii) make managing his and manage his family’s personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunder. (c) affairs; provided, that Executive shall perform his duties hereunder at not have any ownership interest (of record or beneficial) in any firm, corporation, partnership, proprietorship or other business that competes directly with the Company’s office in King ▇▇▇▇▇▇▇-Tropsch business except for (x) an investment of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority not more than 1.0% of the board outstanding securities of directors a company traded on a public securities exchange or other governing body are, at the time of determination, owned by Parent or the Company, directly or (y) investments made through one of more Subsidiariespublic mutual funds.

Position and Duties. (a) During the Employment Period, Executive shall serve as the President and Senior Vice President, Chief Executive Legal Officer of Parent, the Company and their Subsidiaries (as defined below) and shall have the normal duties, responsibilities, functions and authority that are normally associated with the position of Senior Vice President. Executive’s duties shall be subject to the power and authority of an executive serving in such position subject to the direction Company’s Board of Parent’s board Directors (the “Company Board”) and the Board of directors Directors (the “Board”) of Sensata Technologies Holding plc, a public limited company formed under the laws of England and Wales (“Parent”), to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. During the Employment Period, Executive shall render to Parent and its Subsidiaries (as defined herein) administrative, financial and other executive and managerial services that are consistent with Executive’s position as the Board may from time to time direct. (b) Executive shall report to the Board and Chief Executive Officer & President, or to such other person or persons as may be designated from time to time by the Chief Executive Officer or the Board. Executive shall devote his best efforts and her full business time and attention (except for permitted vacation periods consistent with past practice and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company Parent and their its Subsidiaries. In performing her duties and exercising her authority under this Agreement, Executive shall perform his duties, responsibilities support and functions implement the business and strategic plans approved from time to Parent, time by the Company and their Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiaries’ policies and procedures in all material respectsBoard. So As long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld)Board, accept other employment or perform other services for compensation; provided. Unless otherwise agreed by Executive, that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunderplace of work shall be in the greater Attleboro, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunderMassachusetts metropolitan area, except for travel reasonably required for Company business. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the CompanyParent, directly or through one of or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as Chairman of the President and Chief Executive Officer Company's Board of Parent, Directors (the Company and their Subsidiaries (as defined below"BOARD") and shall have the normal duties, responsibilities, responsibilities and authority of an executive serving in attendant to such position position, subject to the direction power of Parent’s board the Board to expand or limit such duties, responsibilities and authority. The Executive shall also serve as the Chief Executive Officer of directors (the “Company until such time as his replacement is elected by the Board”). (b) Executive shall report to the Board Board, and Executive shall devote his Executive's best efforts and Executive's full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their its Subsidiaries; PROVIDED THAT Executive shall, with the prior written approval of the Board, be allowed to serve as (i) a director or officer of any non-profit organization including trade, civic, educational or charitable organizations, or (ii) a director of any corporation which is not competing with the Company or any of its Subsidiaries in the office product and office supply industry so long as such duties do not materially interfere with the performance of Executive's duties or responsibilities under this Agreement. Executive shall perform his duties, Executive's duties and responsibilities and functions to Parent, the Company and their Subsidiaries hereunder in good faith and under this Agreement to the best of his Executive's abilities in a diligent, trustworthy, professional businesslike and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensation; provided, that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereundermanner. (c) Executive shall perform his duties hereunder be based at or in the vicinity of the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business 's headquarters BUT may be required to travel as reasonably required by Parent or the Company necessary to perform his Executive's duties and responsibilitiesresponsibilities under this Agreement. (d) For purposes of this Agreement, “Subsidiaries” "SUBSIDIARIES" shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of voting power in electing directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the President Chief Innovation Officer of the Company and shall render such administrative, financial, technological, and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive's position as the Chief Executive Officer of Parentmay from time to time direct, the Company and their Subsidiaries (as defined below) and shall have the normal dutieswhich may include overseeing research, responsibilitiesinnovation, technological development, and authority of an executive serving product development, and participating in such position subject to the direction of Parent’s board of directors (the “Board”)business development, sales, and investor relations activities. (b) During the Employment Period, Executive shall report to the Board Chief Executive Officer and shall devote his best efforts and full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their its Subsidiaries. Executive shall perform his duties, responsibilities and functions to Parent, the Company and their its Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s 's and their its Subsidiaries’ ' policies and procedures procedures. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the board of directors of the Company (the "Board") and shall support and cooperate with the Company's and its Subsidiaries' efforts to expand their businesses and operate profitably and in all material respectsconformity with the business and strategic plans approved by the Board. So long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld)Board, accept other employment in the LED or lighting field or perform other services in the LED or lighting field for compensation; provided. Executive may accept other employment outside of the LED or lighting field or perform other services outside of the LED or lighting field for compensation (“Non-Lighting Outside Engagements”), provided that Executive may must (i) serve as an officer or director disclose all such Non-Lighting Outside Engagements to the Board and the Chief Executive Officer, (ii) spend less than 10% of or otherwise participate his business time and attention, in purely educationalaggregate, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunderon all Non-Lighting Outside Engagements, and (iiiii) make and manage personal investments receive compensation (including cash, non-cash, equity, or other forms of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereundercompensation), in aggregate across all Non-Lighting Outside Engagements, of less than 20% of Base Salary. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “"Subsidiaries” " shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Executive Vice President and Chief Executive Financial Officer of Parentthe Company, the Company and their Subsidiaries (as defined below) and shall have the normal duties, responsibilities, functions and authority of an executive serving in such position position, subject to the direction power and authority of Parent’s board the Board of directors Directors of Syniverse (the “Board”)) and the Company’s Chief Executive Officer to expand or limit such duties, responsibilities, functions and authority and the power and authority of the Board (and the boards of directors of any Subsidiaries or Affiliates of Syniverse that may employ Executive from time to time, as applicable) to overrule actions of officers of the Company; provided that such permitted limitations may, nevertheless, constitute “Good Reason” under Section 8. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Affiliates which are consistent with Executive’s position (including service as an officer or director of any such Affiliate) as the Board may from time to time direct. (b) During the Employment Period, Executive shall report to the Board Chief Executive Officer of the Company and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their Subsidiariesits Affiliates. Executive shall perform his duties, responsibilities and functions to Parent, the Company and their Subsidiaries its Affiliates hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiariesits Affiliates’ policies and procedures in all material respects. So long as Executive is employed by Parent or In performing his duties and exercising his authority under the CompanyAgreement, Executive shall notdevelop, support and implement the business and strategic plans approved from time to time by the Board. During the Employment Period, Executive shall not accept other employment, serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensationBoard; provided, provided that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services employment hereunder. The Company and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive agree that during the Employment Period Executive’s services and obligations hereunder. (c) Executive principal location of employment with the Company shall perform his duties hereunder be at the Company’s office headquarters in King of PrussiaTampa, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilitiesFlorida. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of more Subsidiaries

Position and Duties. (a) During the Employment Period, Executive shall serve as the Executive Vice President and Chief Executive Officer - Regional Operations of Parent, the Company and their Subsidiaries (as defined below) and shall have the normal duties, responsibilities, functions and authority of an executive serving in such position the Executive Vice President - Regional Operations, subject to the direction power and authority of Parent’s board the Company's Chief Operating Officer to expand or limit such duties, responsibilities, functions and authority and to overrule actions of directors (officers of the “Board”)Company. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive's position as the Board may from time to time reasonably direct. (b) During the Employment Period, Executive shall report to the Board Company's Chief Operating Officer and shall devote his best efforts and full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their its Subsidiaries. Executive shall perform his duties, responsibilities and functions to Parent, the Company and their its Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, trustworthy and professional and efficient manner and shall comply with Parent’s, the Company’s 's and their its Subsidiaries’ ' policies and procedures in all material respects. So long as Executive is employed by Parent or During the CompanyEmployment Period, Executive shall notnot serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board (which consent shall not be unreasonably withheld, conditioned or delayed), accept other employment or perform other services for compensation; provided, provided that Executive may (i) serve as an officer participate on boards of charitable entities or director of or otherwise participate in purely educational, welfare, social, religious and other civic organizations entities so long as such activities do service does not materially interfere with Executive’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunder's duties under this Agreement. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “"Subsidiaries” " shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the President and Senior Vice President, Chief Executive Human Resources Officer of Parent, the Company and their Subsidiaries (as defined below) and shall have the normal duties, responsibilities, functions and authority that are normally associated with the position of Senior Vice President. Executive’s duties shall be subject to the power and authority of an executive serving in such position subject to the direction Company’s Board of Parent’s board Directors (the “Company Board”) and the Board of directors Directors (the “Board”) of Sensata Technologies Holding plc, a public limited company formed under the laws of England and Wales (“Parent”), to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. During the Employment Period, Executive shall render to Parent and its Subsidiaries (as defined herein) administrative, financial and other executive and managerial services that are consistent with Executive’s position as the Board may from time to time direct. (b) Executive shall report to the Board and Chief Executive officer & President, or to such other person or persons as may be designated from time to time by the Chief Executive Officer or the Board. Executive shall devote his best efforts and her full business time and attention (except for permitted vacation periods consistent with past practice and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company Parent and their its Subsidiaries. In performing her duties and exercising her authority under this Agreement, Executive shall perform his duties, responsibilities support and functions implement the business and strategic plans approved from time to Parent, time by the Company and their Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiaries’ policies and procedures in all material respectsBoard. So As long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld)Board, accept other employment or perform other services for compensation; provided. Unless otherwise agreed by Executive, that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunderplace of work shall be in the greater Attleboro, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunderMassachusetts metropolitan area, except for travel reasonably required for Company business. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the CompanyParent, directly or through one of or more Subsidiaries.

Position and Duties. (a) 1.1 During the Initial Employment PeriodTerm (as defined below), Executive the Employee shall serve as the President and Chief Executive Officer of Parent, the Company and their Subsidiaries (as defined below) shall report solely and directly to the Board. The Employee shall have be responsible for oversight and management of all operations and activities of the normal dutiesCompany. In addition, responsibilities, the Employee shall perform all other duties and authority of an executive serving in accept all other responsibilities incident to such position subject as may be reasonably assigned to him by the direction of Parent’s board of directors (the “Board”). (b) Executive 1.2 During the Initial Employment Term, Employee shall report to the Board and shall devote his best efforts and full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, serve the Company and their Subsidiaries. Executive shall perform his duties, responsibilities and functions to Parent, the Company and their Subsidiaries hereunder in good faith faithfully and to the best of his abilities in a diligent, trustworthy, professional and efficient manner ability and shall comply devote substantially all of his business time, attention and efforts to the performance of such duties as may be assigned to him from time to time by the Board. Employee shall confer with Parent’sthe Board and must have the written approval prior to any mergers, acquisitions or significant contracts by the Company’s and their Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent company or the Company, Executive shall not, without the prior written consent to entering into any new financial agreements on behalf of the Board (which consent shall company outside of his normal day to day responsibilities. 1.3 Employee expressly represents and warrants to the Company that Employee is not be unreasonably withheld), accept other employment a party to any contract or perform other services for compensation; provided, that Executive may (i) serve as an officer or director of or agreement and is not otherwise participate obligated in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunderany way, and (ii) make and manage personal investments of his choice so long as such activities do is not materially interfere with Executivesubject to any rules or regulations, whether governmentally imposed or otherwise, which will or may restrict in any way the Employee’s services and obligations hereunder. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company ability to fully perform his duties and responsibilities under this Agreement. Employee further expressly represents and warrants that he is eligible to work in the United States and shall take all necessary action to comply with requests for verification of employment eligibility. 1.4 Employee will perform his duties and responsibilities located at the corporate headquarters or elsewhere within reason to perform the position’s responsibilities. 1.5 To the extent Employee is asked to serve as an officer, director or manager of the subsidiaries (d“Subsidiaries”) For purposes of the Company (such as Muscle Maker Development, LLC and Muscle Maker Corp., LLC), Employee’s duties to the Subsidiaries shall be deemed to have been included in this Agreement, “Subsidiaries” shall mean not be entitled to any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority additional compensation hereunder, and shall be covered by all provisions of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of more SubsidiariesAgreement mutatis mutandis.

Position and Duties. (a) During the Employment PeriodTerm, Executive shall serve be employed as Vice President of Legal and Commercial Affairs and Corporate Secretary, under the President direction and subject to the control of the Chief Executive Officer of Parentand the Board (which direction shall be such as is customarily exercised over Executive), the Company and their Subsidiaries (as defined below) and Executive shall have all such powers and authority with respect to the normal business, affairs, properties and operations as may be reasonably incident to Executive’s duties and responsibilities. In addition, Executive shall have such other duties, functions, responsibilities, and authority as are from time to time delegated to Executive by the Chief Executive Officer and the Board; provided, however, that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving in the same or similar capacity of an executive serving in such position subject enterprise comparable to Employer. The assignment to Executive of duties and/or responsibilities that are materially inconsistent with Executive’s status, positions, duties, responsibilities and functions with Employer immediately prior to the direction effective date of Parent’s board such assignment or the removal of directors (Executive from, or the “Board”)failure to re-elect Executive to, any material corporate office of Employer held by Executive immediately prior to such effective date shall constitute a material breach of this Agreement by Employer. (b) During the Employment Term, Executive shall report to the Board and shall devote his full business time, skill, and attention and his best efforts and full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their Subsidiaries. Executive shall perform his duties, responsibilities and functions to Parent, the Company and their Subsidiaries hereunder in good faith and Employer to the best extent necessary to discharge fully, faithfully, and efficiently the duties and responsibilities delegated and assigned to Executive in or pursuant to this Agreement, except for usual, ordinary, and customary periods of his abilities vacation and absence due to illness or other disability and as otherwise specified in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiaries’ policies and procedures in all material respectsthis Paragraph. So long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board (which consent Employer agrees that it shall not be unreasonably withheld), accept other employment or perform other services a violation of this Paragraph for compensation; provided, that Executive may to (i) serve as an officer on corporate, civic or director of charitable boards or otherwise participate in purely educationalcommittees, welfare(ii) deliver lectures, socialfulfill speaking engagements or teach at educational institutions, religious and civic organizations (iii) manage personal investments, so long as in the case of (i), (ii) and (iii) above such activities do not materially significantly interfere or conflict with the performance of Executive’s services and obligations hereunder, and (ii) make and manage personal investments responsibilities under this Agreement or the interests of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunder. (c) Employer. Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect not become a majority member of the board of directors or committees of any other governing body arefor profit business organization without 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 time principal executive offices of determinationEmployer may be located during the Employment Term, owned subject to the provisions of Paragraph 1(j)(iii). 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 be services required by Parent or this Agreement and the Companyconsideration for such services is that provided for in this Agreement. (e) Executive hereby acknowledges that he has read and is familiar with Employer’s policies regarding business ethics and conduct, directly or through one of more Subsidiariesand will comply with all such provisions, and any amendments thereto, during the Employment Term.

Position and Duties. (a) During the Employment Period, Executive shall serve as the President and Chief Executive Officer President, Powered Vehicles Group of Parent, the Company and their Subsidiaries (such “Group” being also referred to herein as defined belowthe ”Group”) and shall have the normal duties, responsibilities, functions and authority of an executive serving in customarily associated with such position subject and such other duties and responsibilities as may be assigned from time to time to Executive by the direction Company’s Chief Executive Officer, Board of Parent’s board of directors Directors (the “Board”)) and Executive Committee of the Board (the “Executive Committee”) to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. (b) Executive shall report to the Board Company’s Chief Executive Officer and Executive shall devote his best efforts and full business Executive’s full-time energies and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their its Subsidiaries. Executive shall perform his Executive’s duties, responsibilities and functions to Parent, the Company and their its Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional professional, ethical and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiaries’ policies and procedures of the Company and its Subsidiaries and will cooperate fully with the Board in all material respectsthe advancement of the best interests of the Company. So long as Executive is employed by Parent the Company or the Companyany Subsidiary, Executive shall not, except as provided herein or without the prior written consent of the Board (which consent shall not be unreasonably withheld)Board, accept render to any other employment person, corporation, firm, company, joint venture or perform other entity any services of any kind for compensation; provided, or engage in any other activity, that would compete with the Company or its Subsidiaries, and/or interfere with the performance of Executive’s duties for the Company and its Subsidiaries. Notwithstanding, Executive may engage in charitable, civic, fraternal and trade association activities that do not interfere materially with Executive’s obligations to the Company or any Subsidiary. Further, nothing in this Agreement shall limit Executive’s ability to: (i) serve as an officer or director a member of or otherwise participate in purely educationalany board of directors for any non-profit organization, welfare, social, religious and civic organizations so long as such activities do membership does not interfere materially interfere or conflict with Executive’s services and obligations hereunder, and to the Company or any Subsidiary; or (ii) make as otherwise agreed by the Board in writing. Executive represents and manage personal investments warrants that Executive does not now, and will not during the Term of his choice so long as such activities do employment hereunder, have any financial interest in any competitor, supplier or customer of the Company or its Subsidiaries; provided that passive ownership (i.e., Executive does not materially interfere with Executive’s services and obligations hereunderdirectly or indirectly participate in the business or management of the applicable entity) of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange shall not be deemed to be a financial interest in a competitor, supplier or customer of the Company or its Subsidiaries. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “SubsidiariesSubsidiary” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determinationnow or hereafter, owned directly or indirectly by Parent or the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the President and Chief an Executive Officer of ParentVice President, the Company and their Subsidiaries (as defined below) North America and shall have the normal duties, responsibilities, functions and authority of an executive serving in such position position, subject to the direction power and authority of Parentthe Company’s board Board of directors Directors (the “ Board “Board”)) and the Company’s Chief Executive Officer and President to expand or limit such duties, responsibilities, functions and authority and the power and authority of the Board to overrule actions of officers of the Company; provided that such permitted limitations may, nevertheless, constitute “Good Reason” under Section 8 . During the Employment Period, Executive shall render services to the Company and its Affiliates which are consistent with Executive’s position as the Board may from time to time direct. (b) During the Employment Period, Executive shall report to the Board Chief Executive Officer and President of the Company and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their Subsidiariesits Affiliates. Executive shall perform his duties, responsibilities and functions to Parent, the Company and their Subsidiaries its Affiliates hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiariesits Affiliates’ policies and procedures in all material respects. So long as Executive is employed by Parent or In performing his duties and exercising his authority under the CompanyAgreement, Executive shall nothelp develop, support and implement the business and strategic plans approved from time to time by the Board. During the Employment Period, Executive shall not accept other employment, serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensation; provided, Board. The Company and Executive agree that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunder, and (ii) make and manage personal investments principal location of his choice so long as such activities do not materially interfere employment with Executive’s services and obligations hereunder. (c) Executive the Company shall perform his duties hereunder be at the Company’s office headquarters in King of PrussiaTampa, Pennsylvania. It is understood that Florida and Executive shall undertake such business travel as reasonably required by Parent or agrees to use best efforts to establish primary residence in the Company to perform his duties and responsibilitiesTampa, Florida area within six (6) months following the Effective Date. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of more Subsidiaries

Position and Duties. (a) During the Employment Period, the Executive shall serve as the President Executive Vice President, Chief Strategic Officer and Chief Executive Officer General Counsel of Parent, the Company and their Subsidiaries (as defined below) and shall have the normal duties, responsibilities, responsibilities and authority of an executive serving in such position thereof, subject to the direction power of Parent’s the board of directors of the Company (the “"Board”)") and the powers delegated to the Executive's superiors (if any) by the Board. (b) The Executive shall report to the Board or its designee, and the Executive shall devote his best efforts and full substantially all of his business time time, attention and attention energies (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their Subsidiariesits Subsidiaries (as defined below). The Executive shall perform his duties, duties and responsibilities and functions to Parent, the Company and their Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’sbusinesslike manner. During the Employment Period, the Executive shall not engage in any business activity which, in the reasonable judgment of the Board, materially conflicts with the duties of the Executive hereunder, whether or not such activity is pursued for gain, profit or other pecuniary advantage; provided, however, that nothing herein is intended to prohibit Executive from managing his own investment portfolio; provided, further, however, that the Company acknowledges that the Executive may devote such time that Executive deems appropriate to his real estate and law enterprise (including, without limitation, an "of counsel" relationship with a law firm similar to that previously held during the term of Executive's full time employment with the Company’s and their Subsidiaries’ policies and procedures in all material respects. So ), so long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheldat all times adequately fulfill his obligations pursuant to this Section 2(b), accept other employment or perform other services for compensation; provided, that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunder. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “(i) "Subsidiaries” " shall mean any corporation corporation, partnership, limited liability company or other entity similar business organization of which the securities or other ownership interests having the voting power to elect a majority of the board of voting power in electing directors or other the comparable governing body or Person are, at the time of determination, owned by Parent or the Company, directly or through one of or more Subsidiaries; and (ii) "Person" shall be construed broadly and shall include, without limitation, an individual, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, a limited liability company and a governmental entity or any department or agency thereof.

Position and Duties. (a) During the Employment PeriodTerm, the Executive shall serve as the President Chief Financial Officer, Treasurer and Chief Executive Operating Officer of Parentthe Company, the Company and their Subsidiaries (as defined below) and shall have such powers and duties as may from time to time be prescribed by the normal duties, responsibilities, and authority Board of an executive serving in such position subject to Directors of the direction of Parent’s board of directors Company (the “Board”) or Chief Executive Officer of the Company (the “CEO”). , as applicable, or another authorized executive, provided that such duties are consistent with the Executive’s position or other positions that the Executive may hold from time to time. For the period beginning on the Second Amendment Effective Date and ending on such date as the Board appoints a successor Chief Executive Officer of the Company (b) the “Interim Period”), the Executive shall report to serve as the Board Interim Chief Executive Officer of the Company, and shall have such powers and duties as may from time to time be prescribed by the Board. For the avoidance of doubt, the Executive shall not be entitled to Good Reason termination pursuant to Section 3(e) of this Agreement upon the expiration of the Interim Period. The Executive shall devote his best efforts and the Executive’s full business working time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) efforts to the business and affairs of Parentthe Company. Notwithstanding the foregoing, the Company and their Subsidiaries. Executive shall perform his dutiesmay serve on other boards of directors, responsibilities and functions to Parent, the Company and their Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent approval of the Board (which consent shall not be unreasonably withheld)Board, accept or engage in religious, charitable or other employment or perform other services for compensation; provided, that Executive may (i) serve community activities as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such services and activities are disclosed to the Board and do not materially interfere with the Executive’s services and obligations hereunder, and (ii) make and manage personal investments performance of his choice so long as such activities do not materially interfere with the Executive’s services and duties or obligations hereunder. to the Company (c) whether under this Agreement, the Restrictive Covenant, any other agreement, applicable law or otherwise). To the extent applicable, the Executive shall perform his duties hereunder at be deemed to have resigned from all officer and board members positions that the CompanyExecutive holds with the Company or any or its respective subsidiaries and affiliates upon the termination of the Executive’s office in King of Prussia, Pennsylvaniaemployment for any reason and by which ever party. It is understood that The Executive shall undertake such business travel execute any documents in reasonable form as reasonably required may be requested by Parent or the Company to perform his duties and responsibilitiesconfirm or effectuate any such resignations. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of more Subsidiaries

Position and Duties. (a) During the Employment Period, Executive shall serve as the President and Chief Executive Officer Vice President, Sensing Solutions of Parent, the Company and their Subsidiaries (as defined below) and shall have the normal duties, responsibilities, functions and authority that are normally associated with the position of Executive Vice President. Executive’s duties shall be subject to the power and authority of an executive serving in such position subject to the direction Company’s Board of Parent’s board Directors (the “Company Board”) and the Board of directors Directors (the “Board”) of Sensata Technologies Holding plc, a public limited company formed under the laws of England and Wales (“Parent”), to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. During the Employment Period, Executive shall render to Parent and its Subsidiaries (as defined herein) administrative, financial and other executive and managerial services that are consistent with Executive’s position as the Board may from time to time direct. (b) Executive shall report to the Board and Chief Executive Officer & President, or if the roles are not combined, to either the Chief Executive Officer or the President, or to such other person or persons as from time to time may be designated by the Chief Executive Officer or the Board. Executive shall devote his best efforts and full business time and attention (except for permitted vacation periods consistent with past practice and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company Parent and their its Subsidiaries. In performing his duties and exercising his authority under this Agreement, Executive shall perform his duties, responsibilities support and functions implement the business and strategic plans approved from time to Parent, time by the Company and their Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiaries’ policies and procedures in all material respectsBoard. So As long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld)Board, accept other employment or perform other services for compensation; provided. Unless otherwise agreed by Executive, that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunderplace of work shall be in the greater Attleboro, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunderMassachusetts metropolitan area, except for travel reasonably required for Company business. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the CompanyParent, directly or through one of or more Subsidiaries.

Position and Duties. (a) During the Employment PeriodPeriod (as defined in paragraph 4), Executive shall serve as the President and Chief Executive Officer of Parent, the Company and their Subsidiaries (as defined below) and shall have the normal duties, responsibilities, functions and authority of an executive serving in such position the Chief Executive Officer, subject to the direction power and authority of Parent’s board the Board of directors Directors of the Company (the “Board”)) to expand or limit such duties, responsibilities, functions and authority within the scope of duties, responsibilities, functions and authority associated with the position of Chief Executive Officer and to overrule actions of officers of the Company. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position as the Board may from time to time direct. Not less than 30 days nor more than 60 days prior to the scheduled end of the Employment Period, if Executive is then still employed by the Company, Executive and the Board shall meet and discuss whether to extend the term of this Agreement. This Agreement may be extended upon the mutual agreement of the Executive and the Board, and if so extended, shall have the same terms and conditions as set forth herein, with a corresponding change in dates to take into account the new term. (b) During the Employment Period, Executive shall report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) exclusively to the business and affairs of Parent, the Company and their its Subsidiaries. Executive shall perform his duties, responsibilities and functions to Parent, the Company and their its Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s and their its Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or In performing his duties and exercising his authority under the CompanyAgreement, Executive shall not, without support and implement the prior written consent of business and strategic plans approved from time to time by the Board (which consent and shall not be unreasonably withheld), accept other employment or perform other services for compensation; provided, that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious support and civic organizations so long as such activities do not materially interfere cooperate with Executive’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunder. (c) Executive shall perform his duties hereunder at the Company’s office and its Subsidiaries’ efforts to expand their businesses and operate profitably and in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such conformity with the business travel as reasonably required and strategic plans approved by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of more Subsidiariesthe

Position and Duties. (a) During the Employment Period, Executive shall serve as the President and Chief Executive Financial Officer of Parent, the Company and their Subsidiaries (as defined below) and shall have the normal duties, responsibilities, functions and authority of an executive serving in such position the Chief Financial Officer, subject to the direction power and authority of ParentEVgo Holding, LLC’s (“Holdings”) board of directors managers (the “Board”)) and the Company’s Chief Executive Officer (the “CEO”) to expand or limit such duties, responsibilities, functions and authority generally consistent with Executive’s position. During the Employment Period, Executive shall render such executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position, as the Board or the CEO may from time to time direct. (b) During the Employment Period, Executive shall report to the Board CEO and shall devote his Executive’s best efforts and Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their its Subsidiaries. Executive shall perform his Executive’s duties, responsibilities and functions to Parent, for the Company and their its Subsidiaries hereunder in good faith and to the best of his Executive’s abilities in a diligent, trustworthy, legal, professional and efficient manner and shall comply with Parent’s, the Company’s and their its Subsidiaries’ policies and procedures in all material respects. In performing Executive’s duties and exercising Executive’s authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld)Board, accept other employment or perform other services for compensation; provided. During the Employment Period, that Executive may (i) shall not serve as an officer or director of, or otherwise perform services for compensation for, any other person or entity without the prior written consent of the Board; provided that Executive may serve as an officer or director of, or otherwise participate in purely in, solely educational, welfare, social, religious religious, not-for-profit and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere employment with Executive’s services and obligations hereunder. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilitiesits Subsidiaries. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of more Subsidiaries

Position and Duties. (a) During the Employment Period, the Executive will serve in the position set forth on Schedule A to this Agreement and will render such managerial, analytical, administrative, financial and other executive services to, and shall serve as the President and Chief Executive Officer of Parenthave such responsibilities on behalf of, the Company and their Subsidiaries (its Subsidiaries, as defined below) are from time to time necessary in connection with the management and shall have affairs of the normal dutiesCompany and its Subsidiaries, responsibilities, and authority of an executive serving in such position each case subject to the direction authority of Parent’s board the Board of directors Directors of the Company (the “Board”). (b) to define and limit such executive services. The Executive’s responsibilities shall include, without limitation, those set forth on Schedule A attached hereto. The Executive shall report to the Board and shall will devote substantially all of his best efforts and full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their its Subsidiaries, provided that the Executive will be permitted to (i) serve, with the prior written consent of the Board (such consent not to be unreasonably withheld), as a member of the board of directors or advisory board of charitable organizations, (ii) engage in charitable activities and community affairs, and (iii) manage his personal investments and affairs, except that the Executive will limit the time devoted to the activities described in clauses (i), (ii), and (iii) so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. The Executive shall will perform his duties, duties and responsibilities and functions to Parent, the Company and their Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional businesslike and efficient manner manner. The Executive will report to the person set forth on Schedule A or such other person as is determined by the Board. During the initial year of the Employment Period, the Executive shall have the right to determine if, and shall comply with Parent’swhen, he will relocate to the Company’s and their Subsidiaries’ policies and procedures in all material respectsdesignated office or facility. So long as Thereafter, the Company may require that the Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensation; provided, that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunder. (c) Executive shall perform his duties hereunder at relocate to the Company’s designated office in King of Prussia, Pennsylvaniaor facility. It is understood that Executive shall undertake such business travel The Company has agreed to pay associated moving costs as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of more Subsidiariesprovided for on Schedule A.

Position and Duties. (a) During the Employment Period, Executive Employee shall serve as the President Vice President—Corporate Administration, General Counsel and Chief Executive Officer Secretary of Parent, the Company and their Subsidiaries (as defined below) its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority of an executive serving in such position a Vice President—Corporate Administration, General Counsel and Secretary, provided that Employee’s duties, responsibilities, functions and authority are all subject to the direction power of Parentthe Chief Executive Officer and President of the Company and the Company’s board of directors (the “Board”)) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) Executive During the Employment Period, Employee shall report to the Chief Executive Officer and President and the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parentthe Company, the Company its current and their future, direct and indirect, Subsidiaries. Executive , parents, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions to Parent, the Company and their its Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional businesslike and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiaries’ current policies and procedures in all material respects. So long During the Employment Period, Employee shall not serve as Executive is employed by Parent an officer or the Companydirector of, Executive shall notor otherwise perform services for compensation for, any other entity without the prior written consent of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensationBoard; provided, provided that Executive Employee may (i) serve as an officer or director of of, or otherwise participate in in, purely educational, welfare, social, religious and or civic organizations so long as such activities do not materially interfere with ExecutiveEmployee’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunder. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilitiesemployment. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the Company, directly or through one of or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall continue to serve as the Executive Vice President Human Resources of Seadrill and Chief such offices of the other Group Companies as Executive Officer of Parent, the Company and their Subsidiaries (as defined below) currently holds and shall have the normal duties, responsibilities, responsibilities and authority of an executive serving in such position position, subject to the direction power of Parent’s board of directors (the “Board”)Board or the Chief Executive Officer to expand or limit such duties, responsibilities and authority, either generally or in specific instances. (b) During the Employment Period, Executive shall continue to report to the Board and shall Chief Executive Officer of Seadrill. (c) During the Employment Period, Executive shall: (i) devote his Executive’s best efforts and Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parentthe Company, Seadrill, and all of Seadrill’s subsidiary companies from time to time (each of the Company, Seadrill and such subsidiaries, a “Group Company” and collectively, the Company “Group Companies”); (ii) perform Executive’s duties and their Subsidiaries. Executive shall perform his duties, responsibilities and functions to Parent, the Company and their Subsidiaries hereunder in good faith and to the best of his Executive’s abilities in a faithful, diligent, trustworthy, professional businesslike and efficient manner manner; (iii) keep the Chief Executive Officer fully informed of Executive’s conduct of the business of any Group Company for which Executive is responsible in a prompt and shall timely manner; (iv) obey all reasonable, lawful and proper directions and requests of the Chief Executive Officer; (v) act in such a way as to promote and protect the interests and reputation of every Group Company; (vi) comply with Parent’s, the Company’s and their Subsidiaries’ all Group Company policies and procedures procedures, including anti-corruption and bribery policies; and (vii) bring to the attention of the Chief Executive Officer any relevant material business opportunities for any Group Company of which Executive becomes aware. (d) Executive will not, whether during or outside regular business hours: (i) directly or indirectly be engaged or concerned in all material respects. So long the conduct of any business activity whether as Executive is employed by Parent shareholder, employee, director or other officer (except as a representative of the Company or with the prior written consent of the Board or the CompanyChief Executive Officer, Executive which shall not, not be unreasonably withheld); or (ii) accept any appointment as director of any company which is not a Group Company without the prior written consent of the Board (or the Chief Executive Officer, which consent shall not be unreasonably withheld), accept other employment or perform other services for compensation; provided, that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunder. (ce) Executive shall perform his Executive’s duties hereunder and responsibilities principally at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company in the Houston, Texas area. Executive may be required to perform his duties travel and responsibilities. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority work outside of the board Houston, Texas area from time to time including at other Group Company locations or client locations but, unless otherwise agreed with the Chief Executive Officer, Executive will not be required to live outside of directors or other governing body arethe Houston, at the time of determination, owned by Parent or the Company, directly or through one of more SubsidiariesTexas area.

Position and Duties. (a) During the Employment Period, Executive shall serve as the President and Chief Executive Officer of ParentSyniverse and Syniverse Holdings, the Company and their Subsidiaries (as defined below) Inc., and shall have the normal duties, responsibilities, functions and authority of an executive serving in such position position, subject to the direction power and authority of Parent’s board the Board of directors Directors of Syniverse (the “Board”) to expand or limit such duties, responsibilities, functions and authority and the power and authority of the Board (and the boards of directors of any Subsidiaries or Affiliates of Syniverse that may employ Executive from time to time, as applicable) to overrule actions of officers of the Company; provided that such permitted limitations may, nevertheless, constitute “Good Reason” under Section 8. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Affiliates which are consistent with Executive’s position (including service as an officer or director of any such Affiliate) as the Board may from time to time direct. In addition, during the Employment Period, the Company shall take all necessary actions to nominate and cause the election of Executive to the Board and board of directors of Syniverse Holdings, Inc. in accordance with (and subject to) Section 2(c). (b) During the Employment Period, Executive shall report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their Subsidiariesits Affiliates. Executive shall perform his duties, responsibilities and functions to Parent, the Company and their Subsidiaries its Affiliates hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiariesits Affiliates’ policies and procedures in all material respects. So long as Executive is employed by Parent or In performing his duties and exercising his authority under the CompanyAgreement, Executive shall notdevelop, support and implement the business and strategic plans approved from time to time by the Board. During the Employment Period, Executive shall not accept other employment, serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensationBoard; provided, provided that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services employment hereunder. The Company and obligations hereunder, Executive agree that during the Employment Period (i) Executive’s principal location of employment with the Company shall be determined by the Board in consultation with Executive and (ii) make Executive shall work at such locations as may be necessary or appropriate from time to time to fulfill his duties for the Company and manage personal investments of his choice so long as such activities do not materially interfere with Executiveits Affiliates under this Agreement or otherwise (including, without limitation, at the Company’s services and obligations hereunderheadquarters in Tampa, Florida). (c) Executive shall perform his duties hereunder at With respect to all regular elections of the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties Board and responsibilities. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or of Syniverse Holdings, Inc. during the Employment Period, the Company shall use its reasonable efforts to nominate and cause the election of, Executive to serve as a member of the Board and the board of directors of Syniverse Holdings, Inc. During the duration of the Employment Period, the Company shall ensure that Executive is the most senior and chief executive officer of the Company and reports only to the Board and the board of directors of Syniverse Holdings, Inc. Upon the termination of the Employment Period, Executive shall resign as a member of the Board, the board of directors of Syniverse Holdings, Inc. and all other governing body arebodies of the Company and its Affiliates, at as the time of determination, owned by Parent or the Company, directly or through one of more Subsidiariescase may be.

Position and Duties. (a) During the Employment Period, the Executive shall serve as the President and Co-Chief Executive Officer of Parent, the Company and their Subsidiaries (as defined below) and shall have the normal duties, responsibilities, responsibilities and authority of an executive serving in such position the Co-Chief Executive Officer, subject to the direction power of Parent’s the board of directors of the Company (the “"Board”)") and the powers delegated to the Executive's superiors (if any) by the Board. (b) The Executive shall report to the Board Board, and the Executive shall devote his best efforts and full substantially all of his business time time, attention and attention energies (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their Subsidiariesits Subsidiaries (as defined below). The Executive shall perform his duties, duties and responsibilities and functions to Parent, the Company and their Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’sbusinesslike manner. During the Employment Period, the Company’s and their Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or the Company, Executive shall notnot engage in any business activity which, without in the prior written consent reasonable judgment of the Board (which consent shall Board, materially conflicts with the duties of the Executive hereunder, whether or not be unreasonably withheld)such activity is pursued for gain, accept profit or other employment or perform other services for compensationpecuniary advantage; provided, however, that the Company acknowledges that the Executive may (i) devote such time that the Executive deems appropriate for managing his own investment portfolio and may serve as an officer a member of the boards of directors of non-profit or director of or otherwise participate in purely educational, welfare, social, religious and civic charitable organizations so long as such activities do not materially interfere with Executive’s services and the Executive shall at all times adequately fulfill his obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunderpursuant to this Section 2(b). (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “(i) "Subsidiaries” " shall mean any corporation corporation, partnership, limited liability company or other entity similar business organization of which the securities or other ownership interests having the voting power to elect a majority of the board of voting power in electing directors or other the comparable governing body or Person are, at the time of determination, owned by Parent or the Company, directly or through one of or more Subsidiaries; and (ii) "Person" shall be construed broadly and shall include, without limitation, an individual, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, a limited liability company and a governmental entity or any department or agency thereof.

Position and Duties. (a) During the Employment Period, Executive shall serve be employed by Company as the President its Chairman and Chief Executive Officer through December 31, 2001 (the "Initial Term"). Executive shall report directly and solely to Company's Board of Parent, Directors ("Board"). The Board agrees to nominate Executive for election to the Company Board as a member of the management slate at each annual meeting of stockholders during the Initial Term and their Subsidiaries (the Optional Term. Executive agrees to serve on the Board if elected. The duties and responsibilities of Chairman and Chief Executive Officer shall be as defined below) in the By-Laws of Company in effect as of the date hereof, and shall have the normal duties, responsibilities, and authority be without consideration of an executive serving in such position subject other positions Executive may hold with Company. Executive's services are mutually agreed to the direction of Parent’s board of directors (the “Board”)be unique. (b) Executive shall report to the Board and shall devote his best efforts and full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their Subsidiaries. Executive shall perform his duties, responsibilities and functions to Parent, the Company and their Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiaries’ policies and procedures in all material respects. So long as Executive is be employed by Parent or Company as its Chairman from January 1, 2002 through December 31, 2002 (the Company, Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld"Optional Term"), accept other employment or perform other services for compensation; provided, that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunder. (c) Executive shall perform his duties hereunder at be employed by Company as its Vice Chairman or in such other executive officer capacity as the Company’s office in King of PrussiaBoard shall determine and he may accept from January 1, Pennsylvania2003 through December 31, 2003 (the "Extended Term"). It is understood that During such period, Executive shall undertake such business travel as reasonably required by Parent or report directly and solely to the Company to perform his duties and responsibilitiesBoard. (d) For purposes During Executive's period of this Agreementservice hereunder, “Subsidiaries” Executive agrees to perform such services not inconsistent with his position as shall mean any corporation or other entity from time to time be assigned to him by Company's Board. During the Initial Term, except for disability, illness and reasonable vacation periods, Executive shall devote substantially his full productive time, attention, and energies to the position of which Chairman and Chief Executive Officer. (e) Without the securities or other ownership interests having the voting power to elect a majority prior express authorization of the board of directors or other governing body areCompany, at the time of determination, owned by Parent or the CompanyExecutive shall not, directly or through one indirectly, during the term of service: (1) Render services of a business, professional or commercial nature to any other person or firm, whether for compensation or otherwise; or (2) Engage in any activity competitive with or adverse to Company's business or welfare, whether alone, as a partner, or as an officer, director, employee or holder (directly or indirectly, such as by means of a trust or option arrangement) of more Subsidiariesthan 1% of the capital stock of any class of any other corporation. Notwithstanding the foregoing requirement of substantially full-time services to be rendered by Executive on behalf of Company, his expenditure of reasonable amounts of time in connection with outside activities, not competitive with Company's business, such as additional outside directorships (but only with Board approval), or charitable or professional activities, or, after the Initial Term, other business ventures shall not be considered to be in violation of this Agreement subject, however, to the requirement that in no event shall any such activities materially interfere with the performance of Executive required under this Agreement. Further, it is understood and agreed by the parties hereto that Executive is entitled to engage in passive and personal investment activities not materially interfering with his performance hereunder. Service as an executive of an affiliate of Company, whether separately compensated or not, shall not be considered to be in contravention of this paragraph.

Position and Duties. (a) During the Employment Period, Executive shall serve as the President and Chief Executive Officer of Physicians Formula Holdings, Inc. ("Parent"), the parent company of the Company, and the Company and their Subsidiaries (as defined below) and shall have the normal duties, responsibilities, functions and authority of an executive serving in such position the President, subject to the direction power and authority of Parent’s board Board of directors Directors (the “"Board”)") to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of Parent or the Company, as applicable. During the Employment Period, Executive shall render such administrative, and other executive and managerial services to Parent and its Subsidiaries which are consistent with Executive's position as the Board may from time to time direct. (b) During the Employment Period, Executive shall report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company Parent and their its Subsidiaries. Executive shall perform his duties, responsibilities and functions to Parent, the Company Parent and their its Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s and their its Subsidiaries’ ' policies and procedures in all material respects. So long as Executive is employed by Parent or During the CompanyEmployment Period, Executive shall notnot serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensationBoard; provided, provided that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations 's employment hereunder. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “"Subsidiaries” " shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by Parent or the CompanyParent, directly or through one of or more Subsidiaries.

Position and Duties. (a) (i) During the Employment Initial Period, the Executive shall serve as the President and Chief Operating Officer of the Company, and, (ii) during the Second Period, the Executive shall cease serving as the Chief Operating Officer and shall serve as the Chief Executive Officer and President of the Company, in the case of each of (i) and (ii), with such authority, power, duties and responsibilities as are commensurate with such positions and as are customarily exercised by a person holding such positions in a company of the size and nature of the Company. During the Initial Period, the Executive shall be responsible for the Company’s Regional Banking, Operations & Technology, Marketing, Lending, Mortgage Lending and Insurance Brokerage businesses. During the Initial Period, the Executive shall report directly to the Chief Executive Officer of Parentthe Company (the “Initial CEO”) and during the Second Period, the Company and their Subsidiaries (as defined below) and Executive shall have the normal duties, responsibilities, and authority of an executive serving in such position subject report directly to the direction Board of Parent’s board Directors of directors the Company (the “Board”). During the Employment Period, the Executive shall serve as a member of the Board. The Board shall appoint the Executive to the positions specified above at the times specified above throughout the Employment Period. During the Employment Period, the Executive shall perform his duties at the Company’s corporate headquarters. (b) The Executive shall report to agrees that during the Board and Employment Period, he shall devote his best efforts and full business time time, energies and attention (except for permitted vacation periods talents to serving in the positions described in Section 3(a) and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and their Subsidiaries. Executive he shall perform his duties, responsibilities duties faithfully and functions efficiently subject to Parentthe directions of the Board. Notwithstanding the foregoing provisions of this Section 3(b), the Company Executive may (i) serve as a director, trustee or officer or otherwise participate in not-for-profit educational, welfare, social, religious and their Subsidiaries hereunder in good faith and to the best civic organizations; (ii) serve as a director of his abilities in a diligentany for-profit business, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s and their Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld); and (iii) acquire passive investment interests in one or more entities, accept to the extent that such other employment or perform other services for compensation; provided, that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially inhibit or interfere with the performance of the Executive’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunder. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of under this Agreement, “Subsidiaries” shall mean any corporation or other entity of which to the securities or other ownership interests having the voting power to elect a majority knowledge of the board Executive conflict in any material way with the business or policies of directors the Company or other governing body are, at any subsidiary or affiliate thereof (the time of determination, owned by Parent or the Company, directly or through one of more Subsidiaries“Affiliated Entities”).

Position and Duties. (a) During the Employment Period, Executive shall serve as the Senior Vice President and Chief Executive Officer Engraving/GM Tempe of Parent, the Company and their Subsidiaries (as defined below) and shall have the normal duties, responsibilities, functions and authority of an executive serving in such position the Senior Vice President Engraving/GM Tempe, subject to the direction power and authority of Parentthe Board or the Chief Executive Officer to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to ▇▇▇▇▇▇▇ and its Subsidiaries which are consistent with Executive’s board of directors (position as the “Board”)Board or the Chief Executive Officer may from time to time direct. (b) During the Employment Period, Executive shall report to the Board and the Chief Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company ▇▇▇▇▇▇▇ and their its Subsidiaries. Executive shall perform his duties, responsibilities and functions to Parent, the Company ▇▇▇▇▇▇▇ and their its Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with Parent’s, the Company’s and their its Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or During the CompanyEmployment Period, Executive shall notnot serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensationBoard; provided, provided that Executive may (i) serve as an officer or director of of, or otherwise participate in in, purely educational, welfare, social, religious and or civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunderemployment. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (d) For purposes of this Agreement, “Subsidiaries” shall mean mean, with respect to any corporation Person, any corporation, limited liability company, partnership, association, or other business entity of which the securities or other ownership interests having the voting power to elect (i) if a corporation, a majority of the board total voting power of directors shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or other governing body are, trustees thereof is at the time of determination, owned by Parent or the Companycontrolled, directly or through indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more SubsidiariesSubsidiaries of the Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control any managing director or member or general partner of such limited liability company, partnership, association, or other business entity. For purposes of this Agreement, “Person” shall mean an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a governmental entity or any department, agency, or political subdivision thereof.