Common use of Position and Duties Clause in Contracts

Position and Duties. (a) During the Employment Term, the Employee shall serve as Chief Executive Officer and (to the extent elected or appointed as a director of the Company) Chairman of the Board of the Company, accountable only to the Board of Directors of the Company (the "Board"). In such capacities, the Employee shall perform the duties of Chief Executive Officer and Chairman of the Board, as set forth in the Company's Bylaws, as they may be amended from time to time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are from time to time delegated to the Employee by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of the Board of an enterprise comparable to the Company. (b) During the Employment Term, the Employee shall devote a substantial majority of his time, skill, and attention and his best efforts during normal business hours to the business and affairs of the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the Company. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. (a) During The Employer hereby employs the Employment Term, the Employee shall Executive to serve as the President, Secretary and Chief Executive Officer and (to the extent elected or appointed as a director “CEO”) of the CompanyEmployer. b) Chairman As President and CEO of the Board of Employer, the Company, accountable only Executive shall: (i) report to the Board of Directors (the “Board”); and (ii) be responsible for the operation, financial and managerial affairs of the Company (the "Board"). In such capacities, the Employee shall perform the duties of Chief Executive Officer and Chairman of the Board, as set forth in the Company's Bylaws, as they may be amended from time to time, Employer and shall have all authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, functions, responsibilitiesauthorities, and authority commensurate with such offices responsibilities as are from time to time delegated may reasonably be assigned to the Employee Executive by the Board. c) As Secretary of the Employer, provided that such the Executive shall (i) report to the Board; and (ii) be responsible for maintaining the Company’s corporate books and records, prepare and issue Board meeting notices, attend all Board meetings for the purpose of preparing minutes and resolutions, shall have all authorities and responsibilities commensurate with the duties, functions, responsibilitiesauthorities and responsibilities of persons in similar capacities in similarly sized companies, and authority are such other duties, authorities, and responsibilities as may reasonably be assigned to the Executive by the Board. d) Executive shall make reasonable best efforts to devote all of his business time, attention, skills, and customary for bests efforts to his position on a person serving as Chief full-time basis. Notwithstanding the foregoing, Executive Officer shall be permitted to own equity interests in other privately held companies that do not compete with the Employer and Chairman privately held competitors provided Executive does not own more than ten (10%) percent in the aggregate of the Board voting capital stock of any such competing company on an enterprise comparable as-if converted basis and so long as Executive has no active participation in the business of any such competing company, and Executive shall be able to participate in the operations of such companies so long as his participation does not interfere with his role and responsibilities at the Company. (be) During the Employment Term, the Employee shall devote a substantial majority of his time, skill, and attention and his best efforts during normal business hours Subject to the business and affairs of the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities prior approval by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director of the Company, the Executive (i) may serve on the board of directors for up to two (2) other private or public companies; and (ii) subject to notice, but not prior approval, may serve on the board of directors for up to two (2) charitable organizations as a director and officer of any subsidiary recognized under Section 503(c) of the CompanyInternal Revenue Code (“IRC”). Notwithstanding, and as a member of any committee of the Board or of foregoing, the Executive presently serves on the board of directors of any subsidiary of Beat Dyslexia Strong, Inc. d/b/a the CompanyBDS Foundation. (df) All services that the Employee The Executive will be required to comply with all Employer policies as may render exist and be in effect from time to time. g) The Executive represents and warrants to the Company Employer that he is under no obligation or commitments, whether contractual or otherwise, that are inconsistent with his obligations under this Agreement. The Executive represents and warrants that he will not use or disclose, in connection with his employment by the Employer, any trade secrets or proprietary information or intellectual property in which the Executive or any of its subsidiaries in other person has any capacity during right, title or interest and that his employment by the Employment Term shall be deemed to be services required Employer as contemplated by this Agreement and consideration for will not infringe or violate the compensation provided for hereinrights of any other person.

Position and Duties. 2.1 Employer shall employ Employee as the Executive Chairman of Employer, subject to the terms, conditions and provisions of this Agreement. In such capacity, Employee shall, prior to an IPO, report exclusively to Employer’s Board of Directors (athe “Board”) During and, following an IPO, EGH’s Board of Directors (the Employment Term“EGH Board”). Employee, together with ▇▇▇▇▇ ▇▇▇▇▇▇▇ (so long as ▇▇. ▇▇▇▇▇▇▇ is serving as the chief executive officer of Employer or EGH) shall: (i) be responsible for managing the day-to-day operations and activities of Employer and its respective Affiliates (collectively, with EGH, the Employee shall serve as Chief Executive Officer “Employer Group”), with such duties, responsibilities and authorities customarily associated with such position, and (ii) have the final power and authority to decide any matter regarding the extent elected or appointed as a director of Employer Group (clauses (i) and (ii), the Company“EC Authority”), subject to, (x) Chairman prior to an IPO, all rights of the Board of the Company, accountable only to the Board of Directors of the Company (the "Board"). In such capacities, the Employee shall perform the duties of Chief Executive Officer and Chairman of the Board, as set forth in the Company's BylawsLLC Agreement (including, without limitation, with respect to the Specified Board Matters (as defined in the LLC Agreement), and (y) following an IPO, all rights of the EGH Board and the Executive Committee of the EGH Board (the “EGH Executive Committee”), including, without limitation, with respect to matters that require the approval of EGH Board or EGH Executive Committee, as they may be amended from applicable. If the EGH Executive Committee is dissolved and no replacement committee exists as of the applicable time to timeof determination, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are from time to time delegated references herein to the Employee by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief EGH Executive Officer and Chairman of the Board of an enterprise comparable Committee shall be deemed to be references to the CompanyEGH Board. Following an IPO, EGH shall take all actions necessary to appoint Employee as an officer of EGH with the title “Executive Chairman” and with all EC Authority in respect of EGH, and, all references to the Employer shall be deemed to include EGH. (b) During 2.2 Employee accepts such employment and agrees to render services as provided herein, all of which services shall be performed conscientiously and to the Employment Term, the fullest extent of Employee’s ability. Employee shall devote a substantial majority substantially all of his time, skill, and attention and his best efforts during normal Employee’s business hours time to the business and affairs Employer Group during the term of the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the this Agreement; except nothing in this Agreement shall preclude Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and from serving as a member of any committee of the Board or of the board of directors of any subsidiary charitable, educational, religious or entertainment industry trade, public interest or public service organization (but not as a member of the Companyboard of directors of a “for-profit” entity not part of the Employer Group unless approved by the Board or as set forth on Annex A hereto), in each instance not inconsistent with the business practices and policies of Employer, or from devoting reasonable periods of time to the activities of the aforementioned organizations, unless such activities interfere in any material respect with the performance of Employee’s duties and responsibilities hereunder to the Employer Group. 2.3 Employee shall be entitled, but not obligated, to serve on the Board (dand any committee thereof) All services that and the Employee may render EGH Board (and any committee thereof, including the EGH Executive Committee, to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required extent permitted by this Agreement applicable law and consideration for the compensation provided for hereinlisting standards).

Position and Duties. (a) During the Employment TermPeriod, the Employee Executive shall serve as Chief Executive Officer the ____________of the ___________________ Group of the Company or any successor to such Group, in each case as constituted from time to time (the "Group"), and (shall have the normal duties, responsibilities and authority of an executive serving in such position, subject to the extent elected or appointed as a director power of the Company) Chairman of the Board of the Company, accountable only to the Board of Directors of the Company (the "Board"). In such capacities, ) or the Employee shall perform the duties of Chief Executive Officer and Chairman President of the BoardCompany to expand or limit such duties, as set forth responsibilities and authority, either generally or in specific instances. Executive shall have the Company's Bylawstitle ____________________ of the Group, as they may be amended 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 shall have such other dutieshe is elected to it, functions, responsibilities, as a ____________ of the Company for so long as the Board elects or appoints him to that position and authority commensurate with such offices as are from time to time delegated to a director of any affiliate of the Employee Company designated by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary Board for a person serving so long as Chief Executive Officer and Chairman of the Board of an enterprise comparable causes him to the Companybe elected to such position. (b) During the Employment Term, the Employee Executive shall devote a substantial majority of his time, skill, and attention and his best efforts during normal business hours report to the business and affairs President of the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interferenceCompany. (c) During the Employment TermPeriod, Executive shall devote his best efforts and his full business time and attention (except for permitted vacation periods, reasonable periods of illness or other incapacity and, provided such activities do not exceed those in which Executive has engaged in the Employee shall servepast, if elected or appointed, as a director participation in charitable and civic endeavors and management of Executive's personal investments and business interests) to the business and affairs of the Group and the business and affairs of any other group of the Company, as a director and officer of any subsidiary division of the Company, and as a member of or any committee subsidiary or affiliate of the Board Company (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 and responsibilities to the best of the board of directors of any subsidiary of the Companyhis abilities in a diligent, trustworthy, businesslike and efficient manner. (d) All services Executive shall perform his duties 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 Employee may render to past in the Company or any ordinary course of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for business of the compensation provided for hereinCompany.

Position and Duties. (a) During the Employment Term, the Employee Executive shall serve as Chairman and Chief Executive Officer and (to the extent elected or appointed as a director of the Company) Parent and the Chairman of the Board of the CompanyBank, accountable only shall at all times report solely to the Board of Directors of the Company Parent (the "“Board"). In such capacities, ”) and the Employee shall perform the duties Board of Chief Executive Officer and Chairman Directors of the Board, Bank (as set forth in the Company's Bylaws, as they may be amended from time to timeapplicable), and shall have undertake such other duties, functions, responsibilities, and authority commensurate consistent with such offices titles and positions, as are may be assigned to him from time to time delegated to the Employee by the Board, provided that such dutiesincluding serving on committees of the Parent and the Bank as required in the Parent’s or the Bank’s bylaws and as appointed from time to time by the Board, functionskeeping the Board informed of industry and regulatory developments regarding the Parent or the Bank, and coordinating with Bank personnel and third parties to the extent necessary to further the strategic plan of the Parent and the Bank. In addition, the Board and/or its Compensation Committee (the “Compensation Committee”) shall provide the Executive with annual goals and responsibilities, as outlined in a "performance evaluation," after consulting with the Executive about the goals and responsibilities, and authority are reasonable and customary for a person serving it is the Executive's responsibility to meet or exceed these goals as Chief Executive Officer and Chairman of the Board of an enterprise comparable to the Company. (b) During the Employment Term, the Employee shall devote a substantial majority of his time, skill, and attention and his best efforts during normal business hours to the business and affairs of the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof reasonably determined by the Board and/or Compensation Committee. The Executive will be based at the Bank's facility currently located in Palm Beach Gardens, Florida, subject to customary travel and been given a reasonable period in which business requirements, including the potential need to cure such interference. (c) During spend several days per week at one of the Employment TermBank’s other facilities. While the Executive is employed under this Agreement, the Employee Board shall serve, if elected or appointed, as a director of nominate the Company, as a director and officer of any subsidiary of the Company, and Executive as a member of any committee of the Board or at each annual shareholders’ meeting during the Term, including any extension thereof; the Executive shall serve on the Board without additional compensation. In performing duties pursuant to this Agreement, the Executive shall devote his full business time, energy, skill and best efforts to promote the Parent and the Bank and their business and affairs; provided that, subject to Sections 10, 12 and 13 of this Agreement, the board Executive shall have the right to serve on boards of directors (or equivalent bodies) of any subsidiary commercial entities fully disclosed in writing by the Executive to, and acknowledged in writing by, the Compensation Committee, manage and pursue personal and family interests, make passive investments in securities, real estate, and other assets, and also to participate in charitable and community activities and organizations, so long as such activities do not adversely affect the performance by the Executive of the Company. (d) All services that the Employee may render his duties and obligations to the Company or any of its Parent and/or the Bank and/or their subsidiaries in any capacity during (collectively, the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein“Bank Group”).

Position and Duties. (a) During the Employment TermPeriod, the Employee Executive shall serve as Chief Executive Officer the President of D.M. ▇▇▇., and (to shall have the extent elected or appointed as a director normal duties, responsibilities and authority of an executive serving in such position, under the Company) Chairman direction of the Board of the Company, accountable only to the Board of Directors of the Company (the "BoardBOARD"). In such capacities, the Employee shall perform the duties of Chief Executive Officer and Chairman the Chief Operating Officer of the Board, as set forth in Company and the Board of Directors of D.M. ▇▇▇. (b) Until the Company's Bylaws2000 annual meeting of stockholders, Executive shall serve as they may be amended from time to time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are from time to time delegated to the Employee by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman director of the Board of an enterprise comparable to the Company. (bc) Executive shall report to the Chief Operating Officer of the Company. (d) During the Employment TermPeriod, the Employee Executive shall devote a substantial majority his full business time and attention (except for permitted vacation periods, reasonable periods of illness or other incapacity and, provided such activities do not exceed those in which Executive has engaged in the past while serving as the President of D.M. ▇▇▇.'s predecessor, participation in charitable and civic endeavors and management of Executive's personal investments and business interests) to the business and affairs of D.M. ▇▇▇.; provided that the Company may require Executive to devote up to 10% of his time, skill, and attention and his best efforts during normal business hours time to the business and affairs of the Company necessary to discharge faithfully and efficiently the its other subsidiaries and affiliates. Executive shall perform his duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion best of his time abilities in a diligent, trustworthy, businesslike and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interferenceefficient manner. (ce) During the Employment TermExecutive shall be based at a location in, and shall perform his duties and responsibilities principally in, the Employee Chicago metropolitan area, and shall serve, if elected or appointed, as a director not be required to travel outside that area significantly more extensively than he has done in the past in the ordinary course of the Company, as a director and officer business of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the CompanyD.M. ▇▇▇.'s predecessor. (df) All services that the Employee may render to Nothing contained in this Paragraph 2 shall constitute a waiver by either the Company or Executive of any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for provisions of Section 2.4 (g)(iv) of the compensation provided for hereinCombination Agreement.

Position and Duties. (a) During the Employment Term, the Employee Executive shall serve as the President and Chief Executive Officer and (to the extent elected or appointed as a director of the Company) Chairman of the Board of the CompanyCompany with such responsibilities, accountable only duties and authority normally associated with such position and as may from time to time be reasonably assigned to Executive by the Board of Directors of the Company (the "“Board"”). Executive shall report directly to the Board. At the Company’s request, Executive shall serve the Company and/or its subsidiaries in such other capacities in addition to the foregoing as the Company shall designate, provided that such additional capacities are consistent with Executive’s position as the Company’s President and Chief Executive Officer. In the event that Executive serves in any one or more of such additional capacities, Executive’s compensation shall not be increased on account of such additional service (unless otherwise determined by the Employee Board). Executive will use Executive’s best efforts to promote the interests, prospects and condition (financial and otherwise) and welfare of the Company and shall perform Executive’s fiduciary duties and responsibilities to the duties Company to the best of Chief Executive’s ability . Executive Officer shall devote substantially all of Executive’s business time, attention and Chairman energies to the business interests of the Company, its parent or subsidiary entities while employed by the Company, except as provided for herein or otherwise specifically approved in writing by the Board, as which approval shall not be unreasonably withheld; provided that, it shall not be a violation of this Agreement for Executive to (i) manage Executive’s personal, financial and legal affairs, and (ii) participate in trade associations and charitable and community affairs for no consideration, and (iii) serve on the board of directors or advisory boards of other companies/organizations set forth in the Company's Bylawson Exhibit A, as they may be amended from time to time, in each case, subject to compliance with this Agreement and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are from time to time delegated to the Employee by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of the Board of an enterprise comparable to the Company. (b) During the Employment Term, the Employee shall devote a substantial majority of his time, skill, and attention and his best efforts during normal business hours to the business and affairs of the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests activities do not materially interfere with the Employee's Executive’s performance of his Executive’s duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties and responsibilities hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interferenceor violate Articles IV or V of this Agreement. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the Company. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. (ai) During the Employment TermPeriod, the Employee shall Executive shall, subject to Section 2(a)(ii), serve as Executive Chairman of the Company with the customary and usual duties and responsibilities attendant to a position of such nature in a company that also has a Chief Executive Officer and Chief Operating Officer and in which the Executive Chairman is not a full-time employee, and any other duties that may reasonably be assigned by the Company’s Board of Directors (the “Board”) consistent with his position as Executive Chairman and the part-time nature of his employment (taking into consideration that the Company has a Chief Executive Officer and Chief Operating Officer), and subject to such policies and procedures for coordinating and consulting with the Chief Executive Officer consistent with the foregoing as the Board, after consultation with the Executive, may adopt, from time to time. It is understood that a portion of the Executive’s duties and responsibilities contemplated above shall be provided to Morgans Group LLC (the “Operating Company”). The Executive shall report to the extent elected Board. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote a sufficient portion of the Executive’s business time, attention and energies to the performance of the duties contemplated by Section 2(a)(i) so that Executive can fulfill those duties, and to perform such duties faithfully, diligently and to the best of the Executive’s abilities and subject to such laws, rules, regulations and policies from time to time applicable to the Company’s executives. The Company acknowledges that the Executive is committed to devote at least a majority of his business time, attention, and energies to performance of his duties under his employment agreement with NorthStar Realty Finance Corp. (together with its subsidiaries, as the context may require, “NorthStar”) and as a director of NorthStar, and agrees that Executive’s doing so shall not constitute “Cause” or appointed a violation of this Agreement. (iii) During the Employment Period, (i) the Executive agrees to continue to serve as a director of the Company; and (ii) Chairman of the Board of the Company, accountable only to the Board of Directors of the Company (the "Board"). In such capacities, the Employee shall perform the duties of Chief Executive Officer and Chairman of the Board, as set forth in the Company's Bylaws, as they may be amended from time to time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are from time to time delegated to the Employee by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of the Board of an enterprise comparable to the Company. (b) During the Employment Term, the Employee shall devote a substantial majority of his time, skill, and attention and his best efforts during normal business hours to the business and affairs of the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunder; provided, however, in no event Executive shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference. (c) During the Employment Term, the Employee shall serve, if elected or appointed, nominated for election as a director of the Company at each annual meeting of the Company, ’s stockholders or other meeting of the Company’s stockholders at which directors are elected. Any failure by the Board to nominate the Executive for election as a director and officer of any subsidiary of the CompanyCompany in accordance with clause (ii) above, and as a member of any committee failure to be elected to the Board, failure to be elected Chairman of the Board or failure to be appointed to serve as Chairman of the board of directors of any subsidiary Investment Committee of the Company. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration constitute Good Reason for the compensation provided for hereinExecutive to terminate his employment in accordance with Section 3(c) of this Agreement.

Position and Duties. (a) During the Employment TermTerm (as defined in Section 2 hereof), the Employee shall serve as the Chief Executive Officer of the Company and (to the extent elected or appointed Business and, upon appointment as provided in Section 1(d) below, as a director member of the Company) Chairman of the Board of the Company, accountable only to the Board of Directors of the Company (the "“Board"”). In such capacitiesthis capacity, the Employee shall perform have responsibility for the duties of Chief Executive Officer general management and Chairman control of the Board, as set forth in business and affairs of the Company's Bylaws, as they may be amended from time to time, Company and the Business and shall have all duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, functions, responsibilities, authorities and authority commensurate with such offices responsibilities as are the Chairman (the “Chairman”) of the Board shall designate from time to time delegated to that are not inconsistent with the Employee by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving Employee’s position as Chief Executive Officer and Chairman of the Board Company and/or the Business. Such duties include, but are not limited to (1) managing the day-to-day operations of an enterprise comparable the Company and the Business, (2) managing the efforts of the Company and the Business to comply with applicable laws and regulations, (3) promotion of the Company and the Business and their respective services, (4) supervising employees of the Company and the Business, (5) providing prompt and accurate reports to the Board regarding the affairs and condition of the Company and the Business, and (6) making recommendations to the Board concerning the strategies, capital structure, tactics, and general operations of the Company and the Business. As the Chief Executive Officer of the Company, the Employee shall report to (1) the Chairman and (2) the board of directors of any subsidiary he may serve hereunder. As the Chief Executive Officer of the Business, the Employee shall report to the board of directors of the Business. (b) During the Employment Term, the Employee shall devote a substantial majority all of his the Employee’s business time, skillenergy and skill and the Employee’s best efforts to the performance of the Employee’s duties with the Company; provided, that the foregoing shall not prevent the Employee from (i) serving on the boards of directors of non-profit organizations and, with the prior written approval of the Board in each instance, other for-profit companies, (ii) participating in charitable, civic, educational, professional, community or industry affairs, and attention and his best efforts during normal business hours to (iii) managing the business and affairs Employee’s passive personal investments; so long as such activities do not, individually or in the aggregate, interfere or conflict with the Employee’s duties hereunder or create a potential conflict of interest; provided further, that the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to foregoing shall not prevent the Employee herein from participating in other non-passive activities if, as and when approved by the Board, in each instance. If the Board determines, in its sole discretion, that any outside activity or pursuant heretoactivities pose or will pose a conflict of interest, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially commitments required interfere with the Employee's performance of his the Employee’s duties hereunder; provided, howevereven if previously approved, in no event shall such other activities by the Employee be deemed to materially interfere with shall, at the Employee's duties hereunder until request of the Employee has been notified in writing thereof by Board, cease such activities at the Board and been given a reasonable period in which to cure such interferenceearliest available opportunity. (c) During the Employment Term, the The Employee shall serve, if elected serve hereunder as an officer or appointed, as a director of the Company, as a director and officer of any subsidiary or division of the Company, and as a member of Company that includes any committee portion of the Board or of Business as requested by the board of directors of Company from time to time without any additional compensation therefor. The Company may, without limiting its liability hereunder, cause any subsidiary of to assume the Company’s obligations hereunder. (d) All services that The Board shall take such action as may be necessary to appoint or elect the Employee may render to as a member of the Company or any Board as of its subsidiaries in any capacity the Effective Date. Thereafter, during the Employment Term (as defined in Section 2 hereof), the Board shall nominate the Employee for re-election as a member of the Board at the expiration of the then current term; provided, that the foregoing shall not be deemed required to be services required the extent prohibited by this Agreement and consideration for the compensation provided for hereinlegal or regulatory requirements.

Position and Duties. (a) During 4.1 The Executive is employed by the Employment Term, the Employee shall serve as Chief Executive Officer and (to the extent elected or appointed as a director of the Company) Chairman of the Board of the Company, accountable only to the Board of Directors of the Company (the "Board"). In such capacities, the Employee shall perform the duties of Chief Executive Officer and Chairman of the Board, as set forth Employer in the Company's Bylaws, Position. 4.2 The Executive will perform duties and have responsibilities consistent with the Position and as they may be amended designated or assigned by the Employer from time to time. The Executive’s initial duties and responsibilities are set out in Schedule 2. 4.3 The Executive must report to the Chief Executive Officer, and shall have such or other duties, functions, responsibilities, and authority commensurate with such offices position as are may be nominated by the Employer from time to time delegated time. 4.4 In the performance of the Duties, and at all times during the Employment, the Executive must: (1) serve the Employer faithfully, honestly and diligently; (2) act at all times in the Employer’s and the Group’s best interests; (3) use the Executive’s best endeavours to protect and promote the reputation and business interests of the Employer and the Group; (4) not act in conflict with the interests of the Employer or any Group Company; (5) perform the Duties with all due care and skill, and to the Employee best of the Executive’s knowledge and abilities; (6) work the hours reasonably necessary to perform the Duties, which may include work outside the Employer’s normal business hours, on weekends and public holidays; (7) act in a professional and ethical manner; (8) comply with all reasonable and lawful directions of the Employer; (9) comply with the policies and procedures of the Employer and the Group; (10) maintain any and all registrations, qualifications, certifications and professional standards which are necessary for him to fulfil the Duties in accordance with the Corporations Act; (11) comply with state and federal laws relating to health and safety, discrimination, bullying and harassment; (12) act at all times within the levels of authority delegated by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as ; and (13) provide the Chief Executive Officer Officer, Board and Executive Chairman with information and reports: (a) about the affairs of the Employer, as the Board of an enterprise comparable may request from time to the Company.time; and (b) During generally, so as to keep the Employment TermBoard fully informed of all material developments in or relevant to the Employer’s affairs, within the scope of the Duties. 4.5 The Parties agree that the Executive’s Position, Duties, role and levels of responsibility may be varied from time to time. Irrespective of any such variations, the Employee shall devote a substantial majority remaining terms and conditions of his timethis Agreement will continue to apply, skill, and attention and his best efforts during normal unless otherwise agreed in writing. 4.6 The Executive will not accept any payment or other benefit as an inducement or reward for any act or omission in connection with any matter or business hours to the business and affairs transacted by or on behalf of the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein Employer or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the Group Company. (d) All services that 4.7 Nothing in clause 4 limits the Employee may render Executive’s duties of good faith or fidelity to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for hereinEmployer.

Position and Duties. (a) During the Employment TermTerm (as defined in Section 2 hereof), the Employee shall serve as the Chief Executive Operating Officer and (to the extent elected or appointed as a director of the Company. In this capacity, the Employee shall have all duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as the Chairman (the “Chairman”) Chairman of the Board of the Company, accountable only to the Board of Directors of the Company (the "“Board"). In such capacities, the Employee ”) shall perform the duties of Chief Executive Officer and Chairman of the Board, as set forth in the Company's Bylaws, as they may be amended from time to time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are designate from time to time delegated that are not inconsistent with the Employee’s position as Chief Operating Officer of the Company. The Employee shall report to (1) the Employee Chairman, (2) if, as and when requested by the BoardChairman, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as the Chief Executive Officer and Chairman of the Board Company, (3) if, as and when requested by the Chairman, the President of an enterprise comparable to the Company., and (4) the board of directors of any subsidiary he may serve hereunder (b) During the Employment Term, the Employee shall devote a substantial majority all of his the Employee’s business time, skillenergy and skill and the Employee’s best efforts to the performance of the Employee’s duties with the Company; provided, that the foregoing shall not prevent the Employee from (i) serving on the boards of directors of non-profit organizations and, with the prior written approval of the Board in each instance, other for-profit companies, (ii) participating in charitable, civic, educational, professional, community or industry affairs, and attention and his best efforts during normal business hours to (iii) managing the business and affairs Employee’s passive personal investments; so long as such activities do not, individually or in the aggregate, interfere or conflict with the Employee’s duties hereunder or create a potential conflict of interest; provided further, that the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to foregoing shall not prevent the Employee herein from participating in other non-passive activities if, as and when approved by the Board, in each instance. If the Board determines, in its sole discretion, that any outside activity or pursuant heretoactivities pose or will pose a conflict of interest, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially commitments required interfere with the Employee's performance of his the Employee’s duties hereunder; provided, howevereven if previously approved, in no event shall such other activities by the Employee be deemed to materially interfere with shall, at the Employee's duties hereunder until request of the Employee has been notified in writing thereof by Board, cease such activities at the Board and been given a reasonable period in which to cure such interferenceearliest available opportunity. (c) During the Employment Term, the The Employee shall serve, if elected serve hereunder as an officer or appointed, as a director of any subsidiary or division of the Company that includes any portion of the Company’s Nevada commercial banking operations as requested by the Company from time to time without any additional compensation therefor. The Company may, as a director and officer of without limiting its liability hereunder, cause any subsidiary of to assume the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the Company’s obligations hereunder. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. (ai) During the Employment Term, the Employee Executive shall serve as Chief Executive Officer and (to the extent elected or appointed as a director of the Company) Chairman of the Board of the Company, accountable only to the Board with responsibilities, duties, and authority customary for such position. The Executive shall also serve as an officer of Directors Affiliates of the Company (as requested by the "Board"). In such capacitiesDuring each year of the Term, the Employee shall perform the duties of Chief Executive Officer and Chairman will be nominated to serve as a member of the Board, subject to shareholder approval of such nomination. The Executive shall not be entitled to any additional compensation for his service as set forth in a member of the Board or other positions or titles he may hold with any Affiliate of the Company to the extent he is so appointed. The Executive shall report to the Board. The Executive agrees to observe and comply with the Company's Bylaws, ’s rules and policies as they may be amended from time to time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are adopted from time to time delegated to the Employee by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief Company. The Executive Officer and Chairman of the Board of an enterprise comparable to the Company. (b) During the Employment Term, the Employee shall devote a substantial majority of his full business time, skill, attention, and attention and his best efforts during normal business hours to the business and affairs of the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunder; provided, however, that the Executive shall be entitled to (A) serve on civic, charitable, and religious boards, (B) subject in no event shall such other activities each case to approval by the Employee be deemed Board, serve on corporate boards, and (C) manage the Executive’s personal and family investments, in each case, to materially the extent that such activities do not interfere with the Employee's performance of the Executive’s duties hereunder until and responsibilities hereunder, are not in conflict with the Employee has been notified in writing thereof business interests of the Company or its Affiliates, and do not compete with the business of the Company or its Affiliates. During the Term, the Executive shall submit to the Board all business, commercial and investment opportunities or offers presented to the Executive or of which the Executive becomes aware which relate to the business of the Company and its Affiliates at any time during the Term, and unless approved by the Board and been given a reasonable period in which to cure Board, the Executive shall not accept or pursue, directly or indirectly, any such interferencecorporate opportunities on the Executive’s own behalf. (cii) During the Employment Term, the Employee The Executive’s employment shall serve, if elected or appointed, as a director of be principally based at the Company’s headquarters in the Minneapolis, as a director Minnesota area. The Executive shall perform his duties and officer of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the Company. (d) All services that the Employee may render responsibilities to the Company or any at such principal place of its subsidiaries in any capacity during employment and at such other location(s) to which the Employment Term shall be deemed Company may reasonably require the Executive to be services required by this Agreement and consideration travel for the compensation provided for hereinCompany business purposes.

Position and Duties. (a) During the Employment Term, Initial Period the Employee Executive shall serve as the Chief Executive Officer of the Company and (to during the extent elected or appointed Subsequent Period the Executive shall serve as a director both the Chief Executive Officer of the Company and as the Chairman of the Company) Chairman of the 's Board of the CompanyDirectors; in each case with such duties and responsibilities as are customarily assigned to such positions, accountable only and such other duties and responsibilities not inconsistent therewith as may from time to time be assigned to him by the Board of Directors of the Company (the "Board"), and which duties and responsibilities shall be consistent with those exercised for such position by the Current Chairman. In such capacitiesWithout limiting the generality of the foregoing, during the Term the Executive shall act as (i) the senior officer of the Company, (ii) the primary spokesperson to shareholders and the investment community, (iii) the person primarily responsible for establishing policy and direction for the Company and (iv) the person to whom the senior executives of the Company report. As of the Effective Time, the Employee Company shall perform cause the duties Executive to be elected as a member of the Board, to serve as a member of the class of directors with the longest tenure as of the Effective Time. Thereafter, during the Term, the Company shall cause the Executive to be included in the slate of persons nominated to serve as directors on the Board and shall use its best efforts (including, without limitation, the solicitation of proxies) to have the Executive elected and reelected to the Board for the duration of the Term. During the Term, the Executive shall report solely to the Board. Until the second anniversary of the Effective Time, (i) the removal of the Executive from the position of Chief Executive Officer and or Chairman of the Board, as set forth in the Company's Bylaws, as they may be amended from time to time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are from time to time delegated (ii) prior to the Employee by effective date of his election as Chairman of the Board, provided that the reversal of such dutieselection, functions, responsibilities, or (iii) any change in Executives duties and authority are reasonable and customary for a person serving as Chief responsibilities hereunder not concurred in by the Executive Officer and Chairman shall require the affirmative vote of at least 75% of the members of the Board (excluding the Executive); provided, however, that if, at any time prior to such secondary anniversary, the persons (other than the Executive) designated by Honeywell pursuant to Section 2.2(a) of an enterprise comparable the Merger Agreement ("Merger Agreement Designees") shall represent less than 25% of the members of the Board (excluding the Executive), then such removal, reversal or change, as applicable, shall require, in addition to the Companyvote of the Board otherwise required therefor by this Section 2(a), the affirmative vote of at least one Merger Agreement Designee. (b) During the Employment Term, and excluding any periods of vacation and sick leave to which the Employee Executive is entitled, the Executive shall devote a substantial majority of his time, skill, and full attention and his best efforts time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein Executive under this Agreement, use the Executive's reasonable best efforts to carry out such responsibilities faithfully and efficiently. It shall not be considered a violation of the foregoing for the Executive to manage his personal investments or pursuant heretoserve on corporate, except for usualindustry, ordinarycivic or charitable boards or committees, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to so long as such business interests provided such business interests activities do not materially significantly interfere with the Employee's performance of his duties hereunder; provided, however, the Executive's responsibilities as an executive officer of the Company in no event shall such other activities by the Employee be deemed to materially interfere accordance with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interferencethis Agreement. (c) During the Employment Term, the Employee Executive shall servebe based at the Company's principal headquarters in Morristown, if elected or appointedNew Jersey, as a director except for travel reasonably required for the performance of the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the CompanyExecutive's duties hereunder. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. (a) During the Employment Term, the The Employee shall serve as Chief Executive Officer and (Chief Financial Officer, to perform the extent elected or appointed as a director usual duties of the Company) Chairman said offices, and shall have responsibility, subject to direction of the Board of Directors, for participating in the Company, accountable only to the Board management and direction of Directors of the Company (the "Board"). In such capacities, the Employee shall perform the duties of Chief Executive Officer and Chairman of the Board, as set forth in the Company's Bylaws, as they may be amended from time to timebusiness and operations, and shall have perform such specific other duties, functions, responsibilities, and authority commensurate tasks consistent with such offices position as are may from time to time delegated be assigned to the Employee him by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of the Board of an enterprise comparable to the Company. (b) During the Employment Term, the Directors. The Employee shall devote a substantial majority of his time, skill, and attention and his best efforts during normal business hours time to the business and affairs of the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunder, and shall devote his labor, skill, attention, and best ability in a manner that will faithfully and diligently further the business and interests of the Company. Upon the commencement of the Employment Period, the Employee shall fulfill such general management duties and responsibilities as are consistent with the position of Chief Executive Officer, and the direction of the Board of Directors. In his capacity as Chief Executive Officer, the Employee shall endeavor to, and shall be given all necessary support (including financial and administrative support) by the Company to (i) identify markets for the Company's products and services; (ii) maintain, expand, and improve the Company's profile in the financial markets; (iii) develop strategies and operational plans for bringing the Company products to market; (iv) identify potential business partners for strategic or marketing alliances; (v) identify potential senior executives; (vi) establish budgets and control costs with regard to the foregoing; and (vii) implement the Company's business strategies. Employee shall primarily work out of a location of his selection. The Employee agrees that he will travel to whatever extent it is reasonably necessary in the conduct of the Company's business; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference. (c) During the Employment Term, that the Employee shall serve, if elected not be required directly or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the Companyindirectly to relocate without his consent. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. (a) During Executive will serve as the Employment President and Chief Executive Officer of the Company reporting to the Company’s Board of Directors (the “Board”). (b) The Company agrees to propose to the shareholders of the Company at each appropriate annual meeting of such shareholders during the Term, the Employee shall election and reelection of Executive as a member of the Board. In addition, without further compensation, Executive will serve as Chief Executive Officer and (to a director and/or officer of one or more of the extent Company’s subsidiaries or affiliates if so elected or appointed as a director of the Company) Chairman of the Board of the Company, accountable only to the Board of Directors of the Company (the "Board"). In such capacities, the Employee shall perform the duties of Chief Executive Officer and Chairman of the Board, as set forth in the Company's Bylaws, as they may be amended from time to time. Upon termination of his employment with the Company for any reason, Executive immediately will resign as a member of the Board and shall will resign from any other positions, offices and directorships he may have with the Company or any of its subsidiaries or affiliates. (c) Executive will perform those services customary to these offices and such other duties, functions, responsibilities, and authority commensurate with such offices as are lawful duties that may be reasonably assigned to him from time to time delegated to the Employee by the Board, provided that such duties, functions, responsibilities, those duties are consistent with Executive’s position and authority are reasonable and customary for a person serving as Chief authority. Executive Officer and Chairman of the Board of an enterprise comparable to the Company. (b) During the Employment Term, the Employee shall will devote a substantial majority of his time, skill, and attention and his best efforts during normal and substantially all of his business hours time to the performance of his duties under this Agreement and the advancement of the business and affairs of the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinarywill be subject to, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunder; provided, however, will comply in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference. (c) During the Employment Termall material respects with, the Employee shall serve, if elected or appointed, as a director policies of the CompanyCompany applicable to him. Notwithstanding the foregoing, as a director and officer of any subsidiary of the Company, and Executive will be entitled to (i) serve as a member of any committee of the Board or of the board of directors of any subsidiary up to two other public companies, subject to the advance approval of the Company. Board, which approval will not be unreasonably withheld, (dii) All services that the Employee may render serve on professional, civic, charitable, educational, religious, public interest, public service or medical advisory boards, and (iii) manage Executive’s personal and family investments, in each case, to the Company or any extent such activities do not materially interfere, as determined by the Board in good faith, with the performance of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement Executive’s duties and consideration for the compensation provided for hereinresponsibilities hereunder.

Position and Duties. (a) During the Employment TermTerm (as defined in Section 2 hereof), the Employee shall serve as the Executive Chairman of the Board, President and Chief Executive Officer and (to the extent elected or appointed as a director of the Company) Chairman . In this capacity, the Employee shall have the duties, authorities and responsibilities as are required by the Employee’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to the Board of the Company, accountable only to Employee as the Board of Directors of Farmland (the “Board”) shall designate from time to time that are not inconsistent with the Employee’s position with the Company (and that are consistent with the "Board"). In such capacities, the Employee shall perform the duties of Chief Executive Officer and Chairman bylaws of the Board, Company and the amended and restated agreement of limited partnership of the Operating Partnership as set forth in the Company's Bylaws, as they it may be further amended from time to time, and including, but not limited to, managing the affairs of the Company. The Employee shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are from time to time delegated report directly to the Employee by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of the Board of an enterprise comparable to the Company. (b) During the Employment Term, the Employee shall devote a substantial majority substantially all of his the Employee’s business time, skillenergy, business judgment, knowledge and skill and the Employee’s best efforts to the performance of the Employee’s duties with the Company, provided that the foregoing shall not prevent the Employee from (i) serving on the boards of directors of non-profit organizations, (ii) participating in charitable, civic, educational, professional, community or industry affairs, and attention and his best efforts during normal (iii) managing the Employee’s personal investments and/or personal business hours to as necessary, so long as such activities in the business and affairs of the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests aggregate do not materially interfere or conflict with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's ’s duties hereunder until the Employee has been notified in writing thereof by the Board and been given or create a reasonable period in which to cure such interferencepotential business or fiduciary conflict. (c) During The Board shall take such action as may be necessary to appoint or elect the Employee as a member of the Board as of the Effective Date (as defined in Section 2 hereof). Thereafter, during the Employment Term, the Board shall nominate the Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and for re-election as a member of any committee the Board at the expiration of the Board or then current term, provided that the foregoing shall not be required if any of the board of directors of any subsidiary events constituting Cause (as defined herein) have occurred and have not been cured or to the extent prohibited by legal or regulatory requirements. If the Employee is so nominated and elected to the Board, the Employee hereby agrees to serve as a member of the CompanyBoard. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. (a) During Effective as of the Employment TermEffective Date, the Employee shall serve Executive will continue to be employed by the Company, on a full-time basis, as the Chief Executive Officer and (to the extent elected or appointed as a director of the Company) Chairman of the Board of the Company, accountable only to the Board of Directors of the Company Group (the "Board"defined below). In such capacities, the Employee shall perform the duties of Chief Executive Officer and Chairman of the Board, as set forth in the Company's Bylaws, as they may be amended from time to time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are from time to time delegated to the Employee by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of the Board of an enterprise comparable to the Company. (b) During The Executive agrees to perform the Employment Term, the Employee shall devote a substantial majority duties of his timeposition and such other duties as may reasonably be assigned to the Executive from time to time by the Board. The Executive also agrees that, skillwhile employed by the Company, and attention he will devote his full business time and his best efforts during normal efforts, business hours judgment, skill and knowledge exclusively to the advancement of the business and affairs interests of the Company necessary and its Affiliates and to the discharge faithfully and efficiently the of his duties and responsibilities delegated for them. The Executive and assigned the Company acknowledge and agree that, consistent with the Executive’s and the Company’s practices as in effect as of the date hereof, (i) the Executive may perform the duties required of him under this Agreement remotely, and (ii) the Executive shall be present at the Company’s business premises and travel for business purposes as required to fulfill his duties and obligations pursuant hereto and as mutually agreed by the Executive and the Company. Notwithstanding the foregoing, the Executive may (x) serve on any industry, trade, civic, community or charitable boards or committees as approved by the Board, and/or engage in charitable activities and community affairs personally or as a director or trustee of any family trusts or foundations without the need for any Board approval, (y) serve on the board of directors (or equivalent) of any Person disclosed to the Employee herein Board, (z) subject to the prior written consent of the Board, serve as an owner, partner, investor, consultant, agent, manager, director, employee, co-venturer or pursuant heretootherwise for any Person or otherwise engage in or possess an interest in another business venture (connected or unconnected with the Company Group) of any kind and description, except for usualindependently or with others; provided that the services set forth in each of the preceding clauses (x), ordinary(y), and customary periods of vacation and absence due to illness (z) do not, individually or other disability. The Company acknowledges that in the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially aggregate, (1) interfere with the Employee's performance of his the Executive’s duties hereunder; providedand responsibilities under this Agreement, however, in no event shall such other activities by the Employee be deemed to materially interfere (2) conflict with the Employee's duties hereunder until business interests of the Employee has been notified in writing thereof by Company or its Affiliates, (3) violate any of the Board and been given a reasonable period in which to cure such interferenceExecutive’s obligations under Section 3 of this Agreement, and/or (4) otherwise involve business or fiduciary conflicts. (c) During the Employment TermThe Executive agrees that, the Employee shall serve, if elected or appointed, as a director of while employed by the Company, he will comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to his position, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the Companyin effect from time to time. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. (a) During the Employment TermTerm (as defined in Section 2 hereof), the Employee shall serve as the Chief Executive Officer and (to the extent elected or appointed as a director of the Company) Chairman of the Board of the Company, accountable only to the Board of Directors of the Company (the "and as a member of Board"). In such capacitiesthis capacity, the Employee shall perform have the duties duties, authorities and responsibilities as are commensurate with the duties, authorities and responsibilities of Chief Executive Officer and Chairman of the Board, as set forth persons in the Company's Bylaws, as they may be amended from time to timesimilar capacities in similarly sized companies, and shall have such other duties, functions, responsibilities, authorities and authority commensurate with such offices responsibilities as are from time to time delegated may reasonably be assigned to the Employee by the Board, provided Board that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving not inconsistent with the Employee’s position as Chief Executive Officer and Chairman of the Board Company. The Employee’s principal place of an enterprise comparable employment with the Company shall be in Austin, Texas, provided that the Employee understands and agrees that the Employee may be required to travel from time to time for business purposes. The Company understands that the Employee will reside in Houston, Texas and commute to Austin, Texas as appropriate. The Employee shall report directly to the CompanyBoard. (b) During the Employment Term, the Employee shall devote a substantial majority substantially all of his the Employee’s business time, skillenergy, business judgment, knowledge and skill and the Employee’s best efforts to the performance of the Employee’s duties with the Company, provided that the foregoing shall not prevent the Employee from (i) serving on the boards of directors of non-profit organizations, (ii) participating in charitable, civic, educational, professional, community or industry affairs, and attention and his best efforts during normal business hours to (iii) managing the business and affairs of Employee’s passive personal investments so long as such activities in the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests aggregate do not materially interfere or conflict with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's ’s duties hereunder until the Employee has been notified in writing thereof by the Board and been given or create a reasonable period in which to cure such interferencepotential business or fiduciary conflict. (c) During the balance of the Employment Term, the Board shall nominate the Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and for re-election as a member of any committee the Board at the expiration of the Board or of the board of directors of any subsidiary of the Company. (d) All services then current term, provided that the Employee may render foregoing shall not be required to the Company extent prohibited by legal or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for hereinregulatory requirements.

Position and Duties. (a) During the Employment TermPeriod, the Employee Executive shall serve as be the Chairman and Chief Executive Officer and (to the extent elected or appointed as a director of the Company) Chairman of the Board of the Company, accountable only with such duties and responsibilities as are assigned to him by the Board of Directors of the Company (the "“Board"). In such capacities, the Employee shall perform the duties of ”) consistent with his position as Chairman and Chief Executive Officer of the Company. Notwithstanding the foregoing, if, during the Employment Period, a majority of the Board determines that the Executive should relinquish his position as Chief Executive Officer in connection with the hiring or promotion of another individual into such position, and the Executive remains in his position as Chairman of the Board, as set forth this Agreement shall remain in the Company's Bylaws, as they may be amended from time to time, full force and shall have such other duties, functions, responsibilities, and authority commensurate effect (with such offices modifications, including appropriate modifications to Section 2(b) and (c) and Section 3 as are from time to time delegated to the Employee by the Board, provided that mutually agreed upon) and such duties, functions, responsibilities, and authority are reasonable and customary for change in officer position shall not constitute a person serving as Chief Executive Officer and Chairman of the Board of an enterprise comparable to the Companytermination under Section 4 hereof. (b) During the Employment TermPeriod, the Employee Executive shall devote a substantial majority substantially all of his time, skill, knowledge and attention and his best efforts during normal business hours working time to the business and affairs of the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunderits subsidiaries; provided, however, that the Executive may continue to serve in no event his current positions as trustee and/or chairman of certain of the Janus Funds. The Executive shall such other activities by perform his services primarily at the Employee be deemed Company’s headquarters in Denver, Colorado. The Executive shall use his best efforts to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board carry out his responsibilities under this Agreement faithfully and been given a reasonable period in which to cure such interferenceefficiently. (c) During the Employment TermIn his position as Chairman and Chief Executive Officer, the Employee shall serveExecutive shall, if elected or appointedsubject to the oversight of the Board and the “Authorization Limits” established from time to time by the Board, as a director have full authority and responsibility to manage the operation of the Company’s restaurants and franchise system, as a director including the hiring and officer discharge of any subsidiary employees of the Company and its subsidiaries, closing, selling, developing and opening restaurants as contemplated by the annual budget approved by the Board (the “Annual Plan”), establishing and administering the Company’s marketing plan, making improvements in and as a member of any committee refurbishing the Company’s restaurants consistent with the capital expenditure budget in the Annual Plan, administering and managing the day-to-day operation of the Board or restaurants, granting new franchises and administering and managing the franchise operations consistent with the Annual Plan; provided that without the approval of the board of directors of Board, the Executive shall not take any subsidiary of major action not contemplated by or consistent with the CompanyAnnual Plan and the Authority Limits. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. (a) During the Employment TermTerm (as defined in Section 2 hereof), the Employee shall serve as Chief the Executive Officer and (to the extent elected or appointed as a director Chairman of the Company) Chairman . In this capacity, the Employee shall have all duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of the Board of the Companypersons in similar capacities in similarly sized companies, accountable only to and such other duties, authorities and responsibilities as the Board of Directors of the Company (the "“Board"). In such capacities, the Employee ”) shall perform the duties of Chief Executive Officer and Chairman of the Board, as set forth in the Company's Bylaws, as they may be amended from time to time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are designate from time to time delegated to that are not inconsistent with the Employee by Employee’s position as the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of the Board of an enterprise comparable Company. The Employee shall report to the CompanyBoard. (b) During the Employment Term, the Employee shall devote a substantial majority substantially all of his the Employee’s business time, skill, energy and attention skill and his the Employee’s best efforts during normal business hours to the business and affairs performance of the Company necessary to discharge faithfully and efficiently the Employee’s duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunderCompany; provided, howeverthat the foregoing shall not prevent the Employee from (i) serving Hayground Cove Asset Management LLC, Hayground Cove Capital Partners or their respective affiliates (collectively, “Hayground”), so long as such service does not, in any material way, limit the operations of the Company, (ii) serving on the boards of directors of organizations on whose boards of directors he currently sits that have been disclosed to the Board (including, without limitation, Las Vegas Sands Corp. (collectively with its subsidiaries and affiliates, “LVSC”), Western Liberty Bancorp (collectively with its subsidiaries and affiliates, “WLB”) or India Hospitality Corp. (collectively with its subsidiaries and affiliates, “IHC”)) or those of non-profit organizations and, with the prior written approval of the Board (or the applicable committee(s) thereof) in each instance, other for-profit companies, (iii) participating in charitable, civic, educational, professional, community or industry affairs or serving on advisory boards and committees, and (iv) managing the Employee’s passive personal investments; provided further, that without derogating from the foregoing, in no event shall such other activities by the Employee be deemed obligated to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which devote any specific portion of his time to cure such interference. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the Company’s affairs. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. (a) During The Employee will be employed by the Employment TermCompany, on a fulltime basis, as its President and Chief Executive Officer. In this capacity, the Employee shall serve have the duties, authorities and responsibilities as Chief Executive Officer are implied by the Employee’s position, and (to such other duties, authorities and responsibilities as the extent elected or appointed as a director board of the Company) Chairman of the Board of the Company, accountable only to the Board of Directors directors of the Company and/or Parent (the "“Board"). In such capacities, the Employee ”) shall perform the duties of Chief Executive Officer and Chairman of the Board, as set forth in the Company's Bylaws, as they may be amended reasonably assign from time to time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are from time to time delegated to the Employee by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of the Board of an enterprise comparable to the Company. (b) During the Employment Term, the . The Employee shall devote a substantial majority of his time, skill, and attention and his best efforts during normal business hours also be appointed to the business and affairs of the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and serve as a member of any committee of the Board or of the board of directors of any subsidiary Parent, effective no later than the Effective Date. Employee’s principal place of employment shall be at the Company’s corporate offices in the greater Boston, Massachusetts area, but Employee understands and agrees that he will be required to travel from time to time for business purposes. (db) All services that The Employee agrees to perform the duties of Employee’s position and such other duties as may reasonably be assigned to the Employee may render from time to time. The Employee also agrees that, while employed by the Company, the Employee will devote substantially all of Employee’s business time and efforts to the advancement of the business and interests of the Company and its Affiliates and to the discharge of Employee’s duties and responsibilities for them. Notwithstanding the above, the Employee shall be permitted, to the extent such activities do not in the aggregate materially interfere with the performance by the Employee of Employee’s duties and responsibilities hereunder to: (i) manage Employee’s personal, financial and legal affairs; and (ii) serve on civic, educational, philanthropic or charitable boards or committees; and (iii) subject to disclosure to and approval by the Board (such approval not to be unreasonably withheld), serve on any other corporate board or committee as long as such board or committee is not competitive with the Company or any cause a conflict of its subsidiaries interest with Employee’s duties at the Company (it being agreed that Employee shall not serve on more than one company board, in any capacity during addition to the Employment Term shall be deemed to be services required Board, unless otherwise approved by this Agreement and consideration for the compensation provided for hereinBoard).

Position and Duties. (a) During the Employment TermTerm (as defined in Section 2 hereof), the Employee shall serve as the President and Chief Executive Operating Officer and (to the extent elected or appointed as a director of the CompanyCompany and the Business. In this capacity, the Employee shall have all duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as the Chairman (the “Chairman”) Chairman of the Board of the Company, accountable only to the Board of Directors of the Company (the "“Board")”) shall designate from time to time that are not inconsistent with the Employee’s position as President and Chief Operating Officer of the Business. In such capacitiesAs the President and Chief Operating Officer of the Company, the Employee shall perform report to (1) the duties of Chairman, (2) if, as and when requested by the Chairman, the Chief Executive Officer and Chairman of the Board, as set forth in the Company's Bylaws, as they may be amended from time to time, and shall have such other duties, functions, responsibilities, (3) the board of directors of any subsidiary he may serve hereunder. As the President and authority commensurate with such offices as are from time to time delegated to the Employee by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of the Board of an enterprise comparable Business, the Employee shall report to the CompanyChief Executive Officer of the Business. (b) During the Employment Term, the Employee shall devote a substantial majority all of his the Employee’s business time, skillenergy and skill and the Employee’s best efforts to the performance of the Employee’s duties with the Company; provided, that the foregoing shall not prevent the Employee from (i) serving on the boards of directors of non-profit organizations and, with the prior written approval of the Board in each instance, other for-profit companies, (ii) participating in charitable, civic, educational, professional, community or industry affairs, and attention and his best efforts during normal business hours to (iii) managing the business and affairs Employee’s passive personal investments; so long as such activities do not, individually or in the aggregate, interfere or conflict with the Employee’s duties hereunder or create a potential conflict of interest; provided further, that the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to foregoing shall not prevent the Employee herein from participating in other non-passive activities if, as and when approved by the Board, in each instance. If the Board determines, in its sole discretion, that any outside activity or pursuant heretoactivities pose or will pose a conflict of interest, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially commitments required interfere with the Employee's performance of his the Employee’s duties hereunder; provided, howevereven if previously approved, in no event shall such other activities by the Employee be deemed to materially interfere with shall, at the Employee's duties hereunder until request of the Employee has been notified in writing thereof by Board, cease such activities at the Board and been given a reasonable period in which to cure such interferenceearliest available opportunity. (c) During the Employment Term, the The Employee shall serve, if elected serve hereunder as an officer or appointed, as a director of the Company, as a director and officer of any subsidiary or division of the Company, and as a member of Company that includes any committee portion of the Board or of Business as requested by the board of directors of Company from time to time without any additional compensation therefor. The Company may, without limiting its liability hereunder, cause any subsidiary of to assume the Company’s obligations hereunder. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. (a) During the Employment TermPeriod, Executive ------------------- will (i) serve on the Employee shall serve as Chief Executive Officer and board of directors (to the extent elected or appointed as a director equivalent supervising body) of the Company) Chairman of the Board of the Company, accountable only to the Board of Directors of the Company Holdings LLC (the "Board"). In , (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company and (iii) render such capacitiesmanagerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Employee shall perform Company and their respective subsidiaries (such entities, the duties of Chief Executive Officer and Chairman of the Board, as set forth in the Company's Bylaws, as they may be amended from time to time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices "Muzak Entities") as are from time to time delegated necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the Employee by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of the Board of an enterprise comparable and to the Company. (b) During proviso set forth in the Employment Term, following sentence. Executive will devote the Employee shall devote a substantial majority of his time, skill, appropriate time and attention (except for permitted vacation periods, community service and his best efforts during normal business hours service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Company Muzak Entities that is necessary to discharge faithfully fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and efficiently ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities delegated in a diligent, trustworthy, businesslike and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interferenceefficient manner. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the Company. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. (a) During the Employment TermTerm (as defined in Section 2 hereof), the Employee shall serve as the Chief Executive Officer and (to of the extent elected or appointed Business and, upon appointment as provided in Section 1(d) below, as a director member of the Company) Chairman of the Board of the Company, accountable only to the Board of Directors of the Company (the "“Board"”). In such capacitiesthis capacity, the Employee shall perform have responsibility for the duties of Chief Executive Officer general management and Chairman control of the Board, as set forth in business and affairs of the Company's Bylaws, as they may be amended from time to time, Business and shall have all duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, functions, responsibilities, authorities and authority commensurate with such offices responsibilities as are the Chairman (the “Chairman”) of the Board shall designate from time to time delegated to that are not inconsistent with the Employee by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving Employee’s position as Chief Executive Officer and Chairman of the Board Business. Such duties include, but are not limited to (1) managing the day-to-day operations of an enterprise comparable the Business, (2) managing the efforts of the Business to comply with applicable laws and regulations, (3) promotion of the Business and its services, (4) supervising employees of the Business, (5) providing prompt and accurate reports to the CompanyBoard regarding the affairs and condition of the Business, and (6) making recommendations to the Board concerning the strategies, capital structure, tactics, and general operations of the Business. The Employee shall report to the Chairman, as well as to the board of directors of any subsidiary he may serve hereunder. (b) During the Employment Term, the Employee shall devote a substantial majority all of his the Employee’s business time, skillenergy and skill and the Employee’s best efforts to the performance of the Employee’s duties with the Company; provided, that the foregoing shall not prevent the Employee from (i) serving on the boards of directors of non-profit organizations and, with the prior written approval of the Board in each instance, other for-profit companies, (ii) participating in charitable, civic, educational, professional, community or industry affairs, and attention and his best efforts during normal business hours to (iii) managing the business and affairs Employee’s passive personal investments; so long as such activities do not, individually or in the aggregate, interfere or conflict with the Employee’s duties hereunder or create a potential conflict of interest; provided further, that the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to foregoing shall not prevent the Employee herein from participating in other non-passive activities if, as and when approved by the Board, in each instance. If the Board determines, in its sole discretion, that any outside activity or pursuant heretoactivities pose or will pose a conflict of interest, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially commitments required interfere with the Employee's performance of his the Employee’s duties hereunder; provided, howevereven if previously approved, in no event shall such other activities by the Employee be deemed to materially interfere with shall, at the Employee's duties hereunder until request of the Employee has been notified in writing thereof by Board, cease such activities at the Board and been given a reasonable period in which to cure such interferenceearliest available opportunity. (c) The Employee shall serve hereunder as an officer or director of any subsidiary or division of the Company that includes any portion of the Business as requested by the Company from time to time without any additional compensation therefor. The Company may, without limiting its liability hereunder, cause any subsidiary to assume the Company’s obligations hereunder. (d) The Board shall take such action as may be necessary to appoint or elect the Employee as a member of the Board as of the Effective Date. Thereafter, during the Employment Term (as defined in Section 2 hereof), the Board shall nominate the Employee for re-election as a member of the Board at the expiration of the then current term; provided, that the foregoing shall not be required to the extent prohibited by legal or regulatory requirements. (e) During the Employment Term, the Employee shall serve, if elected or appointed, also serve as a director the Chief Credit Officer of the CompanyBusiness for so long as the Board shall deem reasonably necessary or desirable. In this capacity, as a director the Employee shall have all duties, authorities and officer responsibilities commensurate with the duties, authorities and responsibilities of any subsidiary of the Companypersons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as a member of any committee the Chairman of the Board or shall designate from time to time that are not inconsistent with the Employee’s position as Chief Credit Officer of the Business. In such capacity, the Employee shall report to the Chairman, as well as to the board of directors of any subsidiary of the Companyhe may serve hereunder. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. (a) During the Employment TermPeriod, the Employee --------------------- Executive shall serve as Chairman of the Board, President and Chief Executive Officer and (to the extent elected or appointed as a director of the Company) Chairman of the Board Company and, as may be agreed to by Executive from time to time, in appropriate positions in each subsidiary of the Company, accountable only with the duties, functions, responsibilities and authority customarily associated with such positions (but shall not be required to exercise control over the waste handling practices of the Company except in his role as Chairman, President and Chief Executive Officer), and shall report to the Board of Directors of the Company (the "Board"). In such capacitiesDuring the Employment Period, the Employee Executive shall perform be appointed, elected and/or otherwise maintained by the duties of Chief Executive Officer and Company as the Chairman of the Board, as set forth in President and Chief Executive Officer of the Company. The Executive shall not, during the term of this Agreement, engage in any other business activities that will unreasonably interfere with the Executive's Bylawsemployment pursuant to this Agreement; provided however, the Company acknowledges and agrees that Executive is and may continue to (i) serve as they may be amended from time to timethe plan administrator of AFD Fund, the post-confirmation estate of AmeriServe Food Distribution, Inc. and its affiliated debtors, (ii) serve as a director for Greenhill School and the Wyoming Seminary, and (iii) manage pe▇▇▇▇▇▇ ▇▇d family investments. Further, Executive may, (i) subject to prior approval of the Board (which approval shall have such not be unreasonably withheld), serve as a director of other duties, functions, responsibilitiesnoncompeting companies, and authority commensurate with such offices (ii) serve as are an officer, director or otherwise participate in educational, welfare, social, religious and civic organizations. During the Employment Period, the Executive's services shall be performed at those locations where the Company conducts business throughout the United States as the needs and exigencies of the business of the Company from time to time delegated to the Employee by the Board, reasonably require; provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of the Board of an enterprise comparable to the Company. (b) During the Employment Term, the Employee shall devote a substantial majority of his time, skill, and attention and his best efforts during normal business hours to the business and affairs of the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunder; provided, however, in no event Executive shall such other activities by not be required to relocate his personal residence from the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interferenceDallas, Texas area. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the Company. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. (a) During the Employment TermPeriod, the Employee Executive shall serve as Chief Executive Officer, EMEA (or in such other position or positions as the PVH Board of Directors, the Chief Executive Officer of PVH, the President of PVH (if any), or anyone to whom either such executive reports may designate from time to time). The Executive shall (i) perform such duties and services as shall from time to time be assigned to the Executive, (ii) devote all of the Executive’s business time (in principle no less than 40 hours per week and in accordance with the usual and customary standards of PVH for similarly situated executives) to the services required of the Executive under this Agreement, excluding any periods of holiday (personal time off and holidays provided for in Section 2.7 (Holidays)) and sick leave to which the Executive is entitled, as well as time dedicated to approved external activities, (iii) act in accordance with the principles of good governance (goed bestuur en bestuurderschap), (iv) use the Executive’s best efforts, judgment, skill and energy to perform such duties and services and (to v) comply with all rights and obligations that arise from the extent elected law or appointed as a director from the articles of association and the Company) Chairman of the Board regulations of the Company, accountable only to the Board of Directors in particular management regulations (bestuursreglement) of the Company (if any), or that have been or will be granted or imposed by the "Board")General Meeting of Shareholders. In such capacities, the Employee The Executive shall perform the Executive’s duties of Chief at the PVH Europe offices in Amsterdam, the Netherlands, except as otherwise provided herein. The Executive’s salary is deemed to include payment for all hours worked, including hours that could be considered “overtime” under any circumstances. It is explicitly understood that the Executive Officer and Chairman of the Board, as set forth in the Company's Bylaws, as they may be amended from time required to time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are from time to time delegated to travel extensively for the Employee by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of the Board of an enterprise comparable to the Company. (b) During the Employment Term, the Employee shall devote a substantial majority performance of his time, skill, and attention and his best efforts during normal business hours to the business and affairs of the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disabilityduties. The Company Executive acknowledges that the Employee has outside business interests and agrees that (i) all travel is an essential part of the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunder; providedand he shall not be compensated additionally or separately (in money, howevertime-for-time or otherwise) and (ii) his compensation described in Section 2 hereof (Compensation) shall cover the entirety of his employment, in no event shall such other activities including travel periods. The General Meeting of Shareholders will appoint the Executive as statutory managing director (statutair bestuurder) of the Company as of the Effective Date, which appointment is explicitly accepted by the Employee be deemed Executive. The Executive hereby acknowledges that he is fully able to materially interfere with fulfill the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board position and been given a reasonable period in which to cure such interferenceperform its duties. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the Company. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. (ai) During the Employment TermPeriod, the Employee Executive shall serve as the Vice Chairman of the board of directors and President - North East Group and Central Plains Group of the Company and shall have the normal duties, responsibilities and authority of the Vice Chairman and President - North East Group and Central Plains Group, subject to the power of the Chairman, the Chief Executive Officer and (to the extent elected or appointed as a director of the Company) Chairman 's board of the Board of the Company, accountable only to the Board of Directors of the Company directors (the "Board")) to expand or limit such ----- duties, responsibilities and authority and to override actions of the Vice Chairman and President - North East Group and Central Plains Group. In such capacities, Executive shall report to the Employee shall perform the duties of Chief Executive Officer and Chairman of the Board, as set forth in the Company's Bylaws, as they may be amended from time to time, Company and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are from time to time delegated to the Employee by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of the Board of an enterprise comparable to the Company. (b) During the Employment Term, the Employee shall devote a substantial majority of his time, skill, and attention and his best efforts during normal and of his full business hours time and attention to the business and affairs of the Company necessary and its Subsidiaries. During the Employment Period, the Company shall use its reasonable best efforts to discharge faithfully and efficiently the duties and responsibilities delegated and assigned cause Executive to the Employee herein be elected or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due appointed to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary Subsidiary in the North East Group and Central Plains Group. (ii) During the Employment Period, Executive shall have the authority, based upon the performance criteria set forth in Annex A attached hereto, ------- (subject to Board approval which shall not be unreasonably withheld) to allocate among certain key employees of the North East Group and Central Plans Group of the Company options for the purchase of the Company. 's common stock based on the criteria set forth therein (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term "Performance Options"). The Performance Options shall be deemed subject to vesting in accordance with the terms set forth on Annex A ------- and shall be services required by this Agreement and consideration for exercisable in accordance with the compensation provided for hereinterms set forth on Annex A. ------- Executive shall be permitted to allocate a portion of the Performance Options to himself.

Position and Duties. (ai) During the Employment Term, the Employee shall serve as President and Chief Executive Officer of the Company. In so doing, Employee shall have such powers and duties (to the extent elected including holding officer positions with one or appointed as a director more Subsidiaries of the Company) Chairman of the Board of the Company, accountable only to the Board of Directors of the Company (the "Board"). In such capacities, the Employee shall perform the duties of Chief Executive Officer and Chairman of the Board, as set forth in the Company's Bylaws, as they may be amended from time to time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are assigned from time to time delegated to the Employee by the Board, provided that so long as such duties, functions, responsibilities, powers and authority duties are reasonable and customary for a person serving as Chief Executive Officer president and Chairman of the Board chief executive officers of an enterprise comparable to the Company. Employee shall report to the Board. (bii) During the Employment Term, the and excluding any periods of vacation and sick leave to which Employee shall is entitled, Employee agrees to devote a substantial majority all of his time, skill, and attention and his best efforts during normal Employee’s business hours time to the business and affairs of the Company and, to the extent necessary to discharge faithfully the responsibilities assigned to Employee hereunder, to (a) use Employee’s best efforts to perform diligently, faithfully, effectively and efficiently such responsibilities, (b) use Employee’s best efforts to promote the interests of the Company; (c) use Employee’s reasonable best efforts to maintain Employer’s status as a participating provider under the Medicare and Medicaid programs; and (d) perform such other duties and responsibilities delegated and assigned appropriate for Employee’s position as the Board may from time to time reasonably direct. (iii) Employee shall not engage, directly or indirectly, in any other business, investment, or activity that interferes with the performance of Employee’s duties under this Agreement, is contrary to the Employee herein interests of the Company or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a requires any portion of his time Employee’s business time; provided, however, that during the Term, it shall not be a violation of this Agreement for Employee to (1) serve on the board of directors (or similar governing body) of one or more other companies that do not engage in a Competing Business if the Board has provided prior approval (which shall not be unreasonably withheld) for such service, (2) serve on corporate, civic, charitable or industry sector association boards or committees, (3) deliver lectures or fulfill speaking engagements and attention to (4) manage personal investments, so long as such business interests provided such business interests activities do not materially interfere with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference. (c) During the Employment Term, the Employee shall serve, if elected or appointed, ’s responsibilities as a director an employee of the Company, as a director Company in accordance with this Agreement. Company hereby acknowledges and officer of any subsidiary of the Company, and as a member of any committee of the Board or of approves that Employee currently serves on the board of directors of any subsidiary Horizon Health Corporation. Notwithstanding the provisions of this Sections 3(a)(ii) and (iii), Employee may continue to fulfill his obligations to Select Medical Corporation, provided such obligations do not (A) interfere with the performance of Employee’s responsibilities as an Employee of the Company. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by accordance with this Agreement and consideration for the compensation provided for herein(B) violate Employee’s covenants and obligations under this Agreement, including Sections 8, 9 and 10.

Position and Duties. (a) During 4.1 The Executive is employed by the Employment Term, Employer in the Employee shall serve as Chief Executive Officer Position and (will be appointed by Parent Company to the extent elected same Positon in Parent Company. 4.2 The Executive will perform duties and have responsibilities consistent with the Position and as designated or appointed as a director of assigned by the Company) Chairman of the Board of the Company, accountable only to the Board of Directors of the Company (the "Board"). In such capacities, the Employee shall perform the duties of Chief Executive Officer and Chairman of the Board, as set forth in the Company's Bylaws, as they may be amended Employer from time to time. The Executive’s initial duties and responsibilities are set out in Schedule 2. 4.3 The Executive must report to the Executive Chairman of the Parent Company, and shall have such or other duties, functions, responsibilities, and authority commensurate with such offices position as are may be nominated by the Employer or Parent Company from time to time delegated time. 4.4 In the performance of the Duties, and at all times during the Employment, the Executive must: (1) serve the Employer faithfully, honestly and diligently; (2) act at all times in the Employer’s and the Group’s best interests; (3) use the Executive’s best endeavours to protect and promote the reputation and business interests of the Employer and the Group; (4) not act in conflict with the interests of the Employer or any Group Company; (5) perform the Duties with all due care and skill, and to the Employee best of the Executive’s knowledge and abilities; (6) work the hours reasonably necessary to perform the Duties, which may include work outside the Employer’s normal business hours, on weekends and public holidays; (7) act in a professional and ethical manner; (8) comply with all reasonable and lawful directions of the Employer; (9) comply with the policies and procedures of the Employer and the Group; (10) maintain any and all registrations, qualifications, certifications and professional standards which are necessary for him to fulfil the Duties in accordance with the Corporations Act; (11) comply with state and federal laws relating to health and safety, discrimination, bullying and harassment; (12) act at all times within the levels of authority delegated by the Employer Board and Parent Company Board, provided that such duties, functions, responsibilities, ; and (13) provide the Employer Board and authority are reasonable Parent Company Board and customary for a person serving as Chief Executive Officer Chairman with information and Chairman reports: (a) about the affairs of the Employer, as the Employer Board of an enterprise comparable and Parent Company Board may request from time to the Company.time; and (b) During generally, so as to keep the Employment Term, the Employee shall devote a substantial majority Employer Board and Parent Company Board fully informed of his time, skill, and attention and his best efforts during normal business hours all material developments in or relevant to the business and affairs Employer’s affairs, within the scope of the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness Duties. 4.5 The Executive will not accept any payment or other disability. The Company acknowledges that the Employee has outside benefit as an inducement or reward for any act or omission in connection with any matter or business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities transacted by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director on behalf of the Company, as a director and officer of Employer or any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the Group Company. (d) All services that 4.6 Nothing in clause 4 limits the Employee may render Executive’s duties of good faith or fidelity to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for hereinEmployer.

Position and Duties. During the Engagement Period, Chairwoman will report to the Board and (a) continue to serve as the Chief Executive Officer of Holdings and its Subsidiaries until April 1, 2014 or an earlier date as determined by the Board (such date, the “CEO End Date”) and (b) commencing on the CEO End Date (x) serve as the non-executive Chairwoman of the Board and render such services to Holdings and its Subsidiaries as are assigned to Chairwoman by the Board consistent with her position and (y) serve as a member of the Board. During the Employment TermEngagement Period, the Employee shall serve Chairwoman will devote her best efforts and appropriate business time and attention to her role as Chief Executive Officer and (to the extent elected or appointed as a director of the Company) Chairman Chairwoman of the Board of the Company, accountable only (as applicable) and perform her duties and responsibilities to the Board best of Directors her abilities in a diligent, trustworthy, businesslike and efficient manner. For the sake of the Company clarity and subject to Section 8, Chairwoman shall be permitted to continue to perform such business and charitable activities (the "Board"including her services for Rocky Mountain Children’s Law Center). In such capacities, the Employee shall perform the duties of Chief Executive Officer and Chairman of the Board, as set forth in the Company's Bylaws, as they may be amended from time to time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are from time to time delegated to the Employee by the Boardshe desires, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of the Board of an enterprise comparable to the Company. (b) During the Employment Term, the Employee shall devote a substantial majority of his time, skill, and attention and his best efforts during normal business hours to the business and affairs of the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's Chairwoman’s performance of his such activities does not interfere in a material manner with Chairwoman’s performance of her duties hereunder; providedand provided further that, howeverwithout limiting Section 8, during the Engagement Period, Chairwoman will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in no event shall such any other activities by manner engage in the Employee be deemed to materially interfere business of providing cable television, Internet, data, telephony and other communications services (together with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference. (c) During the Employment Termall reasonably related activities, the Employee shall serve, if elected “Business”) other than (i) on behalf of Holdings or appointed, any Subsidiary or (ii) as a director passive owner of less than 5% of the Company, as outstanding stock of a director and officer corporation of any subsidiary class which is publicly traded, so long as Chairwoman has no direct or indirect participation in or managerial influence over the business of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the Companysuch corporation. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. (a) During the Employment Termterm of his employment hereunder (the "TERM"), the Employee Executive shall serve as Chief Executive Officer of the Company and (subject to the extent elected or appointed as a director of the Company) Chairman of the Board of the Company, accountable only Executive's re-election to the Board of Directors of the Company (the "BoardBOARD"). In such capacities, the Employee shall perform the duties of Chief Executive Officer and Chairman of the Board, as set forth in ) by the Company's Bylawsshareholders) as a member of, as they may be amended from time and the Chairman of, the Board. Executive shall have the authorities, duties and responsibilities that are customarily assigned to time, the chief executive officer and chairman of the board of a company of the size and nature of the Company; and shall have such other duties, functions, duties and responsibilities, and authority commensurate with such offices not inconsistent therewith, as are may from time to time delegated reasonably be assigned to the Employee him by the Board, provided that such duties, functions, responsibilities. The Company shall use all reasonable efforts to maintain Executive as a member of, and authority are reasonable Chairman of, the Board, and customary for a person serving as Chief Executive Officer and Chairman of the Board Company, throughout the Term. Executive agrees that upon the termination of an enterprise comparable to his employment as Chief Executive Officer of the Company, his chairmanship of, and membership on, the Board shall immediately and automatically terminate and he shall promptly execute any documents evidencing such termination that the Company may reasonably request him to execute. (b) In his capacity as Chief Executive Officer of the Company, Executive shall report solely and directly to the Board. All other senior executives of the Company shall, during the Term and unless Executive otherwise directs, report directly to Executive. (c) During the Employment Term, the Employee and excluding any periods of vacation and sick leave to which Executive is entitled, Executive shall devote a substantial majority substantially all of his time, skill, business time and attention and his best efforts during normal business hours to the business and affairs of the Company necessary to discharge and shall perform, faithfully and efficiently the diligently, his duties and responsibilities delegated hereunder. It shall not be considered a violation of the foregoing for Executive to: (i) serve on corporate, industry, civic, social or charitable boards or committees or engage in charitable activities and assigned to the Employee herein community affairs; (ii) accept and fulfill a reasonable number of speaking engagements; (iii) manage his own personal investments and affairs; and/or (IV) engage in business activities, consistent with past practice, involving one or pursuant heretomore of Starwood Capital Group, except for usualL.L.C., ordinaryStarwood Capital Group, L.P., their affiliates, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges related parties (collectively, "STARWOOD ENTITIES"); provided that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests foregoing activities do not materially interfere with the Employee's performance of his duties Executive's responsibilities hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the Company. (d) All services that Executive agrees to discharge his duties and obligations under this Agreement in accordance with such reasonable policies, consistent with the Employee may render to express terms of this Agreement, as the Company may from time to time (either before or any after the Effective Date) adopt and communicate to Executive. (e) During the Term, Executive's principal office, and principal place of its subsidiaries in any capacity during the Employment Term employment, shall be deemed to be services required by this Agreement and consideration for at the compensation provided for hereinCompany's principal executive offices in Manhattan.

Position and Duties. (a) During The Company hereby agrees to employ the Employment Term, Executive as Senior Vice President of the Employee shall serve as Company and President and Chief Executive Officer and (to the extent elected or appointed as a director of the Company) Chairman of U.S. Flag Strategic Business Unit. The Executive hereby agrees to serve the Board of Company in such capacity during the CompanyTerm, accountable only as defined in Section 2 hereof. The Executive shall have such duties and responsibilities as are customary and reasonable to such positions, as may be assigned to him by the Board of Directors of the Company (the "“Board"). In such capacities, the Employee shall perform the duties of Chief Executive Officer and Chairman of the Board, as set forth in the Company's Bylaws, as they may be amended ”) from time to time. The Executive shall be subject to, and shall have such other dutiesact in accordance with, functions, responsibilitiesall lawful instructions and directions of, and authority commensurate with such offices as are from time to time delegated to shall report to, the Employee by the Board, provided that such duties, functions, responsibilities, Board and authority are reasonable all policies and customary for a person serving as Chief Executive Officer and Chairman rules of the Board of an enterprise comparable Company applicable to the Companyexecutive officers. (b) During the Employment Term, the Employee shall devote a substantial majority of his time, skill, and attention and his best efforts during normal business hours to the business and affairs of the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary excluding any periods of vacation and absence due sick leave to illness or other disability. The Company acknowledges that which the Employee has outside business interests and agrees that Executive is entitled, the Employee may Executive shall devote a portion of his time full working time, energy and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunder; providedand responsibilities hereunder and shall diligently endeavor to promote the business and best interests of the Company. Notwithstanding the foregoing, however, in no event shall such other activities by to the Employee be deemed to materially extent that it does not interfere with the Employee's performance of Executive’s duties hereunder until hereunder, Executive may (i) with the Employee has been notified prior consent of the Board, serve on the boards of directors or equivalent bodies of trade associations and/or charitable organizations; (ii) engage in writing thereof by charitable activities and community affairs; (iii) manage his personal, financial and legal affairs; and (iv) continue to hold his 50% stake in, and participate in the Board and been given a reasonable period in which to cure such interferencebusinesses that are owned by, SeaChange Partners LLC. (c) During the Employment TermThe Executive’s principal place of employment shall be Tampa, the Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the CompanyFlorida. (d) All services that During the Employee may render to Term, the Company or any shall put Executive up for election to serve as a member of its subsidiaries the Board. The Executive will receive no additional compensation in any capacity during respect of his service on the Employment Term Board, but shall be deemed retain and continue to be services required by this Agreement vest in the equity awards granted coincident with the 2016 annual meeting of the Company’s shareholders, in accordance with the terms and consideration for the compensation provided for hereinconditions of such awards.

Position and Duties. (a) During Employee will be employed as the Employment TermBank’s Senior Executive Vice President and Chief Lending Officer. In those roles, he shall have the Employee shall serve as Chief Executive Officer duties and (responsibilities set forth in this Agreement and in the By-Laws of the Bank, subject to the extent elected or appointed as a director direction of the Company) Chairman of the Board of the Company, accountable only to the Board of Directors of the Company Bank (the "“Board")”) and the Bank’s Chief Executive Officer. In such capacitiesAs the Bank’s Senior Executive Vice President and Chief Lending Officer, the Employee shall perform the duties of Chief Executive Officer each such office as is customary in the commercial banking industry and Chairman of the Boardsuch additional duties not inconsistent therewith, as set forth in the Company's Bylaws, as they may be amended from time to time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are from time to time delegated be reasonably requested of him by the Board or the Bank’s Chief Executive Officer. Employee will devote substantially all his professional time, attention, and energy to the business of the Bank. Employee agrees to perform his duties conscientiously, efficiently and to the best of his ability. Except with the prior consent of the Bank’s Board of Directors, Employee will not, during the term of this Agreement, engage directly or indirectly, in any other business activity that is or may be competitive with or might place him in a competing position to that of the Bank or any company affiliated with the Bank. Notwithstanding the foregoing, Employee may (i) serve in any capacity with any civic, educational or charitable organization, or any trade association, without seeking or obtaining approval by the Board, provided that such duties, functions, responsibilities, activities and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of the Board of an enterprise comparable to the Company. (b) During the Employment Term, the Employee shall devote a substantial majority of his time, skill, and attention and his best efforts during normal business hours to the business and affairs of the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests service do not materially interfere or conflict with the Employee's performance of his duties hereunderhereunder and (ii) with the approval of the Board serve on the boards of directors of other corporations that are not involved in commercial banking or similar business activities; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference. (c) During the Employment Term, the Employee shall servenot directly or indirectly acquire, if elected hold, or appointed, as a director retain any beneficial interest in any business competing with or similar in nature to the business of the Company, as a director Bank except passive shareholder investments in other financial institutions and officer of any subsidiary their respective affiliates which do not exceed three percent (3%) of the Company, and as a member of any committee of outstanding voting securities in the Board or of the board of directors of any subsidiary of the Company. (d) All services that the Employee may render to the Company or any of its subsidiaries aggregate in any capacity during the Employment Term shall be deemed to be services required by this Agreement single financial institution and consideration for the compensation provided for hereinits affiliates on a consolidated basis.

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 TermPeriod, the Employee shall will serve as the Chief Communications Officer of the Company and of Edelman Financial Services, LLC, and shall at all times report directly to the Chief Executive Officer and (to the extent elected or appointed as a director of the Company) Chairman of the Board of the Company, accountable only to the Board of Directors of the Company Holdco (the "Board"“CEO”). In such capacities; provided, the that Employee shall perform the duties of Chief Executive Officer and Chairman of the Board, as set forth in the Company's Bylaws, as they may be amended from time to time, and shall have such other dutiespowers and perform such additional duties as may be assigned or delegated to Employee from time to time by the CEO. During the Employment Period, functions, responsibilities, Employee shall at all times have the powers and authority commensurate with such offices as are from time to time delegated to the Employee by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of the Board of an enterprise comparable to the Companyhis position. (biii) During At all times during the Employment TermPeriod, Employee agrees to (A) perform all services related to Employee’s employment hereunder faithfully and diligently and to discharge the Employee shall responsibilities thereof to the best of Employee’s ability, (B) devote a substantial majority of his time, skill, full business time and attention and his energies to the duties of Employee’s employment under this Agreement, and (C) use Employee’s reasonable best efforts to promote the business of Holdco and its Controlled Affiliates. Notwithstanding the foregoing, during normal the Employment Period and thereafter, Employee may continue to serve as a manager and/or on any board of directors, trustees of any business hours corporation, partnership or any charitable organization which he currently serves, each set forth on Annex A attached hereto, and subject to the business and affairs of the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or prior approval of the board of directors of any subsidiary of ▇▇▇ Summer GP, LLC (the Company. (d“Board”) All services that during the Employment Period, Employee may render accept appointment to serve on any board of directors or trustees of any business organization or any charitable organization, so long as, in each case, (x) such activities do not, individually or in the Company aggregate, conflict or materially interfere with the performance of Employee’s duties or obligations hereunder and (y) such business organization is not engaged in activities that compete with the business of Holdco or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for hereinControlled Affiliates.

Position and Duties. (a) During the Employment TermTerm (as defined in Section 2 hereof), the Employee shall serve as the President and Chief Executive Financial Officer and (to the extent elected or appointed as a director of the Company) Chairman of the Board of the Company, accountable only provided that, as of the Promotion Effective Date, Employee shall serve as the Chief Executive Officer of the Company (each, respectively, the “Position”). In this capacity, the Employee shall have the duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to the Employee that are not inconsistent with the Employee’s applicable Position with the Company. The Employee’s principal place of employment shall be in Midland, Texas, provided that the Employee understands and agrees that the Employee may be required to travel from time to time for business purposes. The Employee shall report directly to the Board of Directors of the Company (the "“Board"”). In such capacitiesFor avoidance of doubt, the Employee shall perform acknowledges and agrees that the duties of Employee’s transition to Chief Executive Officer upon the Promotion Effective Date shall not be deemed Good Reason for purposes herein or otherwise or trigger any additional rights to him under any arrangement by reason of his no longer serving President and Chairman Chief Financial Officer of the Board, as set forth in the Company's Bylaws, as they may be amended from time to time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are from time to time delegated to the Employee by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of the Board of an enterprise comparable to the Company. (b) During the Employment Term, the Employee shall devote a substantial majority substantially all of his the Employee’s business time, skillenergy, business judgment, knowledge and skill to the performance of the Employee’s duties with the Employer and the Company, provided that the foregoing shall not prevent the Employee from (i) serving on the boards of directors of non-profit organizations and, with the prior written approval of the Board, other for profit companies, (ii) participating in charitable, civic, educational, professional, community or industry affairs, and attention and his best efforts during normal business hours to (iii) managing the business and affairs of Employee’s passive personal investments so long as such activities in the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests aggregate do not materially interfere or conflict with the Employee's performance of his ’s duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to hereunder or create a potential business or fiduciary conflict or materially interfere with the performance of the Employee's duties hereunder until ’s obligations to the Employer or the Company under this Agreement. The for profit company boards on which the Employee has currently serves, all of which have been notified in writing thereof approved by the Board and been given a reasonable period in which to cure such interferenceBoard, are listed on Exhibit A hereto. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the Company. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. (a) During the Employment Term, the Employee Executive shall serve be employed as the Company’s Senior Vice President, Manufacturing and Technical Operations and Chief Technology Officer as well as President of PCT and shall perform duties consistent with such positions and such other related duties as the Company’s Chief Executive Officer (“CEO”) otherwise shall reasonably request. The CEO shall have the power to direct, control and (supervise the duties to the extent elected or appointed as a director of the Company) Chairman of the Board of the Company, accountable only to the Board of Directors of the Company (the "Board"). In such capacitiesbe performed hereunder, the Employee shall perform means and the duties manner of Chief Executive Officer and Chairman of the Board, as set forth in the Company's Bylaws, as they may be amended from time to time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are from time to time delegated to the Employee by the Board, provided that performing such duties, functionsand the terms and time for performing said duties as are reasonable in keeping with Executive’s office and positions. Executive shall report to the CEO or such other person as may be mutually agreed upon (any such person to assume the related authority of the CEO), responsibilitiesincluding but not limited to direct responsibility for all day-to-day operations of PCT, and authority are reasonable and customary for a person serving such other related duties as Chief Executive Officer and Chairman of the Board of an enterprise comparable to the Company. (b) ’s CEO shall reasonably request. During the Employment Term, and except for vacation in accordance with Section 5(a) below, the Employee Executive shall devote a substantial majority of his full business time, skillattention, skill and attention and his best efforts during normal business hours to the business and affairs of the Company necessary Company, PCT and its subsidiaries and shall comply with the Company’s code of conduct, policies and procedures in place from time to discharge faithfully and efficiently time; provided, however; the duties and responsibilities delegated and assigned foregoing shall not prevent the Executive from (a) engaging in not-for-profit activities (e.g., board membership with charitable, educational, or religious organizations), (b) serving on the board of directors of the Alliance for Regenerative Medicine , or in the event that the Executive ceases to serve on such boards, then, subject to the Employee herein prior written approval of the Board, which shall not be unreasonably withheld, serving on the board of directors (or pursuant heretosimilar governing body) of not more than two (2) other business entities that are not competitors of the Company (as determined in good faith by the Board, except for usualit being understood that a failure to approve if service would be inconsistent with ISS standards is reasonable), ordinaryor (c) managing the Executive’s personal and immediate family member’s passive investments, and customary periods of vacation and absence due to illness as long as, in each case, such activities individually or other disability. The Company acknowledges that in the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests aggregate do not materially interfere or conflict with the Employee's performance of his Executive’s duties hereunderhereunder or create a potential business or fiduciary conflict (in each case, as determined in good faith by the Board). Executive shall initially be based in Allendale, New Jersey; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the Company. (d) All services it is understood that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term Executive shall be deemed required to be services required by this Agreement travel (both within the US and consideration for the compensation provided for hereinabroad) as reasonably necessary to perform his duties hereunder.

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 TermPeriod, the Employee shall will serve as the Executive Vice President-Corporate of the Company and the Executive Vice President of the Employer, and shall at all times report directly to the Chief Executive Officer and (to the extent elected or appointed as a director of the Company) Chairman of the Board of the Company, accountable only to the Board of Directors of the Company Holdco (the "Board"“CEO”). In such capacities; provided, the that Employee shall perform the duties of Chief Executive Officer and Chairman of the Board, as set forth in the Company's Bylaws, as they may be amended from time to time, and shall have such other dutiespowers and perform such additional duties as may be reasonably assigned or delegated to Employee from time to time by the CEO. During the Employment Period, functions, responsibilities, Employee shall at all times have the powers and authority commensurate with such offices as are from time to time delegated to the Employee by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of the Board of an enterprise comparable to the Companyhis position. (biii) During At all times during the Employment TermPeriod, Employee agrees to (A) perform all services related to Employee’s employment hereunder faithfully and diligently and to discharge the Employee shall responsibilities thereof to the best of Employee’s ability, (B) devote a substantial majority of his time, skill, full business time and attention and his energies to the duties of Employee’s employment under this Agreement, and (C) use Employee’s reasonable best efforts to promote the business of Holdco and its Controlled Affiliates. Notwithstanding the foregoing, during normal the Employment Period and thereafter, Employee may continue to serve as a manager and/or on any board of directors, trustees of any business hours corporation, partnership or any charitable organization which he currently serves, each set forth on Annex A attached hereto, and subject to the business and affairs of the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or prior approval of the board of directors of any subsidiary of ▇▇▇ Summer GP, LLC (the Company. (d“Board”) All services that during the Employment Period, Employee may render accept appointment to serve on any board of directors or trustees of any business organization or any charitable organization, so long as, in each case, (x) such activities do not, individually or in the Company aggregate, conflict or materially interfere with the performance of Employee’s duties or obligations hereunder and (y) such business organization is not engaged in activities that compete with the business of Holdco or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for hereinControlled Affiliates.

Position and Duties. (a) During the Employment TermPeriod, Executive shall, subject to the Employee shall provisions of Section 1 above, serve as Chief Executive Officer and (to the extent elected or appointed as a director of the Company) Chairman of the Board of the Companyand, accountable only to unless the Board of Directors of the Company (the "“Board"). In such capacities”) and Executive shall jointly determine otherwise, the Employee shall perform the duties of Chief Executive Officer of the Company and shall be nominated for election, and if so elected shall continue to serve, as a member of the Board and, unless the Board and Executive shall jointly determine otherwise, Chairman of the Board. During the Employment Period, as set forth in the Company's Bylaws, as they may be amended from time to time, and Executive shall have the duties, responsibilities and obligations (a) as are customarily assigned to individuals serving as the Chairman and Chief Executive Officer of comparable companies and (b) as have been assigned, exercised or assumed in accordance with past practice, together with such other duties, functions, responsibilities, responsibilities and authority commensurate obligations consistent with such offices positions as are the Board shall from time to time delegated to the Employee by the Boardspecify, provided that such additional duties, functionsresponsibilities and obligations are fair and reasonable under the circumstances, responsibilitiesdo not unreasonably increase the demands upon the Executive’s time or energies, and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of not inconsistent with the Board of an enterprise comparable to Executive’s position(s) with the Company. (b) . During the Employment TermPeriod, the Employee Executive will be the most senior executive to report to the Board. The Executive shall devote a substantial majority of his time, skill, such time and attention and his best efforts during normal business hours energy to the business and affairs of the Company as he deems reasonably necessary to discharge faithfully and efficiently perform the duties of these positions and responsibilities delegated shall use his best efforts, skills and assigned abilities to improve and advance the Employee herein or pursuant heretobusiness and interests of the Company and its subsidiaries. Without limiting the generality of the foregoing, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The the Company hereby acknowledges that the Employee Executive has outside business interests certain responsibilities to the ▇▇▇▇▇▇ group of companies, and may have a direct and/or indirect ownership interest in other non-competing companies, and provided that the Executive otherwise has performed his duties on behalf of the Company hereunder, the Company agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially nothing contained in this Agreement shall prohibit or interfere with the Employee's performance of his duties hereunder; provided, however, such ownership interest or responsibilities. Nothing contained in no event this Section 2 shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference. preclude Executive from (ci) During the Employment Term, the Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of serving on the board of directors of any subsidiary business corporation, unless such service would be contrary to applicable law, (ii) serving on the board of directors of, or working for, any charitable or community organization or (iii) pursuing his personal financial and legal affairs, so long as such activities, individually or collectively, do not interfere with the performance of Executive’s duties hereunder or violate any of the Companyprovisions of Section 6 hereof. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. During the Employment Period, Executive will (a) During the Employment Term, the Employee shall serve as the Chairwoman and Chief Executive Officer of Holdings and (its Subsidiaries and will render such managerial, analytical, administrative, marketing, creative and other executive services to the extent elected or appointed as a director of the Company) Chairman of the Board of the Company, accountable only to the Board of Directors of the Company (the "Board"). In such capacities, the Employee shall perform the duties of Chief Executive Officer Holdings and Chairman of the Board, as set forth in the Company's Bylaws, as they may be amended from time to time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices its Subsidiaries as are from time to time delegated necessary in connection with the management and affairs of Holdings and its Subsidiaries, in each case subject to the Employee by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of the Board of an enterprise comparable to Directors of Holdings (the Company. “Board”), and (b) serve as a member of the Board. During the Employment TermPeriod, the Employee shall Executive will devote a substantial majority her best efforts and substantially all of his time, skill, her business time and attention (except for permitted vacation periods and his best efforts during normal business hours reasonable periods of illness or other incapacity) to the business and affairs of Holdings and its Subsidiaries; provided that, without limiting Section 7, during the Company necessary Employment Period, Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing cable television, Internet, data, telephony and other communications services (together with all reasonably related activities, the “Business”) other than (i) on behalf of Holdings or any Subsidiary or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in or managerial influence over the business of such corporation. Executive will report to discharge faithfully and efficiently the Board. Executive will perform her duties and responsibilities delegated and assigned to the Employee herein or pursuant heretobest of her abilities in a diligent, except for usualtrustworthy, ordinarybusinesslike and efficient manner. Subject to Section 7, and customary periods of vacation and absence due Executive shall be permitted to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention continue to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of serve on the board of directors the Rocky Mountain Children’s Law Center and perform such charitable activities, as she desires, providedthat Executive’s performance of such activities does not interfere in a material manner with Executive’s performance of her duties hereunder. If the Executive desires to serve on any subsidiary boards other than those specified in the preceding sentence she may do so with the consent of the Company. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed Board, such consent not to be services required by this Agreement and consideration for the compensation provided for hereinunreasonably withheld.

Position and Duties. (a) During the Employment TermTerm (as defined in Section 2 hereof), the Employee shall serve as the Chief Executive Officer and (to of the extent elected or appointed Business and, upon appointment as provided in Section 1(d) below, as a director member of the Company) Chairman of the Board of the Company, accountable only to the Board of Directors of the Company (the "“Board"”). In such capacitiesthis capacity, the Employee shall perform have responsibility for the duties of Chief Executive Officer general management and Chairman control of the Board, as set forth in business and affairs of the Company's Bylaws, as they may be amended from time to time, Business and shall have all duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, functions, responsibilities, authorities and authority commensurate with such offices responsibilities as are the Chairman (the “Chairman”) of the Board shall designate from time to time delegated to that are not inconsistent with the Employee by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving Employee’s position as Chief Executive Officer and Chairman of the Board Business. Such duties include, but are not limited to (1) managing the day-to-day operations of an enterprise comparable the Business, (2) managing the efforts of the Business to comply with applicable laws and regulations, (3) promotion of the Business and its services, (4) supervising employees of the Business, (5) providing prompt and accurate reports to the CompanyBoard regarding the affairs and condition of the Business, and (6) making recommendations to the Board concerning the strategies, capital structure, tactics, and general operations of the Business. The Employee shall report to the Chairman, as well as to the board of directors of any subsidiary he may serve hereunder. (b) During the Employment Term, the Employee shall devote a substantial majority all of his the Employee’s business time, skillenergy and skill and the Employee’s best efforts to the performance of the Employee’s duties with the Company; provided, that the foregoing shall not prevent the Employee from (i) serving on the boards of directors of non-profit organizations and, with the prior written approval of the Board in each instance, other for-profit companies, (ii) participating in charitable, civic, educational, professional, community or industry affairs, and attention and his best efforts during normal business hours to (iii) managing the business and affairs Employee’s passive personal investments; so long as such activities do not, individually or in the aggregate, interfere or conflict with the Employee’s duties hereunder or create a potential conflict of interest; provided further, that the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to foregoing shall not prevent the Employee herein from participating in other non-passive activities if, as and when approved by the Board, in each instance. If the Board determines, in its sole discretion, that any outside activity or pursuant heretoactivities pose or will pose a conflict of interest, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially commitments required interfere with the Employee's performance of his the Employee’s duties hereunder; provided, howevereven if previously approved, in no event shall such other activities by the Employee be deemed to materially interfere with shall, at the Employee's duties hereunder until request of the Employee has been notified in writing thereof by Board, cease such activities at the Board and been given a reasonable period in which to cure such interferenceearliest available opportunity. (c) During the Employment Term, the The Employee shall serve, if elected serve hereunder as an officer or appointed, as a director of the Company, as a director and officer of any subsidiary or division of the Company, and as a member of Company that includes any committee portion of the Board or of Business as requested by the board of directors of Company from time to time without any additional compensation therefor. The Company may, without limiting its liability hereunder, cause any subsidiary of to assume the Company’s obligations hereunder. (d) All services that The Board shall take such action as may be necessary to appoint or elect the Employee may render to as a member of the Company or any Board as of its subsidiaries in any capacity the Effective Date. Thereafter, during the Employment Term (as defined in Section 2 hereof), the Board shall nominate the Employee for re-election as a member of the Board at the expiration of the then current term; provided, that the foregoing shall not be deemed required to be services required the extent prohibited by this Agreement and consideration for the compensation provided for hereinlegal or regulatory requirements.

Position and Duties. (a) During The Company shall employ the Executive during the Employment Term, Period in the Employee position of Executive Vice President of Corporate Development and Business Affairs of the Company. The Executive shall serve as report directly to the Company's Chief Executive Officer (the "Company CEO") and (to the extent elected or appointed as shall be a director member of the Company) Chairman of the Management Board of the Company. Subject to the powers, accountable only to authority and responsibilities vested in the Board of Directors of the Company (the "Board"), in duly constituted committees of the Board and in the Company CEO, the Executive shall have responsibility for the Corporate Development function for the Company, including any and all mergers, acquisitions and other business combinations. In such capacitiesaddition, the Employee Executive will be responsible for the global legal matters pertaining to the Company, the Board, all committees of the Board and all subsidiaries and affiliates of the Company. In accordance with the general practices of a general counsel of a publicly-traded company, the Executive will be responsible for all matters pertaining to the Company's compliance with Securities and Exchange Commission, New York Stock Exchange and other governmental laws and regulations. The Executive will have responsibility for the hiring, retention and supervision of the in-house legal staff of the Company. The Executive will be responsible for and make relevant determinations concerning the retention, hiring and supervision of outside counsel for the Company, the Board, all committees of the Board and all subsidiaries and affiliates of the Company. In accordance with corporate policy, the Executive will approve all payments for legal fees and charges at limits prescribed by the Company's management. During the Employment Period, the Executive shall perform faithfully and loyally and to the best of the Executive's abilities his duties hereunder, shall devote his full business time, attention and efforts to the affairs of Chief the Company and shall use his reasonable best efforts to promote the interests of the Company. Notwithstanding the foregoing, the Executive Officer and Chairman may engage in charitable, civic or community activities, provided that they do not interfere with the performance of the Executive's duties hereunder and, with the prior approval of the Board, as set forth in the Company's Bylaws, as they may be amended from time to time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are from time to time delegated to the Employee by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of the Board of an enterprise comparable to the Company. (b) During the Employment Term, the Employee shall devote a substantial majority of his time, skill, and attention and his best efforts during normal business hours to the business and affairs of the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference. (c) During the Employment Term, the Employee shall serve, if elected or appointed, serve as a director of any business corporation; provided that such service does not violate the Company, as a director and officer terms of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the Companycovenants contained in Section 7 hereof. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. (a) During the Employment TermPeriod, the Employee Executive shall (i) serve as the President and Chief Executive Officer and (to the extent elected or appointed as a director of the Company) Chairman of the Board of the Company, accountable only 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, (ii) report directly to the Board of Directors of the Company (the "“Board"”). In such capacities, the Employee shall perform the duties of Chief Executive Officer (iii) initially be appointed to, and Chairman thereafter be nominated to, serve as a member of the Board, as set forth in the Company's Bylaws, as they may be amended from time to time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are from time to time delegated to the Employee by (iv) while serving on the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving serve as Chief Executive Officer and the Chairman of the Board of an enterprise comparable to and (v) perform his duties at the Company’s corporate headquarters in Columbus, Ohio. (b) During The Executive agrees that during the Employment TermPeriod, he shall devote his full business time, energies and talents to serving in the positions described in Section 3(a) and he shall perform his duties faithfully and efficiently subject to the directions of the Board. Notwithstanding the foregoing provisions of this Section 3(b), the Employee shall devote Executive may (i) serve as a substantial majority of his timedirector, skilltrustee or officer or otherwise participate in not-for-profit educational, welfare, social, religious and attention civic organizations; and his best efforts during normal business hours (ii) acquire passive investment interests in one or more entities, to the extent that such other activities do not inhibit or interfere with the performance of the Executive’s duties under this Agreement, or conflict in any material way with the business and affairs or policies of the Company necessary to discharge faithfully and efficiently or any subsidiary or affiliate of the duties and responsibilities delegated and assigned to Company (the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability“Affiliated Entities”). The Company Company, without limitation, expressly acknowledges that the Employee has outside business interests and agrees that Executive currently serves on and, subject to the Employee conditions in the preceding sentence, may devote a portion continue his service on the boards of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director directors of the Company, as a director National Constitution Center and officer of any subsidiary of the Company, and Eisenhower Fellowships. The Executive may continue to serve as a member of any committee of the Board or of the board of directors of any subsidiary Exelon Corporation through the remainder of his current term of service and, with the prior consent of the Company. Board (d) All services which consent shall not be unreasonably withheld), the Executive may serve on the board of directors of Exelon Corporation past his current term of service and, after January 1, 2010, may serve as a director of up to one other for-profit entity; provided that any service as a board member of another entity shall, in any event, be subject to the Employee may render to aforesaid conditions regarding interference with the Executive’s duties under this Agreement and conflict with the business or policies of the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for hereinAffiliated Entities.

Position and Duties. (a) During the Employment TermTerm (as defined below), from the Employee Effective Date until July 1, 2018, ▇▇▇▇▇▇▇ shall serve as Executive Vice President and shall report to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, the Chief Executive Officer of Employer, and (to from July 1, 2018 through the extent elected or appointed as a director remainder of the CompanyTerm, ▇▇▇▇▇▇▇ shall serve as the Chief Executive Officer of Employer and shall report to ▇▇▇ ▇▇▇▇▇ ("▇▇▇▇▇") Chairman of the Board of the Company, accountable only to and the Board of Directors of the Company (the "Board")) of Marquis Affiliated Holdings., LLC, "Holdings". In such capacitiesWhile he is Executive Vice President, ▇▇▇▇▇▇▇ shall "shadow" the Employee shall perform the duties of Chief Executive Officer and Chairman upon mutual agreement of ▇▇▇▇▇▇▇ and the BoardChief Executive Officer, ▇▇▇▇▇▇▇ shall manage all the Employer's department managers. While he is Chief Executive Officer, ▇▇▇▇▇▇▇ shall be primarily responsible for managing the Marquis Business (as defined below) and coordinating its finance, manufacturing, and sales activities to increase its growth and profitability: ▇▇▇▇▇▇▇ shall perform diligently such duties and such other duties as are customarily performed by executive vice presidents and chief executive officers, as set forth the case may be, of comparable companies in the Company's Bylawssame or similar industry as the Marquis Business, together with such other duties as they may be amended from time to time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are reasonably required from time to time delegated to the Employee by ▇▇▇▇▇ or the Board, provided which duties shall be consistent with his position as set forth above. ▇▇▇▇▇▇▇ shall from time to time report to ▇▇▇▇▇ and the Board bn all matters within his knowledge that such duties, functions, responsibilities, should be brought to Isaac's and authority are reasonable the Board's attention. ▇▇▇▇▇▇▇ shall see that all resolutions and customary for a person serving as Chief Executive Officer and Chairman orders of the Board of an enterprise comparable are carried into effect, and in connection with the foregoing, shall be authorized to delegate to the Company. (b) During the Employment Termother officers and employees of, the Employee shall devote a substantial majority or consultants to, Employer such of his time, skill, powers and attention and his best efforts during normal business hours to the business and affairs of the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disabilityas he deems advisable. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference. (c) During the Employment Term, the Employee shall serve▇▇▇▇▇▇▇ shall, if elected requested, also serve as an officer or appointed, as a director of the Company, as a director and officer of any subsidiary of the CompanyMarquis for no additional compensation, and provided that service as a member an officer or director of any committee such subsidiary shall not substantially expand the duties of the Board or ▇▇▇▇▇▇▇ under this Agreement. ▇▇▇▇▇▇▇'▇ principal place of the board of directors of any subsidiary of the Company. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term work shall be deemed to be services required ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, unless otherwise mutually agreed by this Agreement and consideration for the compensation provided for hereinparties.

Position and Duties. (a) During the Employment TermPeriod, the Employee Executive shall serve as Chief Executive Officer and (to the extent elected or appointed as a director of the Company) Chairman of the Board of Directors and Chief Executive Officer of each of the CompanyCompany and Tronox Limited, accountable only and in the event of any corporate transaction or reorganization, he shall serve as the Chairman of the Board of Directors and Chief Executive Officer of any successor to either such Company including any successor to substantially all of the assets or businesses of either Company in accordance with Section 14 of this Agreement. In such capacity, the Executive shall have the duties, responsibilities and authorities customarily associated with the positions of Chairman and Chief Executive Officer, respectively, in companies the size and nature of the Company and Tronox Limited, respectively. The Executive shall devote the Executive’s reasonable best efforts and substantially all of the Executive’s business time to the performance of the Executive’s duties hereunder and the advancement of the business and affairs of the Company and shall be subject to, and shall comply in all material respects with, the policies of the Company and the Company Affiliates applicable to the Executive, to the extent such policies have been furnished to him in writing; provided that the Executive shall be entitled (i) to serve as a member of the board of directors of a reasonable number of other companies, subject to the advance approval of the Board of Directors of the Company (the "“Board"”). In , which approval shall not be unreasonably withheld, (ii) to serve on civic, charitable, educational, religious, public interest or public service boards, and (iii) to manage the Executive’s personal and family investments, in each case, to the extent such capacitiesactivities do not materially interfere, as determined by the Employee shall perform Board in good faith, with the duties of Chief Executive Officer and Chairman performance of the Board, as set forth in the Company's Bylaws, as they may be amended from time to time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are from time to time delegated to the Employee by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of the Board of an enterprise comparable to the Company. (b) During the Employment Term, the Employee shall devote a substantial majority of his time, skill, and attention and his best efforts during normal business hours to the business and affairs of the Company necessary to discharge faithfully and efficiently the Executive’s duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the Company. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. (ai) During the Employment Term, the Employee shall serve as Chief Executive Officer Senior Vice President — Sales and Marketing of the Company. In so doing, Employee shall have such powers and duties (to the extent elected including holding officer positions with one or appointed as a director more Subsidiaries of the Company) Chairman of the Board of the Company, accountable only to the Board of Directors of the Company (the "Board"). In such capacities, the Employee shall perform the duties of Chief Executive Officer and Chairman of the Board, as set forth in the Company's Bylaws, as they may be amended from time to time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are assigned from time to time delegated to the Employee by the Board, provided that so long as such duties, functions, responsibilities, powers and authority duties are reasonable and customary for a person serving as Chief Executive Officer senior vice president — sales and Chairman of the Board marketing of an enterprise comparable to the Company. Employee shall report to the Chief Operating Officer of the Company or to such other executive officer of the Company as the Board may from time to time determine after the date hereof (the “Reporting Officer”). (bii) During the Employment Term, the and excluding any periods of vacation and sick leave to which Employee shall is entitled, Employee agrees to devote a substantial majority all of his time, skill, and attention and his best efforts during normal Employee’s business hours time to the business and affairs of the Company and, to the extent necessary to discharge faithfully the responsibilities assigned to Employee hereunder, to (a) use Employee’s best efforts to perform diligently, faithfully, effectively and efficiently such responsibilities, (b) use Employee’s best efforts to promote the interests of the Company; (c) use Employee’s best efforts to maintain Employer’s status as a participating provider under the Medicare and Medicaid programs; and (d) perform such other duties and responsibilities delegated and assigned appropriate for Employee’s position as the Board or the Reporting Officer may from time to time reasonably direct. (iii) Employee shall not engage, directly or indirectly, in any other business, investment, or activity that interferes with the performance of Employee’s duties under this Agreement, is contrary to the Employee herein interests of the Company or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a requires any portion of his time Employee’s business time; provided, however, that during the Term, it shall not be a violation of this Agreement for Employee to (1) serve on the board of directors (or similar governing body) of one or more other companies that do not engage in a Competing Business if the Board has provided prior approval (which shall not be unreasonably withheld) for such service, (2) serve on corporate, civic, charitable or industry sector association boards or committees, (3) deliver lectures or fulfill speaking engagements and attention to (4) manage personal investments, so long as such business interests provided such business interests activities do not materially interfere with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference. (c) During the Employment Term, the Employee shall serve, if elected or appointed, ’s responsibilities as a director an employee of the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the CompanyCompany in accordance with this Agreement. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. (a) During the Employment Term, the Employee shall serve as manage and supervise all of the sales and marketing operations and activities of Company. Employee shall report to and be responsible directly to the Chief Executive or Chief Operating Officer and (to the extent elected or appointed as a director of the Company) Chairman of the Board of the Company, accountable only to the Board of Directors of the Company (the "Board"). In such capacities, the Employee shall perform the duties of Chief Executive Officer and Chairman of the Board, as set forth in the Company's Bylaws, as they may be amended from time to time, and shall have and perform such other duties, functions, responsibilities, duties and authority commensurate with such offices responsibilities relating to the business and operations of Company as are may be appropriate to Employee's position and as the Chief Executive or Chief Operating Officer of Company from time to time delegated may assign to him, which are not inconsistent therewith. Without limiting the Employee by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman generality of the Board foregoing, Employee shall have the following duties: (a) To supervise and conduct strategic planning for the acquisition of an enterprise comparable new affiliates; to negotiate and execute affiliate agreements and use his best efforts to maintain these relationships when acquired; to develop a comprehensive data base containing all cable television operators and the Companystatus of their affiliations. (b) To supervise and oversee creation of all collateral sales and marketing materials, affiliate kits, presentations (affiliate and ad sales) and all advertising; to develop community awareness and cross promotional concepts with cable operators and partners. (c) To supervise and oversee affiliate relations; to solicit, maintain, care for and preserve trafficking procedures and ▇▇▇▇▇▇▇▇; to develop market analysis and "hot lists" of potential affiliates and tie-ins. (d) To monitor support of the Recovery Network web site as it relates to marketing; to keep the web site fresh and current, while exploring potential new avenues of merchandising and distribution. (e) To supervise and oversee coordination and oversight of all public relations for the Network; to disseminate information internally; to be responsible for partnership relations and a Company newsletter. (f) To supervise exploration of outside merchandising regarding books, music, videos, etc. (g) To supervise development of budgets and variance procedures regarding such budgets for each of the areas under the control of sales and marketing. During the Employment Termterm of his employment, the Employee shall devote a substantial majority of his full time, skillattention, and attention and his best efforts during normal business hours to Company and to the furtherance of its interests and shall not directly or indirectly engage in, or enter into the employment of, or otherwise render services to or for, or act as a manager, member or officer of, any other business and affairs (other than established trade associations of the which Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, is a member) except for usualnon-remunerative participation in charitable organizations, ordinary, service as a director of non-competitive businesses and customary periods of vacation occasional consulting for Parenthood Television and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests Working America so long as those consulting duties do not materially interfere with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employeeemployee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interferenceunder this Agreement. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the Company. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. (a) During the Employment TermPeriod, the Employee Executive shall serve as Chief Executive Officer of the Company and in such other positions with the Company and its subsidiaries and affiliates consistent with Executive’s position as the Board of Directors (the “Board”) shall reasonably assign Executive from time to time. The Executive shall report to the extent elected or appointed Board and, during such time as a director of the Company) current Chairman of the Board (“Chairman”) also serves as an officer of the Company, accountable only to the Chairman. In connection with his appointment as Chief Executive Officer, the Board shall appoint the Executive as a member of Directors the Board. During the Employment Period, the Company shall also nominate Executive for re-election as a member of the Board at the expiration of each term of office, and Executive shall serve as a member of the Board for each period for which he is so elected. During the Employment Period, Executive shall devote all Executive’s business time on a full-time and exclusive basis to the services required hereunder, and shall perform such services in a manner consonant with the duties of Executive’s position. Executive shall be subject to the terms and conditions of any applicable policy of the Company (the "Board"). In such capacitiesincluding, without limitation, “The ▇▇▇▇ Disney Company and Associated Companies Standards of Business Conduct” booklet and the Employee shall perform the duties of Chief Executive Officer and Chairman of the BoardPolicy Manual), as set forth in the Company's Bylaws, reasonably made available and as they may be amended from time to time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are interpreted from time to time delegated by the Company, provided that, subject to the Employee by the Boardprovisions of Paragraph 7(a), provided that such duties, functions, responsibilitiesnothing herein shall preclude Executive from (i) engaging in charitable activities and community affairs, and authority are reasonable (ii) managing Executive’s personal investments and customary for a person serving affairs, so long as Chief Executive Officer and Chairman the activities listed in subclauses (i)-(ii) do not materially interfere, individually or in the aggregate, with the proper performance of the Board of an enterprise comparable to the Company. (b) During the Employment Term, the Employee shall devote a substantial majority of his time, skill, and attention and his best efforts during normal business hours to the business and affairs of the Company necessary to discharge faithfully and efficiently the Executive’s duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the Company. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. (a) During the Employment Term, the Employee Executive shall serve as the President and Chief Executive Operating Officer and (to the extent elected or appointed as a director of the Company) Chairman of the Board of the Company, accountable only to the Board of Directors of the Company (and shall have the "Board"). In authority, functions, duties, powers and responsibilities normally associated with such capacities, the Employee shall perform the duties of Chief Executive Officer positions and Chairman of as from time to time may be prescribed by the Board. The Executive agrees, subject to his election as set forth such and without additional compensation, to serve during the Term in such additional offices of comparable stature and responsibility to which he may be elected from time to time in the Company's Bylaws, as they may be amended from time Subsidiaries and to time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are from time to time delegated to the Employee by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of the Board of an enterprise comparable to the Company. (b) During the Employment Term, the Employee shall devote a substantial majority of his time, skill, and attention and his best efforts during normal business hours to the business and affairs of the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference. (c) During the Employment Term, the Employee shall serve, if elected or appointed, serve as a director of the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary and as a director of the Company's Subsidiaries. (db) All 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, (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 be the executive offices of the Company in the greater Oklahoma City area, subject to such reasonable travel as the performance of his duties in the business of the Company may require. (c) During the Term, the Executive shall not, directly or indirectly, without the prior written consent of the Board, render any services to any person (other than the Company and its Subsidiaries and other persons in which the Company may have an interest), or acquire any interest of any type in any such other person that the Employee may render to is in competition with the Company or any of its subsidiaries 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 deemed to prohibit the Executive from (i) acquiring, solely as an investment, securities of any person which are registered under Section 12(b) or 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 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 such person and 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 in the aggregate interfere in any capacity during material respect with the Employment Term proper performance of his duties and responsibilities as the Company's President and Chief Operating Officer. For purposes of the foregoing, a person shall be deemed to be services required by this Agreement 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) The Company shall use its best efforts to cause the Executive to be a member of the Board throughout the Term and consideration shall include him in the management slate for the compensation provided for hereinelection as a director at every stockholders' meeting at which his term as a director would otherwise expire.

Position and Duties. (a) During the Employment TermPeriod, the Employee Executive shall continue to (i) serve as the President and Chief Executive Officer and (to the extent elected or appointed as a director of the Company) Chairman of the Board of the Company, accountable only 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, (ii) report directly to the Board of Directors of the Company (the "“Board"”). In such capacities, (iii) be nominated to serve as a member of the Employee shall perform Board, (iv) while serving on the duties of Chief Executive Officer and Board, serve as the Chairman of the Board, as set forth in and (v) perform his duties at the Company's Bylaws’s corporate headquarters in Columbus, as they may be amended from time to time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are from time to time delegated to the Employee by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of the Board of an enterprise comparable to the CompanyOhio. (b) During The Executive agrees that during the Employment TermPeriod, he shall devote his full business time, energies and talents to serving in the positions described in Section 3(a) and he shall perform his duties faithfully and efficiently subject to the directions of the Board. Notwithstanding the foregoing provisions of this Section 3(b), the Employee shall devote Executive may (i) serve as a substantial majority of his timedirector, skilltrustee or officer or otherwise participate in not-for-profit educational, welfare, social, religious and civic organizations, and attention and his best efforts during normal business hours (ii) acquire passive investment interests in one or more entities, to the extent that such other activities do not inhibit or interfere with the performance of the Executive’s duties under this Agreement, or conflict in any material way with the business and affairs or policies of the Company necessary to discharge faithfully and efficiently or any subsidiary or affiliate of the duties and responsibilities delegated and assigned Company (the “Affiliated Entities”). The Company, without limitation, expressly acknowledges that, as of the Effective Date, the Executive serves on the boards of directors of four non-profit organizations as previously disclosed to the Employee herein or pursuant heretoCompany and, except for usualsubject to the conditions in the preceding sentence, ordinary, and customary periods may continue his service on such boards of vacation and absence due to illness or other disabilitydirectors . The Company acknowledges that the Employee has outside business interests and agrees that the Employee Executive may devote a portion of his time and attention also continue to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and serve as a member of any committee of the Board or of the board of directors of any subsidiary the two companies on which he serves as of the Effective Date as previously disclosed to the Company. (d) All services ; provided that any service as a board member of another entity shall, in any event, be subject to the Employee may render to aforesaid conditions regarding interference with the Executive’s duties under this Agreement and conflict with the business or policies of the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for hereinAffiliated Entities.

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 TermPeriod, the Employee shall will serve as the Chief Financial Officer of the Company and the Senior Vice President of the Employer, and shall at all times report directly to the Chief Executive Officer and (to the extent elected or appointed as a director of the Company) Chairman of the Board of the Company, accountable only to the Board of Directors of the Company Holdco (the "Board"“CEO”). In such capacities; provided, the that Employee shall perform the duties of Chief Executive Officer and Chairman of the Board, as set forth in the Company's Bylaws, as they may be amended from time to time, and shall have such other dutiespowers and perform such additional duties as may be assigned or delegated to Employee from time to time by the CEO. During the Employment Period, functions, responsibilities, Employee shall at all times have the powers and authority commensurate with such offices as are from time to time delegated to the Employee by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of the Board of an enterprise comparable to the Companyhis position. (biii) During At all times during the Employment TermPeriod, Employee agrees to (A) perform all services related to Employee’s employment hereunder faithfully and diligently and to discharge the Employee shall responsibilities thereof to the best of Employee’s ability, (B) devote a substantial majority of his time, skill, full business time and attention and his energies to the duties of Employee’s employment under this Agreement, and (C) use Employee’s reasonable best efforts to promote the business of Holdco and its Controlled Affiliates. Notwithstanding the foregoing, during normal the Employment Period and thereafter, Employee may continue to serve as a manager and/or on any board of directors, trustees of any business hours corporation, partnership or any charitable organization which he currently serves, each set forth on Annex A attached hereto, and subject to the business and affairs of the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or prior approval of the board of directors of any subsidiary of ▇▇▇ Summer GP, LLC (the Company. (d“Board”) All services that during the Employment Period, Employee may render accept appointment to serve on any board of directors or trustees of any business organization or any charitable organization, so long as, in each case, (x) such activities do not, individually or in the Company aggregate, conflict or materially interfere with the performance of Employee’s duties or obligations hereunder and (y) such business organization is not engaged in activities that compete with the business of Holdco or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for hereinControlled Affiliates.

Position and Duties. (a) During the Employment TermTerm (as defined in Section 2 hereof), the Employee shall serve as the Chief Executive Officer and (to the extent elected or appointed as a director of the Company) Chairman Company and, at the request of the Board of Directors (the Company“Board”) of Cambium Networks Corporation (“Parent”), accountable only to the Board as an officer or director of Directors any parent entity of the Company (or any subsidiary of the "Board")Company or such parent entity, in any case, without additional compensation. In such capacitiesthis capacity, the Employee shall perform have the duties duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of Chief Executive Officer and Chairman of the Board, as set forth persons in the Company's Bylaws, as they may be amended from time to timesimilar capacities in similarly sized companies, and shall have such other duties, functions, responsibilities, authorities and authority commensurate with such offices responsibilities as are from time to time delegated may reasonably be assigned to the Employee by that are not inconsistent with the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving Employee’s position as Chief Executive Officer and Chairman of the Board Company. Except as otherwise mutually agreed upon by Company and Employee, the Employee’s principal place of an enterprise comparable employment with the Company shall be in North Carolina; provided that (i) the Employee understands and agrees that the Employee may be required to travel to the Company’s global corporate headquarters in the Chicagoland area, at least one week per month and (ii) Employee shall endeavor to spend an additional week per month at any of the Company’s existing major facilities, including San Jose, CA, Thousand Oaks, CA, Ashburton, U.K. and Bangalore, India. The Employee shall report directly to the Board. (b) During the Employment Term, the Employee shall devote a substantial majority all of his the Employee’s business time, skillenergy, business judgment, knowledge and skill and the Employee’s best efforts to the full, loyal and careful performance of the Employee’s duties to the Company; provided that the foregoing shall not prevent the Employee from (i) serving on the boards of directors of non-profit organizations and, with the prior written approval of the Board, other for profit companies, (ii) participating in charitable, civic, educational, professional, community or industry affairs, and attention and his best efforts during normal business hours to (iii) managing the business and affairs of Employee’s passive personal investments so long as such activities in the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests aggregate do not materially interfere or conflict with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's ’s duties hereunder until the Employee has been notified in writing thereof by the Board and been given or create a reasonable period in which to cure such interferencepotential business or fiduciary conflict. (c) During The Board shall take such action as may be necessary to appoint Employee as a member of the Board as of the Effective Date (as defined in Section 2 hereof). Thereafter, during the Employment Term, the Board shall nominate the Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and for re-election as a member of any committee the Board at the expiration of the Board or of the board of directors of any subsidiary of the Company. (d) All services then-current director term and shall use its best efforts to secure such election, provided that the Employee may render foregoing shall not be required to the Company extent prohibited by legal or any regulatory requirements. For the avoidance of its subsidiaries in any capacity during the Employment Term doubt, Employee acknowledges that Employee’s term of continued Board service shall be deemed subject to be services required approval by this Agreement and consideration for the compensation provided for hereinshareholders of Parent at its 2024 Annual Meeting of Shareholders.

Position and Duties. (ai) Subject to the terms and conditions of this Agreement, the Employer agrees to employ Employee, and Employee agrees to be employed by the Employer, during the Employment Term (as defined in Section l(b)). (ii) During the Employment Term, Employee will serve as President of the Employer and the Employee shall report to and carry out the lawful directions of the Chief Executive Officer of the Company and the Company's Board of Directors. (iii) At all times during the Employment Term, Employee agrees to (A) perform all services related to Employee's employment hereunder faithfully and diligently and to discharge the responsibilities thereof to the best of Employee's ability, (B) devote full business time, attention and energies to the duties of Employee's employment under this Agreement, (C) subject to Section 1(a)(v), ensure that the performance of his services hereunder is his sole business endeavor, and (D) use Employee's best efforts to promote the business of the Employer. (iv) During the Employment Term Employee shall be appointed as a member of the Company's Management Committee. Employee shall also be nominated at the earliest possible opportunity to serve as a member of the Company's Board of Directors and agrees to serve as such during the Employment Term if elected or appointed and, if so elected or appointed as a Director, Employee shall be appointed to and agrees to serve as a member of the Company's Executive Committee. (v) Notwithstanding Section 1(a)(iii) but subject to Section 5(a) hereof, during the Employment Term, the Employee shall serve as Chief Executive Officer and (be permitted to act on a limited basis that does not interfere with his duties to the extent elected or appointed Employer as a consultant to, or officer, director or owner of the Company) Chairman of the Board of the Company, accountable only to the Board of Directors of the Company (the "Board"). In such capacities, the Employee shall perform the duties of Chief Executive Officer and Chairman of the Board, as set forth a business enterprise that is engaged in the Company's Bylaws, as they may be amended from time to time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are from time to time delegated to the Employee by the Board, provided activities in an area that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of the Board of an enterprise comparable to the Company. (b) During the Employment Term, the Employee shall devote a substantial majority of his time, skill, and attention and his best efforts during normal business hours to the business and affairs of the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities been disclosed by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the Company. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed Employer pursuant to be services required by this Agreement and consideration for the compensation provided for hereina confidentiality agreement between them.

Position and Duties. During the Employment Term the Employee ------------------- shall, on behalf of Merck-Medco, serve as the Chief Executive Officer and President of MCV with the principal responsibility of assisting MCV in building a venture capital portfolio primarily in E-healthcare companies and assisting any such portfolio company (aa "Portfolio Company") in achieving business ----------------- objectives in its dealings with Merck & Co. Inc., a New Jersey corporation ("Merck"), Merck-Medco, and other corporations, and in such regard shall be responsible for (i) developing and implementing strategy, lead generation, investment decisions and investment evaluation for MCV, (ii) coordinating with the appropriate business contacts at Merck-Medco and Merck, (iii) building relationships with entrepreneurs and relevant individuals within the investment community, (iv) recruiting, and (v) overseeing MCV's investment portfolio. The Employee shall report solely and directly to ▇▇▇▇ ▇▇▇▇▇▇, or to Chairman of the Board of MCV if ▇▇▇▇ ▇▇▇▇▇▇ shall cease to be Chairman of the Board of MCV, and shall perform such other duties, services and responsibilities as may from time to time be requested by ▇▇. ▇▇▇▇▇▇ or the Chairman of the Board, including without limitation, serving as an officer, advisor or board member, where appropriate, for any Portfolio Companies. During the Employment Term, the Employee Employee's primary business activity shall serve as Chief Executive Officer be the performance of his duties, services and (to the extent elected or appointed as a director of the Company) Chairman of the Board of the Company, accountable only to the Board of Directors of the Company (the "Board"). In such capacities, responsibilities set forth herein and the Employee shall perform will use his best efforts to promote the duties interests of Chief Executive Officer Merck-Medco and Chairman of the BoardMCV; provided, as set forth in the Company's Bylawshowever, as they may be amended from time to time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are from time to time delegated to the Employee by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of the Board of an enterprise comparable to the Company. (b) During during the Employment Term, the -------- ------- Employee shall devote a substantial majority not engage in any other business activities on behalf of his timethird parties which interfere with the performance of Employee's duties hereunder. Notwithstanding the foregoing, skillthe Employee shall be entitled to (a) serve on corporate, civic or charitable boards or committees, (b) deliver lectures, fulfill speaking engagements or teach at educational institutions, and attention and his best efforts during normal business hours to (c) manage private investments, in the business and affairs case of the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant heretoeach of (a) through (c), except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to so long as such business interests provided such business interests activities do not materially interfere with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given or create a reasonable period in which to cure such interferenceconflict of interest. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the Company. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. (a) During the Employment TermTerm (as defined in Section 2 hereof), the Employee Executive shall serve as the Chief Executive Officer and (to the extent elected or appointed as a director President of the Company) Chairman . In this capacity, the Executive shall have the duties, authorities and functions commensurate with the duties, authorities and functions of persons holding such titles in similarly-sized companies, subject to the authority of the Board to expand or limit such duties, authorities and functions. The Executive’s principal place of employment with the CompanyCompany shall be in New York, accountable only New York, provided that the Executive understands and agrees that the Executive may be required to travel from time to time for business purposes. The Executive shall report directly to the Board. The Executive shall be designated a non-voting observer of the Board of Directors of the Company (the "“Board"”). In , entitled to attend all meetings of the board, participate in all deliberations of the Board and receive copies of all materials of the Board (except where (and only to the extent) such capacitiesmeetings (including executive sessions), deliberations and/or materials pertain to matters that, if the Employee shall perform the duties of Chief Executive Officer and Chairman had been a member of the Board, as set forth in the Company's Bylaws, as they may be amended from time he would have been required to time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are from time to time delegated to the Employee by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of the Board of an enterprise comparable to the Companyrecuse himself). (b) During the Employment Term, the Employee Executive shall devote a substantial majority substantially all of his the Executive’s business time, skillenergy, business judgment, knowledge and attention skill and his the Executive’s best efforts during normal business hours to the business and affairs performance of the Company necessary to discharge faithfully and efficiently the Executive’s duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of provided that the Company, and as a member of any committee of foregoing shall not prevent the Board or of Executive from (i) serving on the board boards of directors of any subsidiary non-profit organizations and, with the prior written approval of the CompanyBoard, other for profit companies, (ii) participating in charitable, civic, educational, professional, community or industry activities, and (iii) managing the Executive’s passive personal investments so long as such activities in the aggregate do not interfere or conflict with the Executive’s duties hereunder or create a business or fiduciary conflict. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. (a) During Houghton shall, during the Employment TermPeriod, the Employee shall serve as Chief Executive Officer President of HFP, reporting and (responsible to the extent elected or appointed as a director of Chairman and/or the Company) Vice Chairman of the Board of Directors and such other person or persons as may be designated by the Company. As President during the Employment Period, accountable only Houghton shall perform such duties and responsibilities as the Company shall request from time to time with respect to the Board business of Directors HFP, including but not limited to the following: (i) managing the policy, strategy and day-to-day operations of the Company business; (the "Board"). In such capacities, the Employee shall perform the duties of Chief Executive Officer and Chairman of the Board, as set forth ii) cooperating in the Company's Bylawsidentification, hiring and promotion of key management; (iii) promptly furnishing accurate written reports, data, analyses or information pertaining to HFP as they may be amended required, from time to time, as determined by the Company; (iv) observing and shall have such other duties, functions, responsibilities, and authority commensurate complying with such offices standards and procedures as are may, from time to time delegated time, be established by the Company; and (iv) performing such duties or functions as are customarily assigned to the Employee by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for President of a person serving as Chief Executive Officer and Chairman of the Board of an enterprise comparable to the Company. (b) company. During the Employment TermPeriod, the Employee Houghton shall diligently perform his duties hereunder and devote a substantial majority substantially all of his time, skill, working time for HFP and attention and his best efforts during normal business hours shall perform the services hereunder to the business best of his ability and affairs skill and in such a manner as to promote the best interest of the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant heretoHFP. As a matter of record, except for usualthe companies listed below which are the companies Houghton currently serves as a Board member or trustee, ordinary, and customary periods Houghton shall not serve as a member or advisor to any additional Board of vacation and absence due to illness Directors or other disability. The Company acknowledges that Trustees without the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with the EmployeeCompany's performance of his duties hereunderwritten consent; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and Houghton may serve as a member or advisor on behalf of any committee of the Board or of the board of directors of any subsidiary of other non-profit companies without the Company. (d) All services that the Employee may render to the 's consent: Steel Weld Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.Card▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ldren's Hospital

Position and Duties. (ai) Subject to the terms and conditions of this Agreement, the Employer agrees to employ Employee, and Employee agrees to be employed by the Employer, during the Employment Term (as defined in Section 1(b)). (ii) During the Employment Term, Employee will serve as Chief Executive Officer of the Employer with all of the authority, duties and responsibilities commensurate with such position. The Employee shall report to the Chairman of the Board of Directors and, subject to the prior sentence, be subject to the directions of the Company’s Board of Directors. (iii) At all times during the Employment Term, Employee agrees to devote Employee’s full business time, attention and energies to the duties of Employee’s employment under this Agreement. (iv) Employee shall also be nominated at the earliest possible opportunity to serve as a member of the Company’s Board of Directors and as a member of the Company’s Executive Committee. (v) Notwithstanding Section 1(a)(iii) but subject to Section 5(a) hereof, during the Employment Term, the Employee shall serve as Chief Executive Officer and (be permitted to the extent elected or appointed act as a director (or on an advisory board) of business enterprises that are engaged in activities in an area that is not competitive with the Company) Chairman of the Board of the Company, accountable only to the Board of Directors business of the Company (and that has been disclosed by the "Board")Employee to the Employer. In such capacitiesaddition, the Employee shall perform the duties of Chief Executive Officer be entitled to be involved in charitable activities and Chairman of the Board, as set forth in the Company's Bylaws, as they may be amended from time to time, boards and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are from time to time delegated to the Employee by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of the Board of an enterprise comparable to the Company. (b) During the Employment Term, the Employee shall devote a substantial majority of manage his time, skill, and attention and his best efforts during normal business hours to the business family’s investments and other personal affairs of the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to so long as such business interests provided such business interests activities do not materially interfere with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the Company. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. (a) During the Employment TermPeriod, the Employee Founder shall serve as Founder, Chief Editorial and Media Director of the Company with the following duties, authority and responsibilities: (i) serving as Founding Editorial Director for all publications of the Company; (ii) serving as an executive producer for television and radio productions of the Company; and (iii) subject to the oversight of the Board, serving as the primary spokesperson for the Company (it being understood, however, that the Chief Executive Officer and (to the extent elected or appointed as a director of the Company) Chairman of the Board of the Company, accountable only to the Board of Directors Chief Financial Officer of the Company (shall serve as primary spokespersons to the "Board"financial and investment community). In such capacities, the Employee The Founder shall perform the duties of Chief Executive Officer and Chairman of report directly to the Board, as set forth in the Company's Bylaws, as they may be amended from time to time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are from time to time delegated to the Employee . Unless otherwise authorized by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of the Board of an enterprise comparable to the Company. (b) During the Employment Term, the Employee Founder shall devote a substantial majority substantially all of his her working time, skill, and attention and his best efforts energies during normal business hours to the business and affairs of the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence (other than absences due to illness or vacation) to the performance of her duties for the Company. 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 or any other disability. The agreement to which she and the Company acknowledges are parties, to (i) engage in motion picture, television, public speaking and publishing activities, (ii) manage her personal, financial and legal affairs (including writing her autobiography), (iii) serve on civic or charitable boards or committees (it being expressly understood and agreed that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention Founder's continuing to serve on any such business interests provided such business interests do not materially interfere board and/or committees on which she is serving, or with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference. (c) During the Employment Term, the Employee shall serve, if elected or appointedshe is otherwise associated, as a director of the CompanyEffective Date, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the Company. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed not to interfere with her performance of her duties and responsibilities under this Agreement), (iv) serve on boards of other companies and (v) make personal appearances and lectures, and the Founder shall be services required entitled to receive and retain all remuneration received by her from the items listed in clauses (i) through (v) of this Agreement paragraph (including, without limitation, appearance and consideration for the speaking fees, book advances, royalties, residuals and other fees and compensation provided for herein(including guild and union payments) payable in connection with any publications, media appearances, or similar activities).

Position and Duties. (a) During the Employment TermTerm (as defined in Section 2 hereof), the Employee shall serve as the Executive Vice President and Chief Executive Operating Officer and (to the extent elected or appointed as a director of the Company) Chairman of the Board of the Company, accountable only to provided that, as of the Board of Directors Promotion Effective Date, Employee shall serve as the President and Chief Operating Officer of the Company (each, respectively, the "Board"“Position”). In such capacitiesthis capacity, the Employee shall perform have the duties duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of Chief Executive Officer and Chairman of the Board, as set forth persons in the Company's Bylaws, as they may be amended from time to timesimilar capacities in similarly sized companies, and shall have such other duties, functionsauthorities and responsibilities as may reasonably be assigned to the Employee that are not inconsistent with the Employee’s applicable Position with the Company. The Employee’s principal place of employment shall be in Midland, responsibilitiesTexas, provided that the Employee understands and authority commensurate with such offices as are agrees that the Employee may be required to travel from time to time delegated for business purposes. The Employee shall report directly to the Employee by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of the Board Company. For avoidance of an enterprise comparable doubt, the Employee acknowledges and agrees that the Employee’s transition to President and Chief Operating Officer of the Company upon the Promotion Effective Date shall not be deemed Good Reason for purposes herein or otherwise or trigger any additional rights to him under any arrangement by reason of his no longer serving as Executive Vice President and Chief Operating Office of the Company. (b) During the Employment Term, the Employee shall devote a substantial majority substantially all of his the Employee’s business time, skillenergy, business judgment, knowledge and attention and his best efforts during normal business hours skill to the business performance of the Employee’s duties with the Employer and affairs the Company, provided that the foregoing shall not prevent the Employee from (i) serving on the boards of directors of non-profit organizations and, with the prior written approval of the Board of Directors of the Company necessary to discharge faithfully and efficiently (the duties and responsibilities delegated and assigned to the Employee herein “Board”), other for profit companies, (ii) participating in charitable, civic, educational, professional, community or pursuant hereto, except for usual, ordinaryindustry affairs, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that (iii) managing the Employee has outside business interests and agrees that Employee’s passive personal investments so long as such activities in the Employee may devote a portion of his time and attention to such business interests provided such business interests aggregate do not materially interfere or conflict with the Employee's performance of his ’s duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to hereunder or create a potential business or fiduciary conflict or materially interfere with the performance of the Employee's duties hereunder until ’s obligations to the Employer or the Company under this Agreement. The for profit company boards on which the Employee has currently serves, all of which have been notified in writing thereof approved by the Board and been given a reasonable period in which to cure such interferenceBoard, are listed on Exhibit A hereto. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the Company. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. (ai) During the Employment TermPeriod, the Employee Executive shall (A) serve as Vice President of the Company and Chief Financial Officer of Faiveley with such duties and responsibilities as are commensurate with such position, including full finance authority for the combined transit business of Faiveley and the Company’s transit group, having combined sales as of the date of this Agreement of more than two billion euros (€2,000,000,000), (B) report to the Chief Executive Officer and (President of Faiveley, with a strong dotted line reporting relationship to the extent elected or appointed as a director of the Company) Chairman of the Board Chief Financial Officer of the Company, accountable only and (C) perform his services/ mandate at Faiveley’s corporate offices in Gennevilliers, France and Berlin, Germany (subject to reasonable travel requirements commensurate with Executive’s position). In addition, Executive shall have the right to participate on an active basis in establishing the Company’s strategic plans and implementing such plans (as agreed upon by the Office of the Executive Chairman of the Company). (iii) During the Employment Period, Executive agrees to devote his full business time, energy and skill to the performance of his duties, authorities and responsibilities to the Company as required to promote and further the best interests of the Company and to comply with all written rules, regulations and instructions established or issued by the Company and provided to Executive; provided that the foregoing will not prevent Executive from (A) (1) serving on the boards of directors of non-profit organizations, (2) with the prior written consent of the Board of Directors of the Company (the "“Board"”). In such capacities, not to be unreasonably withheld, serving on the Employee shall perform boards of directors of private, for profit companies, and (3) with the duties of Chief Executive Officer and Chairman prior written approval of the Board, serving on the boards of directors of publicly listed for profit companies, (B) participating in charitable, civic, educational, professional, community or industry affairs, and (C) managing Executive’s passive personal investments, so long as set forth such activities described in clauses (A), (B), and (C) in the Company's Bylaws, as they may be amended from time to time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are from time to time delegated to the Employee by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of the Board of an enterprise comparable to the Company. (b) During the Employment Term, the Employee shall devote a substantial majority of his time, skill, and attention and his best efforts during normal business hours to the business and affairs of the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests aggregate do not materially interfere or conflict with the Employee's performance of his Executive’s duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given or create a reasonable period in which to cure such interferencepotential business or fiduciary conflict. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the Company. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. (a) During the portion of the Employment TermPeriod commencing on the Effective Date and ending on December 31, 2022 (the Employee shall “Initial Period”), Executive will serve as Chief Executive Officer and (to the extent elected or appointed as a director of the Company) ’s Executive Chairman of the Board of the Company, accountable only and Executive will report directly to the Board of Directors of the Company (the "“Board"”). In such capacitiesDuring the Initial Period, Executive will also serve as the Employee shall perform Executive Chairman of the duties Board. During the portion of the Employment Period from and after January 1, 2023 (the “Subsequent Period”), Executive will serve as a senior advisor to the Chief Executive Officer and Chairman of the Board, Board and perform senior-level advisory services as set forth in the Company's Bylaws, as they may be amended from time to time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are from time to time delegated to the Employee reasonably requested by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of the Board for a period of an enterprise comparable time not to the Companyexceed eight (8) days per month. (b) During the Employment TermInitial Period, Executive shall have such responsibilities, duties and authorities, and will render such services for the Employee shall Company and its subsidiaries or affiliates as the Board may reasonably request from time to time. During the Initial Period, Executive will devote a substantial majority substantially all of his Executive’s business time, skill, energy and attention efforts to Executive’s obligations hereunder and his best efforts during normal business hours to the business and affairs of the Company necessary to discharge faithfully and efficiently Company; provided that the duties and responsibilities delegated and assigned to foregoing shall not prevent Executive from (i) serving on the Employee herein boards of directors of non-profit organizations and, with the prior written approval of the Board, other for-profit companies, (ii) participating in charitable, civic, educational, professional, community or pursuant heretoindustry affairs, except (iii) managing Executive’s passive personal investments, (iv) serving on the board of directors of IQVIA Holdings, Inc., (v) serving on the executive board of the ▇▇▇ School of Business at Southern Methodist University, on the foundation board for usualthe Church of Incarnation in Dallas, ordinaryas a member of the U.S. Chamber of Commerce Board of Directors, and/or on the board of directors of the Federation of American Hospitals, and customary periods of vacation and absence due (vi) providing advising services to illness or other disability. The Company acknowledges that Affina from time to time, so long as such activities in the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests aggregate do not materially interfere or conflict with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's Executive’s duties hereunder until the Employee has been notified in writing thereof by the Board and been given or create a reasonable period in which to cure such interferencepotential business or fiduciary conflict. (c) During the Employment TermPeriod, the Employee shall serveExecutive will be employed by ▇▇▇▇▇ Employment, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the CompanyInc. for all purposes under this Agreement. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. (a) During the Employment TermPeriod, Executive shall be employed by the Employee Company as its Executive Vice President, Chief Financial Officer and Treasurer, reporting directly to the Company’s Chief Executive Officer. Executive shall serve have such duties, responsibilities and powers as are customary for an individual holding the positions of Chief Financial Officer and Treasurer of a publicly-listed company of comparable size. Executive shall faithfully and diligently perform such duties of said office as well as such other lawful related duties of an executive nature as may be reasonably and lawfully requested by the Company’s Chief Executive Officer from time to time. Without limiting the generality of the foregoing, Executive’s duties and authority shall include: (a) oversight of all accounting, tax, finance, cash management and investor relation functions, and (to the extent elected or appointed as a director b) providing strategic input in formulation of the Company) Chairman of the Board of ’s annual operating plans and any mergers, acquisitions and other strategic transactions undertaken by the Company; provided, accountable only however, nothing contained herein shall prohibit Executive from engaging in (i) charitable, civic and industry work, (ii) occasional lectures and teaching at educational, civic and/or charitable institutes, (iii) subject to pre-approval in writing by the Corporate Governance and Nominating Committee of the Board of Directors of the Company (the "“Board"). In such capacities, the Employee shall perform the duties of Chief Executive Officer and Chairman of the Board, as set forth in the Company's Bylaws, as they may be amended from time to time, and shall have such ”) or any other duties, functions, responsibilities, and authority commensurate with such offices as are from time to time delegated to the Employee committee designated by the Board, provided that such dutiesservice on boards of directors of non-competing companies, functions, responsibilities(iv) managing personal affairs and passive investments, and authority are reasonable (v) advising such other companies or businesses as may be pre-approved in writing by the Board’s Corporate Governance and customary for a person serving as Chief Executive Officer and Chairman of Nominating Committee or any other committee designated by the Board of an enterprise comparable Board; provided, that, with respect to the Company. (bi) During the Employment Termthrough (v) above, the Employee shall devote a substantial majority of his timesuch service, skill, and attention and his best efforts during normal business hours to the business and affairs of the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein work or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests activities do not materially interfere with the Employee's Executive’s performance of his duties hereunder; provided, however, in no event shall such other activities to the Company (as determined by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof Board’s Corporate Governance and Nominating Committee or any other committee designated by the Board after prior written notice to Executive including the specific instances of such material interference, and been given a reasonable period in which providing Executive at least thirty (30) days’ opportunity to cure such material interference. (c) During ). Executive shall be based at the Employment TermCompany’s offices located in Costa Mesa, California or at such other location as may be determined by the Company’s Chief Executive Officer, subject to Section 4 below. The parties acknowledge and agree that at present, the Employee shall serveCompany’s offices are closed and all personnel are working remotely; however, if elected or appointed, as a director of once the Company’s offices are reopened to the executive team generally, as a director and officer provided that the Company provides Executive with at least two (2) weeks’ advance written notice of any subsidiary of such reopening, Executive will be expected to work full-time in the Company’s offices, and other than during business travel, paid-time-off or other absence taken in accordance with applicable Company policy or as a member of any committee of the Board or of the board of directors of any subsidiary of otherwise approved by the Company. ’s Chief Executive Officer. Executive will relocate his primary residence to Orange County, California within six (d6) All services that months following the Employee may render date the Company’s executive offices are reopened to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for hereinexecutive team generally.

Position and Duties. (a) During the Employment TermTerm (as defined in Section 2 hereof), the Employee shall serve as the Chief Executive Officer of the Company. In addition, the Employee will provide Chief Executive Officer and other management services for Dakota Gold Corp. ("Dakota Gold"), a Nevada company, pursuant to and in accordance with the terms of a Management Services Agreement between the Company and Dakota Gold (the "Services Agreement"). In this capacity, the Employee shall have the duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to the extent elected or appointed Employee that are not inconsistent with the Employee's position as a director Chief Executive Officer of the Company) Chairman . The Employee acknowledges that they are a fiduciary of the Board Company and ▇▇▇▇▇▇ ▇▇▇▇ and agrees to abide by and fulfill their fiduciary obligations both during and following the termination of their employment with the Company. The Employee's principal place of employment with the Company shall be in Vancouver, accountable only British Columbia, provided that the Employee understands and agrees that the Employee may be required to travel from time to time for business purposes. The Employee is permitted to work remotely on a schedule at the Employee's discretion, provided the Employee is able to complete his duties under this Agreement. The Employee shall report directly to the Board of Directors of the Company Dakota Gold (the "Board"). In such capacities, the Employee shall perform the duties of Chief Executive Officer and Chairman of the Board, as set forth in the Company's Bylaws, as they may be amended from time to time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are from time to time delegated to the Employee by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of the Board of an enterprise comparable to the Company. (b) During the Employment Term, the Employee shall devote a substantial majority all of his time, skill, and attention and his best efforts during normal business hours to the business and affairs of the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's business time, energy, business judgment, knowledge and skill and the Employee's best efforts to the performance of his the Employee's duties hereunder; providedwith the Company, however, in no event provided that the foregoing shall such other activities by not prevent the Employee be deemed to materially from (i) serving on the boards of directors of non-profit organizations and, with the prior written approval of the Board, other for profit companies, (ii) participating in charitable, civic, educational, professional, community or industry affairs, and (iii) managing the Employee's passive personal investments so long as such activities in the aggregate do not interfere or conflict with the Employee's duties hereunder until or create a potential business or fiduciary conflict. Nothing in this Agreement shall be interpreted to prevent the Employee has been notified in writing thereof by the Board from providing executive services, exclusively on behalf of and been given a reasonable period in which to cure such interference. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director of through the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the Company. (d) All services that the Employee may render to Dakota Gold pursuant to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for hereinServices Agreement.

Position and Duties. (a) During the Employment Term, the Employee Executive shall serve as the President and Chief Executive Officer and (to the extent elected or appointed as a director of the Company) Chairman of the Board of the Company, accountable reporting only to the Board of Directors Directors. Subject to the authority of the Board of Directors, Executive shall have supervision and control over, and responsibility for, the general management and operation of the Company (the "Board"). In such capacities, the Employee shall perform the duties of Chief Executive Officer and Chairman of the Board, as set forth in the Company's Bylaws, as they may be amended from time to time, and shall have such other duties, functions, responsibilities, powers and authority commensurate with such offices duties as are may from time to time delegated to the Employee be prescribed by the BoardBoard of Directors, provided that such duties, functions, responsibilities, and authority duties are reasonable and customary for a person serving as Chief president and chief executive officer. Executive Officer shall devote his entire working time, attention and Chairman energies to the business of the Board of an enterprise comparable to the Company. (b) During Anything herein to the Employment Termcontrary notwithstanding, nothing shall preclude the Employee shall devote Executive from (i) serving the boards of directors of a substantial majority reasonable number of his timeother corporations, skillor the boards of a reasonable number of trade associations and/or charitable organizations, (ii) engaging in charitable activities and community affairs, and attention (iii) managing his personal, investments and his best efforts during normal business hours to the business and affairs of the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant heretoaffairs, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges provided that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests activities do not materially interfere with the Employee's proper performance of his duties hereunderand responsibilities as the Company's President and Chief Executive Officer. (c) Executive shall serve on the Board of Directors during the entire term hereof. If, at any time during the term of his employment, the shareholders of the Company shall fail to elect Executive to the Board of Directors, or the Board of Directors shall fail to elect Executive to the office of President or Chief Executive Officer of the Company, or shall remove him from either of such offices, other than as provided for in this Agreement, Executive shall have the right to terminate his services hereunder for Good Reason pursuant to Section 7(d) and Executive shall have no further Obligation under this Agreement. (d) Executive agrees to serve without additional compensation, if elected or appointed thereto, in one or more offices or as a director of any of the Company's subsidiaries; provided, however, in no event that Executive shall such other activities by the Employee not be deemed required to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference. (c) During the Employment Term, the Employee shall serve, if elected serve as an officer or appointed, as a director of the Company, as a director and officer of any such subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the Companyif such service would expose him to potential adverse financial consequences. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. (a) During the Employment Term, the Employee Executive shall serve as the President and Chief Executive Operating Officer of the Company; shall have the authorities, duties and responsibilities customarily exercised by an individual serving in those positions at an entity of the size and nature of the Company; shall be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair his ability to discharge, the foregoing duties and responsibilities; shall have such additional duties and responsibilities (to the extent elected or appointed as a director including service with affiliates of the Company) Chairman of reasonably consistent with the Board of the Company, accountable only to the Board of Directors of the Company (the "Board"). In such capacities, the Employee shall perform the duties of Chief Executive Officer and Chairman of the Boardforegoing, as set forth in the Company's Bylaws, as they may be amended from time to time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are from time to time delegated reasonably be assigned to the Employee him by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief Executive Officer Officer; provided, however, that Executive shall transition to Vice Chairman (an executive, non-board position) at a time between July 1, 2021 and Chairman December 31, 2021 at the request of the Board CEO and serve in such position for the remainder of an enterprise comparable to the CompanyTerm with such duties and responsibilities reasonably determined by the CEO in consultation with Executive. (b) During the Employment Term, the Employee Executive shall devote a substantial majority substantially all of his time, skill, business time and attention and his best efforts during normal business hours to the business and affairs of the Company necessary to discharge faithfully Company; provided that, during the period from January 1, 2022 through December 31, 2022 (the “Transition Period”), Executive shall devote fifty percent (50%) of his business time and efficiently the duties and responsibilities delegated and assigned efforts to the Employee herein or pursuant heretobusiness and affairs of the Company. However, except for usualnothing in this Agreement shall preclude Executive from: (i) serving on the boards of a reasonable number of business entities, ordinarytrade associations and charitable organizations, (ii) engaging in charitable activities and community affairs, (iii) accepting and fulfilling a reasonable number of speaking engagements, and customary periods of vacation (iv) managing his personal investments and absence due to illness affairs; provided that such activities do not, either individually or other disability. The Company acknowledges that in the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially aggregate, interfere with the Employee's proper performance of his duties and responsibilities hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board create a conflict of interest; or violate any provision of this Agreement; and been given a reasonable period in which to cure such interference. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of provided further that service on the board of directors of any subsidiary of business entity must be approved in advance by the CompanyBoard. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. (a) During the Employment Term, the Employee shall serve as the Company’s Executive Vice President of Corporate Development. The Employee shall report to the Company’s Chief Executive Officer and (to the extent elected or appointed as a director of the Company) Chairman of the Board of the CompanyOfficer, accountable only to the Board of Directors of the Company (the "Board"). In such capacities, the Employee shall perform the duties of Chief Executive Officer and Chairman of the Board, as set forth in the Company's Bylaws, as they may be amended from time to time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are from time to time delegated to the Employee by the Board of Directors of the Company (the “Board”) and will be responsible for directing corporate strategy, provided that such dutiescorporate finance and other strategic transactions including mergers, functions, acquisitions and capital raising responsibilities, and authority as such are reasonable and customary for a person serving as Chief Executive Officer and Chairman in the office/position of the Board of an enterprise a public company comparable to the Company.. South Texas Oil Company Wicks Employment Agreement October 2008 (b) During the Employment Term, the Employee shall shall: (i) devote a substantial majority substantially all of his time, skill, and attention and his best efforts time during normal business hours to the business of the Company, fulfill his duties and affairs obligations under this Employment Agreement and use his best efforts, judgment and energy to perform, improve and advance the business and interests of the Company necessary to discharge faithfully and efficiently in a manner consistent with the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunderposition; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference. (c) During the Employment Term, the that Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and not be prevented from serving as a member of any committee of the Board or of the board of directors of a corporation if the Company determines that such membership is not adverse to its interests; (ii) not engage in any subsidiary of the Company. (d) All services business activities that the Employee may render to are directly or indirectly competitive with any business conducted by the Company or any of its subsidiaries or affiliates; (iii) observe and carry out such reasonable rules, regulations, policies, directions and restrictions as may be established from time to time by the Board, including but not limited to, the standard policies and procedures of the Company as in any capacity during effect from time to time; and (iv) do such traveling as may be required in connection with the performance of such duties and responsibilities. (c) The Employee acknowledges that this Employment Term Agreement contains a non-disclosure of proprietary information and non-competition provisions, and the Employee agrees to comply with these provisions. The Employee understands that entering into and complying with these provisions is a condition to the Employee’s continued employment with the Company and that failure to comply with the terms of these provisions may result in immediate termination from employment. (d) In connection with the Employee’s employment by the Company under this Employment Agreement, the Employee shall be deemed based at the principal executive offices of the Company, located as of the date hereof in San Antonio, Texas, except for such reasonable travel or field work as the performance of the Employee’s duties in the business of the Company may require. Notwithstanding the foregoing, the Board may, in its discretion, determine to relocate the principal offices of the Company for any necessary business purpose, and doing so shall not be services required by a breach of this Agreement and consideration for the compensation provided for hereinEmployment Agreement.

Position and Duties. (a) During Prior to the Employment TermMerger ___________________ Date, the Employee Executive shall serve as an employee of U.S. Healthcare with the title of Co-President and Chief Marketing Officer of U.S. Healthcare, shall report directly to the Chairman and shall be responsible, together with Mr. Sebastianelli (referred to her▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, as the "Co- Presidents"), for all of the lines of business and operations of U.S. Healthcare (including but not limited to all HMO, POS, indemnity health insurance and other lines of business and operations, the "Business"). From and after the Merger Date, the Business shall also include all of the domestic (U.S.) lines of business and operations of Aetna Health Plans (including but not limited to all Health, Specialty Health and Group Insurance lines of business and operations), and the Executive shall assume the position of Co-President of the Business. The Executive shall report directly and exclusively to the Chief Executive Officer and (to the extent elected or appointed as a director of the Company) Chairman of the Board of the Company, accountable only and the individuals who serve as the Chief Financial Officer, Chief Medical Officer, Senior Sales Officer and Chief Legal Officer of U.S. Healthcare as of the Effective Date shall report directly and exclusively to the Board Co-Presidents. The Co-Presidents shall also select and appoint those other senior officers who will be reporting directly to the Co-Presidents and will be responsible for other areas of Directors responsibility for the Business (including but not limited to Group Insurance, Information Technology, Operations, Sales, National Accounts, Behavioral Health, Dental, Pharmacy, Health Education and Human Resources), provided, however, that such appointments shall be made only in consultation with and with the approval of the Company (the "Board"). In such capacities, the Employee shall perform the duties of Chief Executive Officer and Chairman of the BoardCompany. During the Term, as set forth in the Company's Bylaws, as they may be amended from time to time, and Executive shall have such other duties, functions, responsibilities, additional duties and authority commensurate responsibilities with such offices as are from time to time delegated respect to the Employee Business as may be assigned to him by the BoardChief Executive Officer, provided that such duties, functions, responsibilities, duties and authority responsibilities are reasonable consistent with the Executive's position as Co-President and customary for a person serving as Chief Marketing Officer. The Executive Officer and Chairman of the Board of an enterprise comparable agrees to the Company. (b) During the Employment Term, the Employee shall devote a substantial majority of substantially all his full working time, skill, and attention and his best efforts energies during normal business hours to the business and affairs of the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director of for the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the Company. (d) All services provided that the Employee Executive may render continue to participate and engage in activities not associated with the Company or any of its subsidiaries in any capacity during consistent with the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for hereinExecutive's past practices at U.S. Healthcare.

Position and Duties. (a) During You will commence employment on September 15, 2016, or such other date as the Employment TermCompany and you may agree, (the Employee shall serve “Start Date”) on a full-time basis, as its President and Chief Executive Officer and (to the extent elected or appointed as a director of the Company) Chairman of the Board of the Company, accountable only reporting to the Board of Directors of the Company (the "“Board"”). In such capacitiesDuring your employment, the Employee shall perform the duties of Chief Executive Officer and Chairman you will serve as a member of the Board, as set forth in the Company's Bylaws, as they and you may be amended from time to time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are asked from time to time delegated to serve as a director or officer of one or more of the Employee Company’s subsidiaries, in each case, without further compensation. If your employment with the Company terminates for any reason, then concurrently with such termination, you will be deemed to have resigned from the Board and any director, officer, trustee, or other positions you may hold with the Company, the Company’s subsidiaries, or any of their respective related committees, trusts, or other similar entities, in each case unless otherwise agreed in writing by the Board, provided that such duties, functions, responsibilities, Company and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of the Board of an enterprise comparable to the Companyyou. (b) During You agree to perform the Employment Termduties of your position and such other duties as may reasonably be assigned to you consistent therewith from time to time. You also agree that, while employed by the Employee shall Company, you will devote a substantial majority of his timeyour full business time and your best efforts, skillbusiness judgment, skill and attention and his best efforts during normal business hours knowledge exclusively to the advancement of the business and affairs interests of the Company necessary and its subsidiaries and to the discharge faithfully and efficiently the of your duties and responsibilities delegated for them. Subject to Section 3 hereof and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to so long as such business interests provided such business interests activities do not materially interfere with the Employee's performance of his your duties hereunder; providedor create a potential business conflict, you may, however, (i) without the Board’s prior written consent participate in no event shall such other activities by the Employee be deemed to materially interfere charitable, civic, educational, professional, community and industry affairs, and (ii) with the Employee's duties hereunder until Board’s prior written consent serve on the Employee has been notified board of directors of one (1) for-profit public company. The Board hereby consents to your continued service on the boards of the organizations set forth on Exhibit A in writing thereof by a substantially similar manner and to a substantially similar degree as of the Board and been given a reasonable period in which to cure such interferencedate hereof. (c) During the Employment TermYou agree that, the Employee shall serve, if elected or appointed, as a director of while employed by the Company, you will comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to your position, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the Companyin effect from time to time. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. (a) During the Employment Term, the Employee The Executive shall serve as the Chief Executive Officer and (of the Company reporting to the extent elected or appointed Board of Directors (the “Board”) of the Company’s parent, Neurotrope, Inc., a Nevada corporation, (“Neurotrope”). The Executive’s primary work location will be Princeton, New Jersey. The Company’s current offices are located in New York, New York, but Executive will have discretion to establish an office in Princeton, New Jersey, subject to the Board’s approval. In addition, Executive will be required to travel as necessary in order to perform his duties as Chief Executive Officer. (b) The Board will appoint the Executive at its meeting scheduled December 14, 2017 to serve as a director on the Board commencing on the Effective Date and thereafter agrees to propose to the shareholders of Neurotrope at each appropriate annual meeting of the shareholders during the Term, to ratify the election as a director and to reelect the Executive as a director of the Company) Chairman Board. In addition, without further compensation, the Executive shall serve as a director and/or officer of the Board one or more of the Company, accountable only to the Board of Directors of the Company (the "Board"). In such capacities, the Employee shall perform the duties of Chief Executive Officer and Chairman of the Board, as set forth in the Company's Bylaws, as they may be amended ’s subsidiaries or affiliates if so elected or appointed from time to time. Upon termination of his employment with the Company for any reason, at the Board’s written request, the Executive shall resign as a member of the Board and shall resign from any other positions, offices and directorships he may have with the Company or any of its subsidiaries or affiliates. (c) The Executive shall perform those services customary to these offices and such other duties, functions, responsibilities, and authority commensurate with such offices as are lawful duties that may be reasonably assigned to him from time to time delegated to the Employee by the Board, provided that such duties, functions, responsibilities, those duties are consistent with the Executive’s position and authority are reasonable and customary for a person serving as Chief authority. The Executive Officer and Chairman of the Board of an enterprise comparable to the Company. (b) During the Employment Term, the Employee shall devote a substantial majority of his time, skill, and attention and his best efforts during normal and substantially all of his business hours time to the performance of his duties under this Agreement and the advancement of the business and affairs of the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinaryshall be subject to, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunder; provided, however, shall comply in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference. (c) During the Employment Termall material respects with, the Employee shall serve, if elected or appointed, as a director policies of the CompanyCompany applicable to him. Notwithstanding the foregoing, as a director and officer of any subsidiary of the Company, and Executive will be entitled to: (a) continue to serve as a member of any committee of the Board or of the board of directors of any subsidiary Applied DNA Sciences, Inc. and BioRestorative Therapies, Inc. (together the “Permitted Boards”) until Executive’s resignation from the Permitted Boards; (b) serve as a member of the Company. board of directors for a single public company following Executive’s resignation from the Permitted Boards subject to the prior approval of the Board, which approval will not be unreasonably withheld; (c) serve on civic, charitable, educational, religious, public interest or public service boards; and (d) All services that manage the Employee may render Executive’s personal and family investments, in each case, to the Company extent such activities, whether individually or any in the aggregate, do not materially interfere or conflict, as determined by the Board in good faith, with the performance of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by Executive’s duties and responsibilities under this Agreement and consideration for the compensation provided for hereinAgreement.

Position and Duties. (a) During The Employee will be employed by the Employment TermCompany, on a full-time basis, as of the Start Date. The Employee will assume the role of Executive Vice President, Chief Financial Officer on August 15, 2024, or such other date agreed to by the parties. As of the Start Date, the Employee shall serve as report to the Company’s Chief Executive Officer and (to the extent elected Officer, or appointed such other executive as a director of the Company) Chairman of the Board of the Company, accountable only to the Board of Directors of designated by the Company (the "Board"). In such capacities, the Employee shall perform the duties of Chief Executive Officer and Chairman of the Board, as set forth in the Company's Bylaws, as they may be amended from time to time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are from time to time delegated (hereinafter referred to as the “Managing Executive”). The Employee’s principal place of employment shall be at the Employee’s place of residence or, following the Employee’s Relocation (as defined below), at the Company’s corporate headquarters in Austin, Texas, and the Employee by the Board, provided understands and agrees that such duties, functions, responsibilities, and authority are reasonable and customary he will be required to travel from time to time for a person serving as Chief Executive Officer and Chairman of the Board of an enterprise comparable to the Companybusiness purposes. (b) During The Employee agrees to perform the Employment Termduties of Employee’s position and such other duties as may reasonably be assigned to the Employee from time to time. The Employee also agrees that, while employed by the Company, the Employee will devote substantially all of the Employee’s business time and efforts to the advancement of the business and interests of the Company and its Affiliates (as defined in Section 9 below) and to the discharge of the Employee’s duties and responsibilities for them. Notwithstanding the above, the Employee shall devote a substantial majority of his timebe permitted, skill, and attention and his best efforts during normal business hours to the business and affairs of the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to extent such business interests provided such business interests activities do not in the aggregate materially interfere with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed of the Employee’s duties and responsibilities hereunder to: (i) manage the Employee’s personal, financial and legal affairs; (ii) serve on civic, educational, philanthropic or charitable boards or committees; and (iii) subject to materially interfere disclosure to and initial approval by the Managing Executive, serve on any other corporate board or committee as long as such board or committee complies with Company policy (e.g. does not cause a conflict of interest with the Employee's ’s duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director of at the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the Company). (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. (a) During the Employment Term, the Employee Executive shall serve be employed as President and Chief Executive Officer of Employer, under the direction and (subject to the extent elected or appointed as a director of the Company) Chairman control of the Board of the Company(which direction shall be such as is customarily exercised over a chief executive officer), accountable only reporting directly to the Board of Directors of the Company (the "Board"). In such capacities, the Employee shall perform the duties of Chief Executive Officer and Chairman of the Board, and Executive shall be responsible for the business, affairs, properties and operations of Employer and shall have general executive charge, management and control of Employer, with all such powers and authority with respect to such business, affairs, properties and operations as set forth in the Company's Bylaws, as they may be amended from time reasonably incident to timesuch duties and responsibilities. In addition, and Executive shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are from time to time delegated to the Employee Executive by the Board; provided, provided however, that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of in the Board same or similar capacity of an enterprise comparable to Employer. In addition, Executive shall serve as a member of the CompanyBoard and the Board of Directors of SIC during the Employment Term. (b) During the Employment Term, the Employee Executive shall devote a substantial majority of his full business time, skill, and attention and his best efforts during normal business hours to the business and affairs of Employer to the Company extent necessary to discharge faithfully fully, faithfully, and efficiently the duties and responsibilities delegated and assigned to the Employee herein Executive in or pursuant heretoto this Agreement, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disabilitydisability and as otherwise specified in this paragraph. The Company acknowledges that the Employee has outside business interests and Employer agrees that it shall not be a violation of this paragraph for Executive to (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, and/or (iii) manage personal investments, so long as in the Employee may devote a portion case of his time (i), (ii) and attention to (iii) above such business interests provided such business interests activities do not materially interfere or conflict with the Employee's performance of Executive’s responsibilities under this Agreement or the interests of Employer. Specifically, Employer acknowledges that Executive currently serves on the Board of Directors of CARBO Ceramics, Inc. and acknowledges and agrees that such service shall not be considered a violation of this paragraph unless such activities significantly interfere with Executive’s performance of his duties hereunder; providedresponsibilities under this Agreement. Except as provided in subsection (i) above, howeverExecutive shall not become a member of the board of directors or committees of any other for-profit business organization without the prior written consent of the Board. In addition, for the avoidance of doubt, Executive’s engagement in no event the activities and/or interests identified on Schedule 1 shall such other activities by the Employee not be, or be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given be, a reasonable period in which to cure such interferencebreach of any provision of this Agreement or any agreement referenced herein. (c) During In connection with Executive’s employment under this Agreement, Executive shall be based in Tulsa, Oklahoma, or at any other place where the principal executive offices of Employer may be located during the Employment Term, subject to the Employee shall serve, if elected or appointed, Good Reason provisions of Paragraph 1(l)(ii) and any related severance rights that may arise in connection with a relocation of Employer’s principal executive offices thereunder. Executive also will engage in such travel as a director the performance of Executive’s duties in the Company, as a director and officer business of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the CompanyEmployer may reasonably require. (d) All services that the Employee Executive may render to the Company or any of its subsidiaries Employer Group in any capacity during the Employment Term shall be deemed to be services required by this Agreement and the consideration for the compensation such services is that provided for hereinin this Agreement. (e) Executive hereby acknowledges that he has read and is familiar with the written Employer policies provided to Executive herewith regarding business ethics and conduct, and will comply with all such provisions, and any amendments thereto applicable generally to Employer’s senior executive officers, during the Employment Term.

Position and Duties. (a) During the Employment Term, the Employee Executive shall serve as Chief Executive Operating Officer of the Company; shall have the authorities, duties and responsibilities customarily exercised by an individual serving in such position at an entity of the size and nature of the Company; shall be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair Executive’s ability to discharge, the foregoing duties and responsibilities; shall have such additional duties and responsibilities (to the extent elected or appointed as a director including service with affiliates of the Company) Chairman of reasonably consistent with the Board of the Company, accountable only to the Board of Directors of the Company (the "Board"). In such capacities, the Employee shall perform the duties of Chief Executive Officer and Chairman of the Boardforegoing, as set forth in the Company's Bylaws, as they may be amended from time to time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are from time to time delegated reasonably be assigned to the Employee Executive by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Company’s Chief Executive Officer Officer; and Chairman of the Board of an enterprise comparable shall report solely and directly to the Company’s Chief Executive Officer. The Company and Executive will cooperate reasonably and in good faith to arrange for Executive to receive any visa necessary to provide (and, if applicable, continue to provide) the services contemplated herein. (b) During the Employment Term, the Employee Executive shall devote a substantial majority substantially all of his time, skill, Executive’s business time and attention and his best efforts during normal business hours to the business and affairs of the Company necessary to discharge faithfully and efficiently its affiliates. However, nothing in this Agreement shall preclude Executive from: (i) serving on the boards of a reasonable number of business entities, trade associations, and charitable organizations; (ii) engaging in charitable activities and community affairs; (iii) accepting and fulfilling a reasonable number of speaking engagements; and (iv) managing Executive’s personal investments and affairs; provided that such activities do not, either individually or in the aggregate, interfere with the proper performance of Executive’s duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board create a conflict of interest; or violate any provision of this Agreement; and been given a reasonable period in which to cure such interference. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of provided further that service on the board of directors of any subsidiary of business entity must be approved in advance by the CompanyBoard, which approval shall not be unreasonably withheld. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. (a) During 2.1 Employer hereby agrees to employ Employee as Chief Legal and Administrative Officer of TKO, subject to the Employment Termterms, the conditions and provisions of this Agreement. Employee shall serve as Chief Executive Officer and (report directly to the extent elected President or appointed Chief Operating Officer of TKO (currently ▇▇▇▇ ▇▇▇▇▇▇▇) or any successor position thereto. 2.2 Employee accepts such employment and agrees to render services as a director provided herein, all of the Company) Chairman of the Board of the Company, accountable only which services shall be performed conscientiously and to the Board fullest extent of Directors of the Company (the "Board")Employee’s ability. In such capacities, the Employee shall perform the duties of Chief Executive Officer and Chairman of the Board, as set forth in the Company's Bylaws, as they may be amended from time to time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are from time to time delegated to the Employee by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of the Board of an enterprise comparable to the Company. (b) During the Employment Term, the Employee shall devote a substantial majority portion of his time, skill, and attention and his best efforts during normal Employee’s business hours time to the business Employer Group during the Term (as defined in Subsection 4.1 below); provided that, nothing in this Agreement shall prohibit or otherwise limit Employee from (a) continuing to provide services in his role and affairs of position at Endeavor Group Holdings, Inc., Endeavor Operating Company, LLC and their respective subsidiaries (other than the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference. (c) During the Employment Term, the Employee shall serve, if elected or appointedEmployer Group), as a director of the Company, as a director and officer of any subsidiary of the Company, and may be modified from time to time; or (b) serving as a member of any committee of the Board or of the board of directors of any subsidiary charitable, educational, religious, public interest or public service organization (but not as a member of the Companyboard of directors of a “for-profit” entity not part of the Employer Group unless approved by Employer), in each instance not inconsistent with the business practices and policies of the Employer Group, or from devoting reasonable periods of time to the activities of the aforementioned organizations, unless such activities interfere in any material respect with the performance of Employee’s duties and responsibilities hereunder to the Employer Group. (d) All services 2.3 During the Term, Employee’s principal place of employment will be located in New York County. Employee understands that the this position requires business travel and Employee may render will travel as is reasonably necessary to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for hereinperform his duties.

Position and Duties. (a) During the Employment Term, the Employee shall Executive shall, pursuant to the terms of this Agreement, continue to serve as the [Chairman, Chief Executive Officer and (to the extent elected or appointed as a director of the Company) Chairman of the Board President]1[Senior Vice President, Treasurer and Chief Financial Officer]2[Executive Vice President and Co-Chief Operating Officer]3,4[Senior Vice President, Secretary and General Counsel]5 of the Company, accountable only and shall continue to report directly to the [Board of Directors of the Company (the "Board"). In such capacities, the Employee shall perform the duties of “Board”)]1[Company’s Chief Executive Officer and Chairman of (the Board, as set forth in the Company's Bylaws, as they may be amended from time to time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are from time to time delegated to the Employee by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as “Chief Executive Officer and Chairman of the Board of an enterprise comparable to the CompanyOfficer”)]2,3,4,5. (b) During the Employment Term, the Employee Executive shall devote be a substantial majority full-time employee of the Company, shall dedicate substantially all of his time, skillworking time to the Company, and attention and his best efforts during normal shall have no other employment or other business hours ventures that are undisclosed to the business and affairs of the Company necessary to discharge faithfully and efficiently the or that conflict with Executive’s duties under this Agreement. The Executive shall (i) have all authorities, duties and responsibilities delegated customarily exercised by an individual serving as [Chairman, Chief Executive and President]1[Senior Vice President, Treasurer and Chief Financial Officer]2[Executive Vice President and Co-Chief Operating Officer]3,4[Senior Vice President, Secretary and General Counsel]5 of a company the size and nature of the Company; (ii) be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair his ability to discharge, the Employee herein or pursuant heretoforegoing duties and responsibilities; and (iii) have such additional duties and responsibilities, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere consistent with the Employee's performance foregoing, as the [Board]1[Chief Executive Officer of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed Company]2,3,4,5 may from time to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which time assign to cure such interferencehim. (c) During Notwithstanding the Employment Termforegoing, nothing herein shall prohibit the Employee shall serve, if elected Executive from (i) participating in trade associations or appointed, as a director industry organizations that are related to the business of the Company, as a director (ii) engaging in charitable, civic or political activities, (iii) engaging in personal investment activities for the Executive and officer his family that do not give rise to any conflicts of any subsidiary interest with the Company or its affiliates, or (iv) with the prior approval of the Company[Board]1[Chief Executive Officer]2,3,4,5, and as a member of any committee of the Board or of the board of directors of any subsidiary of the Company. (d) All services that the Employee may render accepting directorships unrelated to the Company that do not give rise to any conflicts of interest with the Company or any its affiliates, in each case so long as such interests do not materially interfere, individually or in the aggregate, with the performance of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement Executive’s duties hereunder. The Company acknowledges and consideration for approves the compensation provided for hereincurrent activities of the Executive as set forth on Schedule 1 hereto.

Position and Duties. (a) During Employee will continue to be employed pursuant to the Employment Term2020 Agreement until November 1, 2021 or such other date as the Company and Employee shall serve may agree (the "COO Start Date"). As of the COO Start Date, Employee will commence employment by the Company on a full time basis as its Chief Operating Officer, reporting to the President and Chief Executive Officer and (to the extent elected or appointed as a director “CEO”) of the Company) Chairman of the Board of the Company. This is an exempt position. During Employee’s employment, accountable only to the Board of Directors of the Company (the "Board"). In such capacities, the Employee shall perform the duties of Chief Executive Officer and Chairman of the Board, as set forth in the Company's Bylaws, as they may be amended asked from time to time, and shall have such other dutiesto serve as a director or officer of one or more of the Company's subsidiaries, functionsin each case, responsibilitieswithout further compensation. If Employee’s employment with the Company terminates for any reason, and authority commensurate then concurrently with such offices as are termination, Employee will be deemed to have resigned from time to time delegated to any director, officer, trustee, or other positions Employee may hold with the Employee Company, the Company's subsidiaries, or any of their respective related committees, trusts, or other similar entities, in each case unless otherwise agreed in writing by the Board, provided that such duties, functions, responsibilities, Company and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of the Board of an enterprise comparable to the CompanyEmployee. (b) During Employee agrees to perform the Employment Termduties of Employee’s position and such other duties as may reasonably be assigned to Employee consistent therewith from time to time. Employee also agrees that, while employed by the Company, Employee shall will devote a substantial majority of his timeEmployee’s full business time and best efforts, skillbusiness judgment, skill and attention and his best efforts during normal business hours knowledge to the advancement of the business and affairs interests of the Company necessary and to the discharge faithfully and efficiently the of all assigned duties and responsibilities delegated for them. Notwithstanding the preceding sentence, the Company acknowledges and assigned agrees that, for the duration of the Term, Employee shall be permitted to continue to provide medical care and related services to Employee’s patients for a period of time not to exceed, on average, one (1) day per week (the “Physician Services”). Employee herein or pursuant hereto, except shall not be entitled to any additional compensation by the Company for usual, ordinarythe Physician Services, and customary periods of vacation and absence due to illness or other disability. The the Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion shall be entitled to compensation from third parties for Employee’s provision of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interferencePhysician Services. (c) During the Employment TermEmployee agrees that, the Employee shall serve, if elected or appointed, as a director of while employed by the Company, Employee will comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to Employee’s position, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the Companyin effect from time to time. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. (ai) During the Employment Term, Period: (A) the Employee Executive shall serve as the Chief Executive Officer of Capital Group Partners, Inc. (“CGP”) and will be appointed as a member and the Chairman of CGP’s board of directors (which appointment and the number of members of the board shall be in accordance with, and subject to, CGP’s bylaws), with duties, authorities and responsibilities commensurate with such titles and offices; and (B) the Executive’s services shall primarily be performed in Denver, Colorado, although Executive agrees to travel to the extent elected or appointed reasonably necessary to perform his duties hereunder. Except as otherwise specifically provided in this Agreement, Executive shall be deemed to have resigned from all offices, directorships and other positions with the Company and its affiliates, including internal Company management committee memberships, as of the Effective Date. (ii) During the Employment Period Executive shall report to the Company’s Chief Executive Officer (“CEO”) and may, at Executive’s election, serve as a director member of the Company) Chairman of ’s Executive Committee or the Board of successor body, if any, thereto. During the CompanyEmployment Period, accountable Employee’s job duties shall encompass only matters relating to the Board of Directors of the Company (the "Board"). In CGP, excepting only such capacities, the Employee shall perform the duties of Chief Executive Officer and Chairman of the Board, incidental tasks as set forth in the Company's Bylaws, as they may be amended from time assigned to time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are him from time to time delegated to the Employee by the BoardCompany’s CEO. If during the Employment Period the Company sells or otherwise disposes of CGP or substantially all of the operating assets thereof (a “CGP Disposition”), the parties’ rights and responsibilities hereunder shall not be discharged or amended thereby, provided that following such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief CGP Disposition Executive Officer and Chairman of the Board of an enterprise comparable agrees to perform such executive-level duties relating to the Company’s business as may reasonably be assigned to Executive by the Company’s CEO. Notwithstanding any other provision of this Agreement, neither changes in Executive’s role, responsibilities and/or authority that relate to a CGP Disposition, nor Executive’s anticipation of any such change, shall constitute Good Reason under Section 4(c), below. Further, upon any CGP Disposition, Executive’s rights under Section 4(c), below shall terminate and Executive shall not thereafter have any right to resign Executive’s employment for Good Reason, except as provided in Section 6, below. (biii) During the Employment TermPeriod, and excluding any periods of disability and vacation and sick leave to which the Executive is entitled, the Employee shall Executive agrees to devote a substantial majority of his time, skill, and attention and his best efforts time during normal business hours to the business and affairs of the Company and CGP as directed or specified by the Company’s CEO, and, to the extent necessary to discharge faithfully the Executive’s responsibilities hereunder, to use the Executive’s reasonable best efforts to perform such responsibilities. During the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees; provided that such service must be disclosed to and efficiently approved by the duties Company in advance, pursuant to Company policy, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions; provided that such engagements must be disclosed to and responsibilities delegated approved by the Company in advance, pursuant to Company policy and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to (C) manage personal investments; all so long as such business interests provided such business interests activities do not materially significantly interfere with the Employee's performance of his duties hereunderthe Executive’s responsibilities as an employee of the Company in accordance with this Agreement; provided, howeverand, in no event shall the case of Executive’s management of Executive’s personal investments, so long as all such other investment management activities comply with the Company’s personal trading policies and, otherwise, with applicable law. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Employee Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to materially interfere with the Employee's duties hereunder until performance of the Employee has been notified Executive’s responsibilities to the Company; provided that in writing thereof by the Board all events Executive shall comply with all Company policies and been given a reasonable period in which procedures relating to cure such interferencepersonal investment activities, irrespective of when implemented. (civ) During the Employment Term, the Employee shall serve, if elected or appointed, as a director As of the CompanyRetirement Date, as a director and officer of any subsidiary of Executive shall retire from employment with the Company, and as a member shall be deemed to have resigned from all positions with the Company and all affiliates thereof, including without limitation employment, membership on boards of any directors, and committee memberships. Thereafter, Executive shall not be deemed an employee of the Board or of the board of directors of any subsidiary of the Company. (d) All services that the Employee may render to the Company or any of its subsidiaries affiliate, and except as provided in Section 5(e) shall not be entitled to participate in any capacity during employee benefit or fringe benefit program of any kind. (v) During the Employment Term period beginning on July 1, 2005 and ending on December 31, 2005 (the “Consulting Period”), Executive shall serve as a consultant to the Company’s CEO on an as-needed, as-requested basis. During the Consulting Period, Executive shall not be deemed expected to be report regularly to work at any Company facility, but agrees that, upon reasonable advance notice and upon the Company’s undertaking to reimburse Executive for Executive’s reasonable expenses relating thereto, Executive will travel at the Company’s request to the extent reasonably necessary to perform the consulting services required contemplated by this Agreement Agreement. During the Consulting Period, the Company shall exercise reasonable efforts to avoid conflicts between such consulting services and consideration for Executive’s personal and other business commitments, and Executive shall exercise reasonable efforts to fulfill the compensation provided for hereinCompany’s consulting requests in a timely manner, notwithstanding Executive’s personal and other business commitments.

Position and Duties. (ai) During the Employment Term, Period: (A) the Employee Executive shall serve as the Chief Executive Officer of BMS and (to the extent elected or appointed as a director of the Company) Chairman of the Board of the Company, accountable only to the Board of Directors of the Company (the "Board"). In such capacities, the Employee shall perform the duties of Co-Chief Executive Officer and Chairman of Motorola in the Office of the BoardChief Executive Officer (the “OC”), as set forth in the Company's Bylaws, as they may be amended from time to time, and shall have with such other duties, functions, responsibilities, responsibilities and authority as are commensurate with such offices as are from time to time delegated positions, reporting directly to the Employee by the Motorola Board, provided that such duties(B) (1) Motorola’s General Counsel, functions(2) Motorola’s Chief Financial Officer, responsibilities(3) the head of Motorola’s Supply Chain, (4) the head of Motorola’s Public Affairs/Communications Department and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman (5) the head of Motorola’s Human Resources Department (clauses (1) through (5), the Board of an enterprise comparable “Dual Reporting Group”) shall report directly to the Company. (b) During the Employment Term, the Employee shall devote a substantial majority of his time, skill, and attention and his best efforts during normal business hours to the business and affairs of the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunderOC; provided, however, that (x) employees of BMS shall have direct line reporting relationships to the Executive or his designees (including any applicable member of the Dual Reporting Group) and (y) employees of MDB shall have direct line reporting relationships to Motorola’s other Co-Chief Executive Officer or his designees (including any applicable member of the Dual Reporting Group) (items (x) and (y), together, the “Reporting Rules”), (C) subject to Section 4(g), the Executive shall be nominated by Motorola to remain on the Motorola Board, (D) the Executive shall devote substantially all of his business time, energies and talents to serving as Motorola’s Co-Chief Executive Officer and the Chief Executive Officer of BMS, perform his duties subject to the lawful directions of the Motorola Board, and in no accordance with Motorola’s corporate governance and ethics guidelines, conflict of interests policies, code of conduct and other written policies (collectively, the “Motorola Policies”), (E) the Motorola Board (or such committee of the Motorola Board as the Motorola Board shall duly designate) shall resolve any disagreement between the Executive and Motorola’s other Co-Chief Executive Officer, and (F) in the event that the Executive becomes the sole Chief Executive Officer of Motorola, (1) he shall continue to report directly to the Motorola Board, with such other activities by duties, responsibilities and authority as are commensurate with such position, (2) the Employee be deemed Reporting Rules shall cease to materially interfere apply, and (3) he shall devote substantially all of his business time, energies and talents to serving as Motorola’s Chief Executive Officer and shall perform his duties in accordance with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interferenceMotorola Policies. (cii) The Executive’s principal location of employment shall be at the principal headquarters of BMS; provided, that the Executive may be required under reasonable business circumstances to travel outside of such location in connection with performing his duties under this Agreement. (iii) During the Employment TermPeriod, it shall not be a violation of this Agreement for the Employee shall serveExecutive, if elected subject to the requirements of Section 7, to (A) serve on civic or appointedcharitable boards or committees and, with the consent of the Motorola Board (as a director of defined below) (such consent not to be unreasonably withheld or denied), no more than one corporate board unrelated to the Company, (B) deliver lectures or fulfill speaking engagements and (C) manage personal investments, so long as a director and officer of any subsidiary such activities (individually or in the aggregate) do not significantly interfere with the performance of the Company, and Executive’s responsibilities as a member of any committee of set forth in this Section 3(a) or the Board or of the board of directors of any subsidiary of Executive’s fiduciary duties to the Company. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. (a) During the Employment TermPeriod, the Employee shall will serve as Chief Executive Officer and (the Senior Vice President, Marketing, subject to the extent elected overall direction and authority of Employee’s manager or appointed supervisor as a director of the Company) Chairman of the Board of the Company, accountable only to the Board of Directors of designated by the Company (the "Board"). In such capacities, the Employee shall perform the duties of Chief Executive Officer and Chairman of the Board, as set forth in the Company's Bylaws, as they may be amended from time to time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are from time to time delegated to the Employee by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of the Board of an enterprise comparable to the Company. (b) During the Employment Term, the Employee shall will devote a substantial majority of his time, skill, her reasonable best efforts and attention and his best efforts during normal business hours to the business and affairs of the Company necessary and its affiliates; provided that nothing in this Section 2(b) will prohibit Employee from devoting a reasonable amount of time to: (i) charitable or other similar activities, so long as such activity does not conflict or interfere with Employee’s provision of services to discharge faithfully the Company as provided herein; or (ii) her work on behalf of Brandcentric, Inc. d/b/a LEC, Ltd. (“LEC, Ltd.”), so long as such activity does not conflict or interfere with Employee’s provision of services to the Company as provided herein. Notwithstanding the foregoing, Employee agrees and efficiently acknowledges that she has made arrangements to transfer day-to-day management of LEC, Ltd. to others, and agrees not to be involved in the negotiation of any terms and conditions regarding contracts or projects between the Company and LEC, Ltd. Further, Employee and Company agree that, at the beginning of each calendar quarter during which this Agreement is in effect, Company and LEC, Ltd. shall agree upon a budget for agreed upon services and projects to be completed by LEC, Ltd. for that calendar quarter and any work that would cause the total expenses for such quarter to exceed that budgeted amount by $5,000 or more shall be approved by the CEO or CFO of the Company. Employee will perform her duties and responsibilities delegated and assigned hereunder to the Employee herein or pursuant heretobest of her abilities in a diligent, except for usualtrustworthy, ordinary, businesslike and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interferenceefficient manner. (c) During the Employment TermCompany acknowledges and agrees that, the in connection with Employee’s position with Company, Employee shall servebe allowed to maintain an office in Chicago, if elected or appointedIllinois at her own expense. Notwithstanding the foregoing, as a director of Employee acknowledges and agrees that she will be required frequently to be present in the Company’s facilities in Lombard, as a director and officer of any subsidiary of Illinois, where she will maintain an office. Further, from time to time, she will need to travel to the Company, ’s corporate headquarters in Massachusetts and as a member of any committee of the Board or of the board of directors of any subsidiary of the Companyelsewhere in connection with her job responsibilities. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. (a) During the Employment TermPeriod, the Employee Executive shall serve as the Chairman and Chief Executive Officer of Publishing and shall have the normal duties, responsibilities and authority implied by such positions. Executive shall hold similar positions with the Company and Ziff D▇▇▇▇ Media Inc. (“Media”) as well as any entity controlled by the Company which the Board determines to be a key affiliate, and Executive shall have the right to serve in the same position with respect to all other Affiliates controlled by the Company except to the extent elected or appointed (i) Executive votes as a director or otherwise approves the election of the Companyanother person to any such position, or (ii) Chairman applicable law precludes Executive from holding such position in a foreign entity, provided that Executive shall not be entitled to any additional compensation for serving in such positions. So long as Executive remains employed in each of the Board of such positions with Publishing, the Company, accountable only Media and each of such key Affiliates, Executive shall be deemed to be “Employed by the Board Company” for purposes hereof, and if Executive ceases for any reason to be employed in any of Directors such positions with any of such entities, Executive will be deemed to be no longer “Employed by the Company”, and his “Company (Employment” shall be deemed to have ceased or terminated. For the "Board"). In avoidance of doubt, Executive will be deemed to have resigned from “Company Employment” if Executive resigns from any of such capacitiespositions with Publishing, the Employee shall perform the duties Company, Media or any of Chief Executive Officer and Chairman of the Board, as set forth in the Company's Bylaws, as they may be amended from time to time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are from time to time delegated to the Employee by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of the Board of an enterprise comparable to the Companykey Affiliates. (b) During Executive shall report directly to the Employment Term, Board of the Employee Company and shall devote a substantial majority of his time, skill, and attention and his best efforts during normal and substantially all of his business hours time and attention (except for vacation periods contemplated hereby, periods of illness or other incapacity, reasonable time spent with respect to civic and charitable activities, service on the 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 the Company necessary to discharge faithfully Publishing and efficiently the its Affiliates. Executive shall perform Executive’s duties and responsibilities delegated and assigned to the Employee herein or pursuant heretobest of Executive’s abilities in a diligent, except for usualtrustworthy, ordinary, businesslike and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interferenceefficient manner. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the Company. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. (a) During The Corporation hereby agrees to employ the Employment Executive as Executive Vice President, Chief Financial Officer, and the Executive hereby accepts such position and agrees to serve the Corporation in such capacity during the Term, as defined in Section 3 hereof. The Executive shall be based in our Richmond Hill, Ontario office and have such duties and responsibilities as are consistent with the Employee shall serve as Chief Executive Officer and (to the extent elected or appointed as a director of the Company) Chairman of the Board of the Company, accountable only to the Board of Directors of the Company (the "Board"). In such capacities, the Employee shall perform the duties of Chief Executive Officer and Chairman of the Board, Executive’s position as set forth in the Company's Bylaws, herein and as they may be amended from time to time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are assigned by the Corporation from time to time delegated to in accordance with the Employee by the Board, provided that such duties, functions, responsibilitiesterms hereof. The Executive shall be subject to, and authority are shall act in accordance with, all reasonable instructions and customary for a person serving as Chief Executive Officer and Chairman directions of the Board CEO & CTO of an enterprise comparable the Corporation (the “Reporting Manager”) and all policies and rules of the Corporation applicable to the Companyexecutive officers. (b) During the Employment Term, the Employee shall devote a substantial majority of his time, skill, and attention and his best efforts during normal business hours to the business and affairs of the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary excluding any periods of vacation and absence due sick leave to illness or other disability. The Company acknowledges that which the Employee has outside business interests and agrees that Executive is entitled, the Employee may Executive shall devote a portion of his time full working time, energy and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunder; providedand responsibilities hereunder and shall diligently endeavor to promote the business and best interests of the Corporation. Notwithstanding the foregoing, however, in no event shall such other activities by to the Employee be deemed to materially extent that it does not interfere with the Employee's performance of Executive’s duties hereunder until hereunder, Executive may (i) with the Employee has been notified in writing thereof by prior consent of the Board of Directors of the Corporation (the “Board”), serve on the board of directors or equivalent body of up to one other company that is not a competitor of the Corporation; (ii) serve on the boards of directors or equivalent bodies of trade associations and/or charitable organizations; (iii) engage in charitable activities and been given a reasonable period in which to cure such interferencecommunity affairs; and (iv) manage his personal, financial and legal affairs. (c) During the Employment TermAs Executive Vice President, Chief Financial Officer, the Employee shall serveExecutive will be responsible for planning, if elected or appointedimplementing, managing, and controlling all financial-related activities of the Parent Corporation, as a director of may be assigned from time to time by the CompanyReporting Manager, as a director including accounting, finance, tax, treasury, operations & procurement, facilities, investor relations and officer of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the Companycorporate development. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. (a) During the Employment TermPeriod, the Employee Executive shall serve as Chief Executive Officer Vice President of the Company and, commencing on or about April 3, 2015 following the filing with the U.S. Securities and Exchange Commission (to the extent elected or appointed as a director “SEC”) of the Company) Chairman of ’s annual report on Form 10-K for the Board fiscal year ending February 1, 2015, as Chief Financial Officer and Treasurer of the Company, accountable only in each case reporting directly to the Board most senior executive officer, and the Executive shall be the Company’s most senior financial officer. During the Employment Period, the Executive also shall serve as Executive Vice President of Directors KKDC and, commencing on or about April 3, 2015 following the filing with the SEC of the Company (Company’s annual report on Form 10-K for the "Board"). In such capacitiesfiscal year ending February 1, the Employee shall perform the duties of 2015, as Chief Executive Financial Officer and Chairman Treasurer of the Board, as set forth in the Company's Bylaws, as they may be amended from time to timeKKDC, and the Executive shall be KKDC’s most senior financial officer. The Executive shall have such other duties, functions, responsibilities, powers and authority commensurate with such offices duties as are may from time to time delegated to the Employee be prescribed by the Board, Board or the most senior executive officer of the Companies; provided that such duties, functions, responsibilities, powers and authority duties are reasonable and customary substantially consistent with those customarily assigned to individuals serving in such position at comparable companies or as may be reasonably required for a person serving as Chief Executive Officer and Chairman the proper conduct of the Board business of an enterprise comparable to the Company. (b) Companies. During the Employment TermPeriod, the Employee Executive shall devote a substantial majority substantially all of his timeworking time and efforts, skillwhich shall be conducted on a full-time basis, and attention and his best efforts during normal business hours to the business and affairs of the Company necessary and its Subsidiaries. The Executive shall not directly or indirectly render any services of a business, commercial or professional nature to discharge faithfully and efficiently the duties and responsibilities delegated and assigned any other person or organization not related to the Employee herein business of the Company or pursuant heretoits Subsidiaries, except whether for usualcompensation or otherwise, ordinary, and customary periods without the prior approval of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunderBoard; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of Executive may serve on the board of directors of any subsidiary one for-profit corporation with the prior approval of the Company. (d) All services that Board, which will not be unreasonably withheld, and the Employee Executive may render to serve as a director of not-for-profit organizations or engage in other charitable, civic or educational activities, so long as the Company activities described in this proviso do not interfere with the Executive’s performance of his duties hereunder or any of its subsidiaries result in any capacity during conflict of interest with the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for hereinCompanies.

Position and Duties. (a) During the Employment TermPeriod, the Employee shall you will serve as Chief Operating Officer of the Company as well as interim Chief Executive Officer and (to the extent elected or “interim CEO”) until a successor Chief Executive Officer (“Successor CEO”) is appointed as a director of the Company) Chairman of the Board of the Company, accountable only to by the Board of Directors of the Company (the "“Board"”). In such capacities, You will have the Employee shall perform the duties of Chief Executive Officer usual and Chairman of the Board, as set forth in the Company's Bylaws, as they may be amended from time to time, and shall have such other customary duties, functions, responsibilities, and authority commensurate authorities of a person in such positions and such other duties assigned to you by the Board or the Successor CEO which are consistent with your positions. You will report directly to the Board during the time you hold the position of interim CEO, and thereafter you shall report directly to the Successor CEO. You will devote your full working time, efforts, and attention to, and diligently and conscientiously perform the duties of, such offices as are positions. In addition to performing such duties for the Company, you may be required to perform similar duties for the Company’s existing subsidiaries or affiliates, and/or any subsidiaries and/or affiliates which may be formed or acquired from time to time delegated in the future, (collectively, all such subsidiaries and/or affiliates, including subsidiaries formed after the date hereof, shall be referred to as the “Company Affiliates”). Except for travel for business purposes, you will be employed, and your primary offices will be located, at your home office. You represent to the Employee by the BoardCompany that you are not subject to or a party to any employment agreement, provided non-competition covenant, or other agreement that such dutieswould be breached by, functionsor prohibit you from executing, responsibilities, this letter agreement and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of the Board of an enterprise comparable to the Company. (b) During the Employment Term, the Employee shall devote a substantial majority of his time, skill, and attention and his best efforts during normal business hours to the business and affairs of the Company necessary to discharge faithfully and efficiently the performing fully your duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the Company. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. (a) During the Employment Term (as defined in Section 2 hereof), the Employee shall serve as the Chief Executive Officer of the Company. In addition, effective as of the commencement of the Employment Term, the Employee shall be appointed, and during the Employment Term re-nominated from year to year, to serve as Chief Executive Officer and (to the extent elected or appointed as a director member of the Company) Chairman of the Board of the Company, accountable only to the Board of Directors of the Company (the "“Board"”); provided that the Employee’s continued service as a member of the Board shall at all times remain subject to applicable law and to any and all nomination and election procedures in accordance with the Company’s charter and by-laws. In such the foregoing capacities, the Employee shall perform have the duties duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of Chief Executive Officer persons in similar capacities in similarly sized companies, and Chairman of such other duties, authorities and responsibilities as may reasonably be assigned to the Board, as set forth in Employee from time to time that are not inconsistent with the Employee’s position with the Company's Bylaws. The Employee’s principal place of employment with the Company shall be in Van Buren Township, as they Michigan, provided that the Employee understands and agrees that the Employee may be amended required to travel from time to time, both domestically and internationally, for business purposes. The Employee shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are from time to time delegated report directly to the Employee by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of the Board of an enterprise comparable to the Company. (b) During the Employment Term, the Employee shall devote a substantial majority all of his the Employee’s business time, skillenergy, business judgment, knowledge and attention skill and his the Employee’s best efforts during normal business hours to the business and affairs performance of the Company necessary to discharge faithfully Employee’s duties with the Company, provided that the foregoing shall not prevent the Employee from (i) serving on the boards of directors of for-profit and efficiently the duties and responsibilities delegated and assigned non-profit organizations, subject to the Employee herein written approval of the Board, including service on one (1) board of directors as agreed to by the Company in advance of the Effective Date, (ii) participating in charitable, civic, educational, professional, community or pursuant hereto, except for usual, ordinary, industry affairs and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that (iii) managing the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to Employee’s passive personal investments so long as such business interests provided such business interests activities do not materially individually or collectively interfere or conflict with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's ’s duties hereunder until the Employee has been notified in writing thereof by the Board and been given or create a reasonable period in which to cure such interferencepotential business or fiduciary conflict. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the Company. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. (ai) During the Employment Term, the Employee shall serve as Chief Executive Officer Senior Vice President – Clinical Affairs of the Company. In so doing, Employee shall have such powers and duties (to the extent elected including holding officer positions with one or appointed as a director more Subsidiaries of the Company) Chairman of the Board of the Company, accountable only to the Board of Directors of the Company (the "Board"). In such capacities, the Employee shall perform the duties of Chief Executive Officer and Chairman of the Board, as set forth in the Company's Bylaws, as they may be amended from time to time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are assigned from time to time delegated to the Employee by the Board, provided that so long as such duties, functions, responsibilities, powers and authority duties are reasonable and customary for a person serving as Chief Executive Officer and Chairman of the Board senior vice president – clinical affairs of an enterprise comparable to the Company. Employee shall report to the executive officer of the Company to whom Employee currently reports or to such other executive officer of the Company as the Board may from time to time determine after the date hereof (the “Reporting Officer”). (bii) During the Employment Term, the and excluding any periods of vacation and sick leave to which Employee shall is entitled, Employee agrees to devote a substantial majority all of his time, skill, and attention and his best efforts during normal Employee’s business hours time to the business and affairs of the Company and, to the extent necessary to discharge faithfully the responsibilities assigned to Employee hereunder, to (a) use Employee’s best efforts to perform diligently, faithfully, effectively and efficiently such responsibilities, (b) use Employee’s best efforts to promote the interests of the Company; (c) use Employee’s best efforts to maintain Employer’s status as a participating provider under the Medicare and Medicaid programs; and (d) perform such other duties and responsibilities delegated and assigned appropriate for Employee’s position as the Board or the Reporting Officer may from time to time reasonably direct. (iii) Employee shall not engage, directly or indirectly, in any other business, investment, or activity that interferes with the performance of Employee’s duties under this Agreement, is contrary to the Employee herein interests of the Company or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a requires any portion of his time Employee’s business time; provided, however, that during the Term, it shall not be a violation of this Agreement for Employee to (1) serve on the board of directors (or similar governing body) of one or more other companies that do not engage in a Competing Business if the Board has provided prior approval (which shall not be unreasonably withheld) for such service, (2) serve on corporate, civic, charitable or industry sector association boards or committees, (3) deliver lectures or fulfill speaking engagements and attention to (4) manage personal investments, so long as such business interests provided such business interests activities do not materially interfere with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference. (c) During the Employment Term, the Employee shall serve, if elected or appointed, ’s responsibilities as a director an employee of the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the CompanyCompany in accordance with this Agreement. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. (a) During the Employment Term (as defined in Section 2 hereof), the Employee shall continue to serve as the Chief Executive Officer of the Company. In addition, during the Employment Term, the Employee shall continue to serve as Chief Executive Officer and (to the extent elected or appointed as a director member of the Company) Board and as Chairman of the Board Board; provided that the Employee’s continued service as a member of the Board shall at all times remain subject to applicable law and to any and all nomination and election procedures in accordance with the Company, accountable only to the Board of Directors of the Company (the "Board")’s charter and by-laws. In such the foregoing capacities, the Employee shall perform have the duties duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of Chief Executive Officer and Chairman of the Board, as set forth persons in the Company's Bylaws, as they may be amended from time to timesimilar capacities in similarly sized companies, and shall have such other duties, functions, responsibilities, authorities and authority commensurate with such offices responsibilities as are may reasonably be assigned to the Employee from time to time delegated to that are not inconsistent with the Employee by Employee’s position with the BoardCompany. The Employee’s principal place of employment with the Company shall be in southeastern Michigan, provided that such duties, functions, responsibilities, the Employee understands and authority are reasonable and customary agrees that the Employee may be required to travel from time to time for a person serving as Chief Executive Officer and Chairman of the Board of an enterprise comparable business purposes. The Employee shall report directly to the CompanyBoard. (b) During the Employment Term, the Employee shall devote a substantial majority all of his the Employee’s business time, skillenergy, business judgment, knowledge and skill and the Employee’s best efforts to the performance of the Employee’s duties with the Company, provided that the foregoing shall not prevent the Employee from (i) serving on the boards of directors of non-profit organizations and not greater than two (2) other for profit companies; provided that any such service (other than any pre-existing board memberships as of the Effective Date) shall be subject to the written approval of the Board to the extent required under the Company’s corporate governance policies, (ii) participating in charitable, civic, educational, professional, community or industry affairs, and attention and his best efforts during normal business hours to (iii) managing the business and affairs of Employee’s passive personal investments so long as such activities in the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests aggregate do not materially interfere or conflict with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's ’s duties hereunder until the Employee has been notified in writing thereof by the Board and been given or create a reasonable period in which to cure such interferencepotential business or fiduciary conflict. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the Company. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. (ai) During the Employment Term, Period and prior to the Employee occurrence of the Separation Event or any Other Transaction Event (the “ Motorola Service Period ”): (A) the Executive shall serve as the Chief Executive Officer of MDB and the Co-Chief Executive Officer of Motorola in the Office of the Chief Executive Officer (the “ OC ”), with such duties, responsibilities and authority as are commensurate with such positions, reporting directly to the Motorola Board, (B) (1) Motorola’s General Counsel, (2) Motorola’s Chief Financial Officer, (3) the head of Motorola’s Supply Chain, (4) the head of Motorola’s Public Affairs/Communications Department and (5) the head of Motorola’s Human Resources Department (clauses (1) through (5), the “ Dual Reporting Group ”) shall report directly to the OC; provided , however , that (x) employees of MDB shall have direct line reporting relationships to the Executive or his designees (including any applicable member of the Dual Reporting Group) and (y) employees of Motorola’s business segments other than MDB shall have direct line reporting relationships to Motorola’s other Co-Chief Executive Officer or his designees (including any applicable member of the Dual Reporting Group) (items (x) and (y), together, the “ Reporting Rules ”), (C) Motorola shall cause the Executive to be elected to the Motorola Board as of the Commencement Date, and thereafter, subject to Section 4(g), the Executive shall be nominated by Motorola to remain on the Motorola Board, (D) Executive shall devote substantially all of his business time, energies and talents to serving as Motorola’s Co-Chief Executive Officer and (MDB’s Chief Executive Officer, perform his duties subject to the extent elected or appointed as a director lawful directions of the CompanyMotorola Board, and in accordance with Motorola’s corporate governance and ethics guidelines, conflict of interests policies, code of conduct and other written policies (collectively, the “ Motorola Policies ”), (E) Chairman the Motorola Board (or such committee of the Motorola Board as the Motorola Board shall duly designate) shall resolve any disagreement between Executive and Motorola’s other Co-Chief Executive Officer, (F) in the event that Executive becomes the sole Chief Executive Officer of the CompanyMotorola, accountable only (1) he shall continue to report directly to the Board Motorola Board, with such duties, responsibilities and authority as are commensurate with such position, (2) the Reporting Rules shall cease to apply, and (3) he shall devote substantially all of Directors of the Company (the "Board"). In such capacitieshis business time, the Employee shall perform the duties of energies and talents to serving as Motorola’s Chief Executive Officer and Chairman of shall perform his duties in accordance with the Board, as set forth Motorola Policies and (G) in the Company's Bylawsevent that the Separation Event or an Other Transaction Event does not occur on or prior to December 31, 2010, unless the Parties agree otherwise in writing, (1) Executive’s employment with the Company shall terminate, (2) such termination shall be treated as they may be amended from time to time, a termination without Cause and shall have such (3) the other duties, functions, responsibilities, and authority commensurate with such offices as are from time to time delegated to the Employee by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Co-Chief Executive Officer and Chairman of shall become the Board of an enterprise comparable to the Companysole Chief Executive Officer. (b) During the Employment Term, the Employee shall devote a substantial majority of his time, skill, and attention and his best efforts during normal business hours to the business and affairs of the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the Company. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. Employee shall be employed in the position of Writer, Director and Producer of The Chosen, a multi-season television series on the life of J▇▇▇▇ ▇▇▇▇▇▇ (a“The Chosen”) and shall be subject to the authority of, and shall report to, the manager of the Company (the “Manager”). Employee’s duties and responsibilities shall include all those set forth in the Writer Work for Hire Agreement and those additional duties and responsibilities customarily attendant to the position of a Writer, Director and Producer of The Chosen (as defined below) and such other duties and responsibilities as may be assigned by the Manager. During the Employment Term, the Employee shall serve as Chief Executive Officer (a) devote Employee’s entire business time, loyalty, attention and energies exclusively to writing, directing and producing The Chosen and promoting The Chosen and the other business interests of the Company while employed by the Company, (b) use his best efforts to promote the interests, prospects and condition (financial and otherwise) and welfare of the Company and shall perform his duties and responsibilities to the best of his ability in a diligent, trustworthy, businesslike and efficient manner, and (to the extent elected or appointed as a director c) comply at all times with all policies and codes of the Company) Chairman of the Board conduct of the Company, accountable only to the Board of Directors of the Company (the "Board"). In as such capacities, the Employee shall perform the duties of Chief Executive Officer policies and Chairman of the Board, as set forth in the Company's Bylaws, as they codes may be amended change from time to time, . Employee acknowledges that Employee’s duties and shall have such other duties, functions, responsibilities, responsibilities will require all of Employee’s business time and authority commensurate with such offices as are from time to time delegated to the Employee by the Board, provided efforts and agrees that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of the Board of an enterprise comparable to the Company. (b) During during the Employment Term, the Employee shall devote a substantial majority of his time, skill, and attention and his best efforts during normal business hours to the business and affairs of the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has will not engage in any outside business interests and agrees activities that the Employee may devote a portion of conflict with his time and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunderobligations under this Agreement; provided, however, that nothing set forth in this Section 1.2 shall affect Employee’s ability to participate in religious, civic or charitable organizations or to serve on religious, civic or charitable boards, provided that (i) such activities do not interfere with Employee’s performance of his duties hereunder and (ii) the foregoing shall in no event shall such way waive, modify, or limit Employee’s other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board agreements and been given a reasonable period in which to cure such interferenceobligations hereunder, including without limitation Article 4. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the Company. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. (ai) During the Employment Term, Period and prior to the Employee occurrence of the Separation Event or any Other Transaction Event (the “Motorola Service Period”): (A) the Executive shall serve as the Chief Executive Officer of MDB and (to the extent elected or appointed as a director of the Company) Chairman of the Board of the Company, accountable only to the Board of Directors of the Company (the "Board"). In such capacities, the Employee shall perform the duties of Co-Chief Executive Officer and Chairman of Motorola in the Office of the BoardChief Executive Officer (the “OC”), as set forth in the Company's Bylaws, as they may be amended from time to time, and shall have with such other duties, functions, responsibilities, responsibilities and authority as are commensurate with such offices as are from time to time delegated positions, reporting directly to the Employee by the Motorola Board, provided that such duties(B) (1) Motorola’s General Counsel, functions(2) Motorola’s Chief Financial Officer, responsibilities(3) the head of Motorola’s Supply Chain, (4) the head of Motorola’s Public Affairs/Communications Department and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman (5) the head of Motorola’s Human Resources Department (clauses (1) through (5), the Board of an enterprise comparable “Dual Reporting Group”) shall report directly to the Company. (b) During the Employment Term, the Employee shall devote a substantial majority of his time, skill, and attention and his best efforts during normal business hours to the business and affairs of the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunderOC; provided, however, in no event that (x) employees of MDB shall such have direct line reporting relationships to the Executive or his designees (including any applicable member of the Dual Reporting Group) and (y) employees of Motorola’s business segments other activities by than MDB shall have direct line reporting relationships to Motorola’s other Co-Chief Executive Officer or his designees (including any applicable member of the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board Dual Reporting Group) (items (x) and been given a reasonable period in which to cure such interference. (c) During the Employment Termy), together, the Employee “Reporting Rules”), (C) Motorola shall serve, if cause the Executive to be elected or appointed, to the Motorola Board as a director of the CompanyCommencement Date, and thereafter, subject to Section 4(g), the Executive shall be nominated by Motorola to remain on the Motorola Board, (D) Executive shall devote substantially all of his business time, energies and talents to serving as a director Motorola’s Co-Chief Executive Officer and officer of any subsidiary MDB’s Chief Executive Officer, perform his duties subject to the lawful directions of the CompanyMotorola Board, and as a member in accordance with Motorola’s corporate governance and ethics guidelines, conflict of any interests policies, code of conduct and other written policies (collectively, the “Motorola Policies”), (E) the Motorola Board (or such committee of the Motorola Board or as the Motorola Board shall duly designate) shall resolve any disagreement between Executive and Motorola’s other Co-Chief Executive Officer, (F) in the event that Executive becomes the sole Chief Executive Officer of Motorola, (1) he shall continue to report directly to the board Motorola Board, with such duties, responsibilities and authority as are commensurate with such position, (2) the Reporting Rules shall cease to apply, and (3) he shall devote substantially all of directors of any subsidiary of his business time, energies and talents to serving as Motorola’s Chief Executive Officer and shall perform his duties in accordance with the Company. Motorola Policies and (dG) All services in the event that the Employee may render Separation Event or an Other Transaction Event does not occur on or prior to December 31, 2010, unless the Parties agree otherwise in writing, (1) Executive’s employment with the Company or any of its subsidiaries in any capacity during the Employment Term shall terminate, (2) such termination shall be deemed to be services required by this Agreement treated as a termination without Cause and consideration for (3) the compensation provided for hereinother Co-Chief Executive Officer shall become the sole Chief Executive Officer.

Position and Duties. (a) During the Employment Term (as defined in Section 2 hereof), the Employee shall continue to serve as the Chief Executive Officer of the Company. In addition, during the Term, the Employee shall serve as Chief Executive Officer serve, and (be re-nominated from year to the extent elected or appointed year to serve, as a director member of the Company) Chairman of the Board of the Company, accountable only to the Board of Directors of the Company (the "“Board"”); provided that the Employee’s continued service as a member of the Board shall at all times remain subject to applicable law and to any and all nomination and election procedures in accordance with the Company’s charter and by-laws. In such the foregoing capacities, the Employee shall perform have the duties duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of Chief Executive Officer persons in similar capacities in similarly sized companies, and Chairman of such other duties, authorities and responsibilities as may reasonably be assigned to the Board, as set forth in Employee from time to time that are not inconsistent with the Employee’s position with the Company's Bylaws. The Employee’s principal place of employment with the Company shall be in Van Buren Township, as they Michigan, provided that the Employee understands and agrees that the Employee may be amended required to travel from time to time, both domestically and internationally, for business purposes. The Employee shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are from time to time delegated report directly to the Employee by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of the Board of an enterprise comparable to the Company. (b) During the Employment Term, the Employee shall devote a substantial majority all of his the Employee’s business time, skillenergy, business judgment, knowledge and attention skill and his the Employee’s best efforts during normal business hours to the business and affairs performance of the Company necessary to discharge faithfully Employee’s duties with the Company, provided that the foregoing shall not prevent the Employee from (i) serving on the boards of directors of for-profit and efficiently the duties and responsibilities delegated and assigned non-profit organizations, subject to the Employee herein written approval of the Board, including service on one (1) board of directors as agreed to by the Company in advance of the Effective Date, (ii) participating in charitable, civic, educational, professional, community or pursuant hereto, except for usual, ordinary, industry affairs and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that (iii) managing the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to Employee’s passive personal investments so long as such business interests provided such business interests activities do not materially individually or collectively interfere or conflict with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's ’s duties hereunder until the Employee has been notified in writing thereof by the Board and been given or create a reasonable period in which to cure such interferencepotential business or fiduciary conflict. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the Company. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. (a) During Employee will commence employment on January 10, 2022 or such other date as the Employment TermCompany and Employee may agree (the "Start Date") on a full-time basis, as the Employee shall serve as Chief Corporate Development & Strategy Officer, reporting to the Chief Executive Officer and (to the extent elected or appointed as a director “CEO”) of the Company) Chairman of the Board of the Company. This is an exempt position. During Employee’s employment, accountable only to the Board of Directors of the Company (the "Board"). In such capacities, the Employee shall perform the duties of Chief Executive Officer and Chairman of the Board, as set forth in the Company's Bylaws, as they may be amended from time to time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are asked from time to time delegated to serve as a director or officer of one or more of the Company's subsidiaries, in each case, without further compensation. If Employee’s employment with the Company terminates for any reason, then concurrently with such termination, Employee will be deemed to have resigned from any director, officer, trustee, or other positions Employee may hold with the Company, the Company's subsidiaries, or any of their respective related committees, trusts, or other similar entities, in each case unless otherwise agreed in writing by the Board, provided that such duties, functions, responsibilities, Company and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of the Board of an enterprise comparable to the CompanyEmployee. (b) During Employee agrees to perform the Employment Termduties of Employee’s position and such other duties as may reasonably be assigned to Employee consistent therewith from time to time. Employee also agrees that, while employed by the Company, Employee shall will devote a substantial majority of his timeEmployee’s full business time and best efforts, skillbusiness judgment, skill and attention and his best efforts during normal business hours knowledge exclusively to the advancement of the business and affairs interests of the Company necessary and to the discharge faithfully and efficiently the of all assigned duties and responsibilities delegated for them. This does not preclude the Employee from serving on Advisory and assigned Corporate Boards, so long as doing so does not conflict or interfere with (i) the performance of Employee’s duties and responsibilities pursuant to this Agreement or (ii) the advancement of the Company’s business interests to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods best of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference’s ability. (c) During the Employment TermEmployee agrees that, the Employee shall serve, if elected or appointed, as a director of while employed by the Company, Employee will comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to Employee’s position, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the Companyin effect from time to time. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. (a) During The Corporation hereby agrees to employ the Employment Executive to act as Executive Vice-President and General Manager, SMB Consumer Business and the Executive hereby accepts such position and agrees to serve the Parent Corporation in such capacity during the Term, as defined in Section 3 hereof. The Executive shall have such duties and responsibilities as are consistent with the Employee shall serve as Chief Executive Officer and (to the extent elected or appointed as a director of the Company) Chairman of the Board of the Company, accountable only to the Board of Directors of the Company (the "Board"). In such capacities, the Employee shall perform the duties of Chief Executive Officer and Chairman of the Board, Executive’s position as set forth in the Company's Bylaws, herein and as they may be amended from time to time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as are assigned by the Corporation or Parent Corporation from time to time delegated to in accordance with the Employee by the Board, provided that such duties, functions, responsibilitiesterms hereof. The Executive shall be subject to, and authority are shall act in accordance with, all reasonable instructions and customary for a person serving as directions of the Chief Executive Officer and Chairman of the Board Parent Corporation (the “Reporting Manager”) and all policies and rules of an enterprise comparable the Corporation and the Parent Corporation applicable to the Companyexecutive officers. (b) During the Employment Term, the Employee shall devote a substantial majority of his time, skill, and attention and his best efforts during normal business hours to the business and affairs of the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary excluding any periods of vacation and absence due sick leave to illness or other disability. The Company acknowledges that which the Employee has outside business interests and agrees that Executive is entitled, the Employee may Executive shall devote a portion of his time full working time, energy and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunder; providedand responsibilities hereunder and shall diligently endeavor to promote the business and best interests of the Corporation and Parent Corporation. Notwithstanding the foregoing, however, in no event shall such other activities by to the Employee be deemed to materially extent that it does not interfere with the Employee's performance of Executive’s duties hereunder until hereunder, Executive may (i) with the Employee has been notified prior consent of the Reporting Manager of the Parent Corporation, serve on the board of directors or equivalent body of up to one other company that is not a competitor of the Corporation or the Parent Corporation; (ii) serve on the boards of directors or equivalent bodies of trade associations and/or charitable organizations; (iii) engage in writing thereof by the Board charitable activities and been given a reasonable period in which to cure such interferencecommunity affairs; and (iv) manage his personal, financial and legal affairs. (c) During As Executive Vice-President and General Manager, SMB Consumer Business the Employment Term, the Employee shall serve, if elected or appointedExecutive will be responsible for all customer facing activity, as a director may be assigned to him from time to time by the Reporting Manager, including sales, marketing, professional services and cloud services of the CompanySMB Consumer business. Your primary office location is Boston, Massachusetts and you may be required to attend this location, as a director and officer of any subsidiary of the Companyrequired, and as a member of any committee of the Board or of the board of directors of any subsidiary of the Company. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for hereinevent at least every other week in each month.

Position and Duties. (a) During At all times during the Employment Term, the Employee shall Executive shall: (i) serve as the President and Chief Executive Officer and (to the extent elected or appointed as a director of the Company) Chairman of the Board of the Company, accountable only to the Board of Directors of Bank and the Company (the "Board"). In and, in such capacitiescapacity, the Employee shall perform the such duties of Chief Executive Officer and Chairman of the Boardhave such responsibilities as is typical for such positions, as set forth in the Company's Bylaws, well as they any other reasonable duties as may be amended assigned to him from time to time, and shall have such other duties(ii) diligently and conscientiously devote substantially all of his business time, functions, responsibilitiesenergy, and authority commensurate ability to his duties and the business of the Employer and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such offices services either directly or indirectly without the prior written consent of the Bank Board, and (iii) comply with all directions from the Bancorp Board and the Bank Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Bancorp and the Bank. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Bank Board (not to be unreasonably withheld) act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are from time to time delegated disclosed in writing to the Employee by the Bank Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of the Board of an enterprise comparable to the Company. (b) During purchase or own less than two percent (2%) of the Employment Termpublicly traded securities of any entity which has the potential to be a competitor of the Employer or an unlimited ownership interest in any entity which is not similar to and ​ does not have the potential to compete with the Employer; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the Employee shall devote a substantial majority of his timeactivities described in clauses (a) and (b), skillin each case and in the aggregate, and attention and his best efforts during normal business hours to the business and affairs of the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder; provided. For purposes of this Agreement, however, in no event shall such other activities by all references to either the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Bancorp Board or of the board of directors of any subsidiary of the Company. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term Bank Board shall be deemed to be services required by this Agreement and consideration for the compensation provided for hereininclude references to all committees of either such Board.

Position and Duties. (a) During the Employment TermPeriod of Employment, the Employee Executive shall serve as Chief Executive Officer and (to the extent elected or appointed as a director of the Company) Chairman of the Board and Chief Executive Officer of the Company, accountable only reporting to the Board of Directors of the Company (the "Board"). In such capacities, shall have supervision and control over and responsibility for the Employee shall perform the duties of Chief Executive Officer day-to-day business and Chairman affairs of the Board, as set forth in the Company's Bylaws, as they may be amended from time to time, and shall have such other duties, functions, responsibilities, powers and authority commensurate with such offices duties as are may from time to time delegated to the Employee be prescribed by the Board, provided that such dutiesduties are consistent with Executive's position or other positions that he may hold from time to time. Should, functionsduring the Period of Employment but after the effective date of the Merger, responsibilitiesExecutive not be nominated to serve (or, if nominated, not be elected to serve) as a member of the Board and authority are reasonable and customary for as a person serving as Chief Executive Officer and Chairman Director of the Board of an enterprise comparable Directors of Wyndham, a Delaware corporation, then Executive may, as provided in Subparagraph 7(f), terminate his employment hereunder, which termination shall be deemed to be for Good Reason, as defined in Subparagraph 7(f). Except as may be otherwise approved by the Company. (b) During the Employment TermBoard, the Employee Executive shall devote a substantial majority of substantially all his time, skill, full working time and attention and his best efforts during normal business hours to the business and affairs of the Company necessary to discharge faithfully Company. Notwithstanding the foregoing, Executive may serve on other boards of directors or engage in religious, charitable or other community activities as long as such services and efficiently the duties and responsibilities delegated and assigned activities are disclosed to the Employee herein or pursuant hereto, except for usual, ordinary, Board and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with Executive's performance of his duties to the EmployeeCompany as provided in this Agreement. Subject to the provisions of Paragraph 5 below and the approval of the Board, Executive may also engage in other business and receive compensation therefor, so long as such activities do not materially interfere with Executive's performance of his duties hereunder; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the Company. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Position and Duties. (a) During Except as otherwise provided in this Agreement, during the Employment TermTerm of this Agreement, the Employee Executive shall serve as Executive Vice President & Chief Executive Financial Officer and (to the extent elected or appointed as a director of the Company) Chairman of the Board of the Company, accountable only and shall report directly to the Board Chief Executive Officer. Executive’s principal work location shall be at the Company’s offices in Santa Clara, California or such other location as Executive and the Company shall mutually agree, (hereinafter the “Principal Place of Directors Business”), provided that Executive shall not be required to relocate his principal residence to the area of the Principal Place of Business within the first twelve (12) months following the Effective Date but upon his relocation, the Company will provide him with direct moving expenses for personal effects up to $50,000 in the aggregate, and until such time as he may relocate his principal residence, the Company will reimburse him for his reasonable commuting and other reasonable related costs from and back to his current principal residence, provided further that Executive may be required to travel as reasonably necessary in order to perform his duties and responsibilities hereunder. Executive shall carry out his duties and responsibilities at all times in compliance with the written policies and procedures of the Company and its affiliates (the "Board"). In such capacitiesParent, the Employee shall perform the duties of Chief Executive Officer Company and Chairman of the Board, as set forth in the Company's Bylaws, as they may be amended their respective affiliates from time to time, and shall have such other duties, functions, responsibilitiescollectively, and authority commensurate with such offices each individually a member of, the “Company Group”) that have been made available to Executive, as are in effect from time to time delegated to the Employee time. Executive shall also perform such other duties as reasonably requested by the Board, provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief Executive Officer and Chairman of the Board of Managers of Parent (the “Board”), including service as an enterprise comparable officer or director of any other member of the Company Group without additional compensation. During the Term of this Agreement, Executive shall use his best business efforts to serve the Company Group faithfully, diligently and competently and to the Company. (b) During the Employment Term, the Employee shall devote a substantial majority best of his time, skillability, and to devote his full time business hours, energy, ability, attention and his best efforts during normal business hours skill to the business and affairs of the Company necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his time and attention to such business interests provided such business interests do not materially interfere with the Employee's performance of his duties hereunderGroup; provided, however, in no event shall such other activities by the Employee be deemed to materially interfere with the Employee's duties hereunder until the Employee has been notified in writing thereof by the Board and been given a reasonable period in which to cure such interference. (c) During the Employment Term, the Employee shall serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the Company. (d) All services that the Employee may render foregoing is not intended to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement preclude Executive from noncompetitive activities that are conducted outside normal business hours and consideration for the compensation provided for hereinare permitted under Section 1.3 hereof.