Common use of Position and Duties Clause in Contracts

Position and Duties. (i) During the Employment Term, the Executive shall serve as the Chief Financial Officer of the Company, with such duties and responsibilities as are commensurate with such position and as may be specified from time to time by the Board of Directors of Parent (the “Board”), and shall report to the Chief Executive Officer of the Company. The Executive’s principal location of employment shall be at the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. (ii) During the Employment Term, the Executive shall devote substantially all of his business time and attention to the business and affairs of the Company and the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval of the Board, which approval shall not be unreasonably withheld, from serving as a director of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parent.

Position and Duties. (i) During the Employment Term, 2.1 Employer shall employ Employee as the Executive shall serve as Chairman of Employer, subject to the Chief Financial Officer terms, conditions and provisions of the Companythis Agreement. In such capacity, with such duties and responsibilities as are commensurate with such position and as may be specified from time Employee shall, prior to time by the an IPO, report exclusively to Employer’s Board of Directors of Parent (the “Board”) and, following an IPO, EGH’s Board of Directors (the “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 “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 Employer Group (clauses (i) and (ii), the “EC Authority”), subject to, (x) prior to an IPO, all rights of the Board as set forth in the LLC Agreement (including, without limitation, with respect to the Specified Board Matters (as defined in the LLC Agreement), and shall report (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 applicable. If the EGH Executive Committee is dissolved and no replacement committee exists as of the applicable time of determination, references herein to the Chief EGH Executive Officer of the Company. The Executive’s principal location of employment Committee shall be at deemed to be references to the Company’s offices EGH 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 Stamfordrespect of EGH, Connecticut; providedand, however, that all references to the Executive may Employer shall be required under reasonable business circumstances deemed to engage in business travel in connection with performing his duties under this Agreementinclude EGH. (ii) 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 Executive fullest extent of Employee’s ability. Employee shall devote substantially all of his Employee’s business time and attention to the business and affairs Employer Group during the term of the Company and the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilitiesthis Agreement; but notwithstanding the foregoing, except nothing in this Agreement shall preclude the Executive (i) Employee from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on as a member of the board of directors of any charitable, educational educational, religious or community organizationentertainment industry trade, public interest or public service organization (ii) from managing his personal passive investments, (iii) upon approval but not as a member of the Board, which approval shall board of directors of a “for-profit” entity not be unreasonably withheld, from serving as a director part of another company; and (iv) from engaging in activities the Employer Group unless approved by the Board. The Executive agrees 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 take personal advantage the activities of the aforementioned organizations, unless such activities interfere in any business opportunities relating material respect with the performance of Employee’s duties and responsibilities hereunder to general shipping which may arise during the Executive’s employment hereunder which could reasonably Employer Group. 2.3 Employee shall be expected entitled, but not obligated, to be business opportunities that serve on the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, Board (and any committee thereof) and the material facts attendant theretoEGH Board (and any committee thereof, including the EGH Executive Committee, to the Board for consideration extent permitted by the Company applicable law and the Parentlisting standards).

Position and Duties. (ia) During the Employment TermPeriod, the Executive shall serve as the Chief Financial Officer ____________of the Company___________________ Group of the Company or any successor to such Group, with such duties and responsibilities in each case as are commensurate with such position and as may be specified constituted from time to time by (the "Group"), and shall have the normal duties, responsibilities and authority of an executive serving in such position, subject to the power of the Board of Directors of Parent the Company (the “"Board”)") or the President of the Company to expand or limit such duties, responsibilities and authority, either generally or in specific instances. Executive shall have the title ____________________ of the Group, subject to the power of the Board to change such title from time to time. During the Employment Period, Executive shall also serve as a director of the Company for so long as the Board nominates him to that position and he is elected to it, as a ____________ of the Company for so long as the Board elects or appoints him to that position and as a director of any affiliate of the Company designated by the Board for so long as the Board causes him to be elected to such position. (b) Executive shall report to the Chief Executive Officer President of the Company. The Executive’s principal location of employment shall be at the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. (iic) During the Employment TermPeriod, the Executive shall devote substantially all of 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 past, participation in charitable and civic endeavors and management of Executive's personal investments and business interests) to the business and affairs of the Company Group and the Parent business and use his reasonable best efforts affairs of any other group of the Company, any division of the Company, or any subsidiary or affiliate of the 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 faithfully or related to that then engaged in by the Group. Executive shall perform his duties and responsibilities; but notwithstanding responsibilities to the foregoingbest of his abilities in a diligent, nothing in this Agreement trustworthy, businesslike and efficient manner. (d) Executive shall preclude the Executive (i) from engaging, consistent with perform his duties and responsibilities hereunderprincipally in the __________________ area, in charitable, educational and community affairs, including serving on the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval of the Board, which approval shall not be unreasonably withheld, from serving as a director required to travel outside that area any more extensively than he has done in the past in the ordinary course of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage business of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the ParentCompany.

Position and Duties. (i) During the Employment Term, Term the Executive shall be employed and shall serve as the President and Chief Financial Executive Officer of the Company, with Company and shall have complete responsibility for the day-to-day management and operations of the Company and such duties and responsibilities as are commensurate with specified for such position in the Company’s By-Laws and such other duties consistent with the position of chief executive officer of a publicly-held company as may be specified from time are reasonably assigned to time him by the Board of Directors of Parent the Company (the “Board”). The Executive shall report solely and directly to the Board and shall perform such other duties, services and responsibilities as may from time to time be requested by the Board. As of the Commencement Date and thereafter during the Employment Term, all other officers of the Company and any of its subsidiaries shall report to the Chief Executive Officer or to one of his designees, except that (i) the leader of the Company’s Internal Audit Department shall report directly to the Audit Committee of the Board, (ii) the Secretary of the Company shall, upon request of the Chairman of the Board, report directly to the Chairman, and (iii) any other Company officer required under applicable rules of the Securities and Exchange Commission or the New York Stock Exchange to report to another person or body shall report to such person or body. The Executive’s principal location Executive shall devote his full business time, attention and skill to the performance of employment his duties, services and responsibilities hereunder, and shall be at use his best efforts to promote the interests of the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. (iia) During the Employment Term, the Executive shall devote substantially all of his business time and attention to the business and affairs of the Company and the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving serve on the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon not more than two corporations with the prior written approval of the BoardCorporate Governance Committee of the Board (the “Governance Committee”), it being understood that such approval shall be at the Governance Committee’s sole discretion, (b) serve on civic or charitable boards or committees, with the prior written approval of the Governance Committee, which approval shall not be unreasonably withheld, from serving (c) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (d) manage his and his family’s private investments, so long as such activities do not, individually or in the aggregate, materially interfere with the performance of Executive’s duties hereunder. During the Employment Term, the Company shall (i) use its reasonable best efforts to cause the Executive to serve as a director member of another company; the Board, and (ivii) from engaging in activities approved by appoint the Executive to serve as a member of the boards of directors of the Company’s subsidiaries on which the Executive desires to serve (each a “Subsidiary Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parent”).

Position and Duties. (i) During the Employment Term, the Executive shall serve as the Chairman and Chief Financial Executive Officer of the CompanyParent and the Chairman of the Bank, shall at all times report solely to the Board of Directors of the Parent (the “Board”) and the Board of Directors of the Bank (as applicable), and shall undertake such duties, consistent with such duties titles and responsibilities as are commensurate with such position and positions, as may be specified assigned to him from time to time by the Board, including 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, keeping the Board informed of Directors 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 “BoardCompensation 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 shall report it is the Executive's responsibility to meet or exceed these goals as reasonably determined by the Chief Board and/or Compensation Committee. The Executive Officer will be based at the Bank's facility currently located in Palm Beach Gardens, Florida, subject to customary travel and business requirements, including the potential need to spend several days per week at one of the CompanyBank’s other facilities. The Executive’s principal location of employment shall be at the Company’s offices in Stamford, Connecticut; provided, however, that While the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties is employed under this Agreement. (ii) During , the Employment Board shall nominate the Executive as a member of the Board 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 substantially all of his full business time time, energy, skill and attention best efforts to the business and affairs of the Company and promote the Parent and use his reasonable best efforts the Bank and their business and affairs; provided that, subject to faithfully perform Sections 10, 12 and 13 of this Agreement, the Executive shall have the right to serve on boards of directors (or equivalent bodies) of 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 his duties and responsibilities; but notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval of the Board, which approval shall not be unreasonably withheld, from serving as a director of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not obligations to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunitiesand/or the Bank and/or their subsidiaries (collectively, and the material facts attendant thereto, to the Board for consideration by the Company and the Parent“Bank Group”).

Position and Duties. a) The Employer hereby employs the Executive to serve as the President, Secretary and Chief Executive Officer (“CEO”) of the Employer. b) As President and CEO of the Employer, the Executive shall: (i) During the Employment Term, the Executive shall serve as the Chief Financial Officer of the Company, with such duties and responsibilities as are commensurate with such position and as may be specified from time report to time by the Board of Directors of Parent (the “Board”), ; and shall report to the Chief Executive Officer of the Company. The Executive’s principal location of employment shall be at the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. (ii) During be responsible for the Employment Termoperation, financial and managerial affairs of the 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, authorities, and responsibilities as may reasonably be assigned to the Executive by the Board. c) As Secretary of the Employer, 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, 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 Executive by the Board. d) Executive shall make reasonable best efforts to devote substantially all of his business time time, attention, skills, and attention to the business and affairs of the Company and the Parent and use his reasonable best bests efforts to faithfully perform his duties and responsibilities; but notwithstanding position on a full-time basis. Notwithstanding the foregoing, nothing Executive shall be permitted to own equity interests in this Agreement other privately held companies that do not compete with the Employer and privately held competitors provided Executive does not own more than ten (10%) percent in the aggregate of the voting capital stock of any such competing company on an as-if converted basis and so long as Executive has no active participation in the business of any such competing company, and Executive shall preclude 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. e) Subject to prior approval by the Company, the Executive (i) from engagingmay serve on the board of directors for up to two (2) other private or public companies; and (ii) subject to notice, consistent with his duties and responsibilities hereunderbut not prior approval, in charitablemay serve on the board of directors for up to two (2) charitable organizations as recognized under Section 503(c) of the Internal Revenue Code (“IRC”). Notwithstanding, educational and community affairsthe foregoing, including serving the Executive presently serves on the board of directors of any charitableBeat Dyslexia Strong, educational Inc. d/b/a the BDS Foundation. f) The Executive will be required to comply with all Employer policies as may exist and be in effect from time to time. g) The Executive represents and warrants to the Employer that he is under no obligation or community organizationcommitments, (ii) from managing whether contractual or otherwise, that are inconsistent with his personal passive investments, (iii) upon approval of the Board, which approval shall not be unreasonably withheld, from serving as a director of another company; and (iv) from engaging in activities approved by the Boardobligations under this Agreement. The Executive agrees represents and warrants that he will not to take personal advantage 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 other person has any right, title or interest and that his employment by the Employer as contemplated by this Agreement will not infringe or violate the rights of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parentother person.

Position and Duties. (ia) 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 election and reelection of Executive shall as a member of the Board. In addition, without further compensation, Executive will serve as the Chief Financial Officer a director and/or officer of one or more of the Company’s subsidiaries or affiliates if so elected or appointed 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 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 lawful duties and responsibilities as are commensurate with such position and as that may be specified reasonably assigned to him from time to time by the Board of Directors of Parent (the “Board”), and shall report to the Chief Executive Officer of the Company. The provided those duties are consistent with Executive’s principal location of employment shall be at the Company’s offices in Stamford, Connecticut; provided, however, that the position and authority. Executive may be required under reasonable business circumstances to engage in business travel in connection with performing will devote his duties under this Agreement. (ii) During the Employment Term, the Executive shall devote best efforts and substantially all of his business time to the performance of his duties under this Agreement and attention to the advancement of the business and affairs of the Company and will be subject to, and will comply in all material respects with, the Parent and use his reasonable best efforts policies of the Company applicable to faithfully perform his duties and responsibilities; but notwithstanding him. Notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive will be entitled to (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on serve as a member of the board of directors of any charitableup to two other public companies, educational or community organization, (ii) from managing his personal passive investments, (iii) upon subject to the advance approval of the Board, which approval shall will not be unreasonably withheld, from serving as a director of another company; (ii) serve on professional, civic, charitable, educational, religious, public interest, public service or medical advisory boards, and (iviii) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the manage Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunitiespersonal and family investments, and the material facts attendant theretoin each case, to the Board for consideration extent such activities do not materially interfere, as determined by the Company Board in good faith, with the performance of Executive’s duties and the Parentresponsibilities hereunder.

Position and Duties. (ia) During the Employment Term (as defined in Section 2 hereof), the Employee shall serve as the Executive Chairman 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 Board of Directors of the Company (the “Board”) shall designate from time to time that are not inconsistent with the Employee’s position as the Executive Chairman of the Company. The Employee shall report to the Board. (b) During the Employment Term, the Executive shall serve as the Chief Financial Officer of the Company, with such duties and responsibilities as are commensurate with such position and as may be specified from time to time by the Board of Directors of Parent (the “Board”), and shall report to the Chief Executive Officer of the Company. The Executive’s principal location of employment shall be at the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. (ii) During the Employment Term, the Executive Employee shall devote substantially all of his the Employee’s business time time, energy and attention to the business and affairs of the Company skill and the Parent and use his reasonable Employee’s best efforts to faithfully perform his the performance of the Employee’s duties and responsibilitieswith the Company; but notwithstanding provided, that the foregoing, nothing in this Agreement foregoing shall preclude not prevent the Executive Employee from (i) from engagingserving Hayground Cove Asset Management LLC, consistent with his duties and responsibilities hereunderHayground Cove Capital Partners or their respective affiliates (collectively, “Hayground”), so long as such service does not, in charitableany material way, educational and community affairs, including serving on limit the board operations of directors of any charitable, educational or community organizationthe Company, (ii) from managing his personal passive investmentsserving 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) upon approval of the Boardparticipating in charitable, which approval shall not be unreasonably withheldcivic, from educational, professional, community or industry affairs or serving as a director of another company; on advisory boards and committees, and (iv) managing the Employee’s passive personal investments; provided further, that without derogating from engaging the foregoing, in activities approved by no event shall the Board. The Executive agrees not Employee be obligated to take personal advantage devote any specific portion of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, his time to the Board for consideration by the Company and the ParentCompany’s affairs.

Position and Duties. (ia) During the Employment Term, the Executive shall serve as the Chief Financial Officer of The Employee will be employed by the Company, with such duties on a fulltime basis, as its President and Chief Executive Officer. In this capacity, the Employee shall have the duties, authorities and responsibilities as are commensurate with such position and as may be specified from time to time implied by the Board Employee’s position, and such other duties, authorities and responsibilities as the board of Directors directors of the Company and/or Parent (the “Board”), and ) shall report reasonably assign from time to the Chief Executive Officer time. The Employee shall also be appointed to serve as a member of the Companyboard of directors of Parent, effective no later than the Effective Date. The ExecutiveEmployee’s principal location place of employment shall be at the Company’s corporate offices in Stamfordthe greater Boston, Connecticut; providedMassachusetts area, however, but Employee understands and agrees that the Executive may he will be required under reasonable to travel from time to time for business circumstances to engage in business travel in connection with performing his duties under this Agreementpurposes. (iib) 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 Executive shall Employee will devote substantially all of his Employee’s business time and attention efforts to the advancement of the business and affairs interests of the Company and its Affiliates and to the Parent and use his reasonable best efforts to faithfully perform his discharge of Employee’s duties and responsibilities; but notwithstanding responsibilities for them. Notwithstanding the foregoingabove, nothing the Employee shall be permitted, to the extent such activities do not in this Agreement shall preclude the Executive aggregate materially interfere with the performance by the Employee of Employee’s duties and responsibilities hereunder to: (i) from engagingmanage Employee’s personal, consistent with his duties financial and responsibilities hereunder, in charitable, educational legal affairs; and community affairs, including serving on the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investmentsserve on civic, educational, philanthropic or charitable boards or committees; and (iii) upon 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 cause a conflict of interest with Employee’s duties at the Company (it being agreed that Employee shall not serve on more than one company board, in addition to the Board, which approval shall not be unreasonably withheld, from serving as a director of another company; and (iv) from engaging in activities unless otherwise approved by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parent).

Position and Duties. (ia) During the Employment Term, Initial Period the Executive shall serve as the Chief Financial Executive Officer of the Company and during the Subsequent Period the Executive shall serve as both the Chief Executive Officer of the Company and as the Chairman of the Company, 's Board of Directors; in each case with such duties and responsibilities as are commensurate with customarily assigned to such position positions, and such other duties and responsibilities not inconsistent therewith as may be specified from time to time be assigned to him by the Board of Directors of Parent the Company (the “"Board”"), and which duties and responsibilities shall be consistent with those exercised for such position by the Current Chairman. Without 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 Company shall cause the 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 or Chairman of the Company. The Board, (ii) prior to the effective date of his election as Chairman of the Board, the reversal of such election, or (iii) any change in Executives duties and responsibilities hereunder not concurred in by the Executive shall require the affirmative vote of at least 75% of the members of the Board (excluding the Executive’s principal location of employment shall be at the Company’s offices in Stamford, Connecticut); provided, however, that if, at any time prior to such secondary anniversary, the Executive may be persons (other than the Executive) designated by Honeywell pursuant to Section 2.2(a) of 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 vote of the Board otherwise required under reasonable business circumstances to engage in business travel in connection with performing his duties under therefor by this AgreementSection 2(a), the affirmative vote of at least one Merger Agreement Designee. (iib) During the Employment Term, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive shall devote substantially all of his full attention and time during normal business time and attention hours to the business and affairs of the Company and and, to the Parent and extent necessary to discharge the responsibilities assigned to the Executive under this Agreement, use his the Executive's reasonable best efforts to carry out such responsibilities faithfully perform his duties and responsibilities; but notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval of the Board, which approval efficiently. It shall not be unreasonably withheldconsidered a violation of the foregoing for the Executive to manage his personal investments or serve on corporate, from serving industry, civic or charitable boards or committees, so long as a director such activities do not significantly interfere with the performance of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that 's responsibilities as an executive officer of the Company or in accordance with this Agreement. (c) During the Parent might pursue. The Term, the Executive further agrees to disclose all such opportunitiesshall be based at the Company's principal headquarters in Morristown, and New Jersey, except for travel reasonably required for the material facts attendant thereto, to performance of the Board for consideration by the Company and the ParentExecutive's duties hereunder.

Position and Duties. (ia) During Effective as of the Employment TermEffective Date, the Executive shall serve will continue to be employed by the Company, on a full-time basis, as the Chief Financial Executive Officer of the Company, with such Company Group (defined below). (b) The Executive agrees to perform the duties and responsibilities as are commensurate with such of his position and such other duties as may reasonably be specified assigned to the Executive from time to time by the Board Board. The Executive also agrees that, while employed by the Company, he will devote his full business time and his best efforts, business judgment, skill and knowledge exclusively to the advancement of Directors the business interests of Parent the Company and its Affiliates and to the discharge of his duties and responsibilities for them. The Executive and 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 “Board”)Executive may perform the duties required of him under this Agreement remotely, and shall report to (ii) the Chief Executive Officer of the Company. The Executive’s principal location of employment shall be present at the Company’s offices in Stamfordbusiness 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, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to (x) serve on any industry, trade, civic, community or charitable boards or committees as approved by the Board, and/or engage in business travel in connection with performing his duties under this Agreement. (ii) During the Employment Term, the Executive shall devote substantially all of his business time and attention to the business and affairs of the Company and the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational charitable activities and community affairsaffairs personally or as a director or trustee of any family trusts or foundations without the need for any Board approval, including serving (y) serve on the board of directors (or equivalent) of any charitable, educational or community organizationPerson disclosed to the Board, (iiz) from managing his personal passive investments, (iii) upon approval subject to the prior written consent of the Board, which approval shall not be unreasonably withheldserve as an owner, from serving as a director partner, investor, consultant, agent, manager, director, employee, co-venturer or otherwise for any Person or otherwise engage in or possess an interest in another business venture (connected or unconnected with the Company Group) of another companyany kind and description, independently or with others; provided that the services set forth in each of the preceding clauses (x), (y), and (ivz) from engaging do not, individually or in activities approved by the Board. aggregate, (1) interfere with the performance of the Executive’s duties and responsibilities under this Agreement, (2) conflict with the business interests of the Company or its Affiliates, (3) violate any of the Executive’s obligations under Section 3 of this Agreement, and/or (4) otherwise involve business or fiduciary conflicts. (c) The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunitiesthat, and the material facts attendant thereto, to the Board for consideration while employed by the Company, he will comply with all Company policies, practices and the Parentprocedures and all codes of ethics or business conduct applicable to his position, as in effect from time to time.

Position and Duties. (ia) During the Employment Term, the Executive shall serve as the Chief Financial Officer Senior Executive Vice President of the Company; shall have the authorities, with such duties and responsibilities for overseeing (i) the following business and corporate functions: Programming, Policy (in partnership with Government Affairs), Spectrum Networks (including the RSNs and the local news and sports networks), Human Resources (including Diversity and Labor Relations), Communications and Security; and (ii) the legal group (x) supporting the Programming, Policy, Spectrum Networks, Product and Labor Relations functions as well as (y) handling regulatory compliance; shall be assigned no duties or responsibilities that are commensurate materially inconsistent with, or that materially impair his ability to discharge, the foregoing duties and responsibilities; shall have such additional duties and responsibilities (including service with such position and affiliates of the Company) reasonably consistent with the foregoing, as may be specified from time to time reasonably be assigned to him by the Board of Directors of Parent (the “Board”), and shall report to the Chief Executive Officer of the Company. The Executive’s principal location of employment shall be at the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this AgreementOfficer. (iib) During the Employment Term, the Executive shall devote substantially all of his business time and attention efforts to the business and affairs of the Company and the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding the foregoingCompany. However, nothing in this Agreement shall preclude the Executive from: (i) from engagingserving on the boards of a reasonable number of business entities, consistent 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 his personal investments and affairs; provided that such activities do not, either individually or in the aggregate, interfere with the proper performance of his duties and responsibilities hereunder, in charitable, educational ; create a conflict of interest; or violate any provision of this Agreement; and community affairs, including serving provided further that service on the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval of the Board, which approval shall not business entity must be unreasonably withheld, from serving as a director of another company; and (iv) from engaging approved in activities approved advance by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parent.

Position and Duties. (i) During the Employment Term, the Executive The Employee shall serve as the Chief Executive Officer and Chief Financial Officer Officer, to perform the usual duties of said offices, and shall have responsibility, subject to direction of the Board of Directors, for participating in the management and direction of the Company's business and operations, and shall perform such specific other tasks consistent with such position as may from time to time be assigned to him by the Board of Directors. The Employee shall devote his business time to the 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 commensurate consistent with such the position of Chief Executive Officer, and as may be specified from time to time by the direction of the Board of Directors of Parent (Directors. In his capacity as Chief Executive Officer, the “Board”)Employee shall endeavor to, and shall report 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 Chief Executive Officer 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. The Executive’s principal location of employment shall be at the Company’s offices in Stamford, Connecticut's business; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. (ii) During the Employment Term, the Executive shall devote substantially all of his business time and attention to the business and affairs of the Company and the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval of the Board, which approval Employee shall not be unreasonably withheld, from serving as a director of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not required directly or indirectly to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parentrelocate without his consent.

Position and Duties. (i) During 2.1 Commencing on 1 February 2014 the Employment Term, the Executive Company shall serve employ Employee as the Chief Financial Operating Officer of the Company, with such duties and responsibilities as are commensurate with such position and as may be specified from time to time by the Board of Directors of Parent (the “Board”), and shall report to the Chief Executive Officer of the Company. The Executive’s principal location of employment shall be at the Company’s offices in Stamford, Connecticutits AquaBounty Farms Division; provided, however, that Employee may have such other titles in addition to or in lieu thereof as the Executive may Company determines in its sole discretion. Employee shall report to the CEO of the Company. Employee shall have such responsibilities as may, from time to time, be required under reasonable business circumstances duly authorized or directed by the CEO. A basic description of duties and responsibilities is included in Appendix A. During his employment, Employee shall perform faithfully and loyally and to engage the best of his abilities the duties assigned to him hereunder. Employee shall act at all times in business travel in connection with performing his duties under this Agreement. (ii) During the Employment Term, best interests of the Executive Company. Employee shall devote substantially all of his full business time time, attention and attention effort to the business and affairs of the Company and shall not, at any time during his employment, be engaged in any other business activity whether or not such business activity is pursued for gain, profit or other pecuniary advantage, without the Parent and use his reasonable best efforts prior written consent of the Company. The foregoing is not intended to faithfully perform his duties and responsibilities; but notwithstanding restrict Employee’s ability to engage in charitable, civic or community activities to the foregoing, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent extent that such activities do not materially interfere with his duties hereunder and responsibilities hereunder, are notified in charitable, educational writing to the Company. 2.2 Employee shall immediately upon the Company’s request supply any and community affairs, including serving on the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval of the Board, all information which approval shall not be unreasonably withheld, from serving as a director of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or any Group Company may reasonably require in order to be able to comply with any statutory or regulatory provision or stock exchange rule or requirement, including for the Parent might pursue. The Executive further agrees to disclose all such opportunities, and avoidance of doubt the material facts attendant thereto, to Rules for AIM Companies published by the Board for consideration London Stock Exchange. 2.3 Employee shall comply with the provisions of the code of dealing adopted by the Company in accordance with the requirements of the London Stock Exchange or, in the absence of the adoption of such a code, with the provisions of the Model Code set out in the Listing Rules published by the UK Listing Authority and Employee shall not (subject always to his fiduciary duties as an officer of the ParentCompany) do or omit to do anything which could result in the Company being in breach of the Rules for AIM Companies published by the London Stock Exchange.

Position and Duties. (ia) During the Employment TermPeriod, the Executive shall serve as be the Chairman and Chief Financial Executive Officer of the Company, with such duties and responsibilities as are commensurate with such position and as may be specified from time assigned to time him by the Board of Directors of Parent the Company (the “Board”), ) consistent with his position as Chairman and shall report to the Chief Executive Officer of the Company. The Executive’s principal location Notwithstanding the foregoing, if, during the Employment Period, a majority of employment 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, this Agreement shall be at remain in full force and effect (with such modifications, including appropriate modifications to Section 2(b) and (c) and Section 3 as are mutually agreed upon) and such change in officer position shall not constitute a termination under Section 4 hereof. (b) During the Company’s offices in StamfordEmployment Period, Connecticutthe Executive shall devote substantially all of his skill, knowledge and working time to the business and affairs of the Company and its subsidiaries; provided, however, that the Executive may be required under reasonable business circumstances continue to engage serve in business travel his current positions as trustee and/or chairman of certain of the Janus Funds. The Executive shall perform his services primarily at the Company’s headquarters in connection with performing Denver, Colorado. The Executive shall use his duties best efforts to carry out his responsibilities under this AgreementAgreement faithfully and efficiently. (iic) During the Employment TermIn his position as Chairman and Chief Executive Officer, the Executive shall devote substantially all of his business time and attention shall, subject to the business oversight of the Board and affairs the “Authorization Limits” established from time to time by the Board, have full authority and responsibility to manage the operation of the Company’s restaurants and franchise system, including the hiring and discharge of employees of the Company and its subsidiaries, closing, selling, developing and opening restaurants as contemplated by the Parent annual budget approved by the Board (the “Annual Plan”), establishing and use his reasonable best efforts to faithfully perform his duties administering the Company’s marketing plan, making improvements in and responsibilities; but notwithstanding refurbishing the foregoing, nothing in this Agreement shall preclude the Executive (i) from engaging, Company’s restaurants consistent with his duties the capital expenditure budget in the Annual Plan, administering and responsibilities hereundermanaging the day-to-day operation of the restaurants, in charitable, educational granting new franchises and community affairs, including serving on administering and managing the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon franchise operations consistent with the Annual Plan; provided that without the approval of the Board, which approval the Executive shall not be unreasonably withheld, from serving as a director of another company; and (iv) from engaging in activities approved take any major action not contemplated by or consistent with the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, Annual Plan and the material facts attendant thereto, to the Board for consideration by the Company and the ParentAuthority Limits.

Position and Duties. (i) During the Employment Term, the Executive shall serve as the President and Chief Financial Executive Officer of the Company, Company with such responsibilities, duties and responsibilities as are commensurate authority normally associated with such position and as may be specified from time to time be reasonably assigned to Executive by the Board of Directors of Parent the Company (the “Board”), and . Executive shall report directly to the Chief Executive Officer of the CompanyBoard. The Executive’s principal location of employment shall be at At the Company’s offices request, Executive shall serve the Company and/or its subsidiaries in Stamfordsuch other capacities in addition to the foregoing as the Company shall designate, Connecticut; providedprovided 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, howeverExecutive’s compensation shall not be increased on account of such additional service (unless otherwise determined by the Board). Executive will use Executive’s best efforts to promote the interests, that prospects and condition (financial and otherwise) and welfare of the Executive may be required under reasonable business circumstances Company and shall perform Executive’s fiduciary duties and responsibilities to engage in business travel in connection with performing his duties under this Agreement. (ii) During the Employment Term, Company to the best of Executive’s ability . Executive shall devote substantially all of his Executive’s business time time, attention and attention energies to the business and affairs interests of the Company and Company, its parent or subsidiary entities while employed by the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding the foregoingCompany, nothing except as provided for herein or otherwise specifically approved in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval of writing by the Board, which approval shall not be unreasonably withheld; provided that, from serving as it shall not be a director violation of another company; this Agreement for Executive to (i) manage Executive’s personal, financial and legal affairs, and (ivii) 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 on Exhibit A, as may be amended from engaging time to time, in each case, subject to compliance with this Agreement and provided that such activities approved by the Board. The Executive agrees do not to take personal advantage of any business opportunities relating to general shipping which may arise during the materially interfere with Executive’s employment performance of Executive’s duties and responsibilities hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parentviolate Articles IV or V of this Agreement.

Position and Duties. (ia) During the Employment Term (as defined in Section 2 hereof), the Employee shall serve as the Executive Chairman of the Board, President and Chief Executive Officer of the Company. 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 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 bylaws of the Company and the amended and restated agreement of limited partnership of the Operating Partnership as it may be further amended from time to time, including, but not limited to, managing the affairs of the Company. The Employee shall report directly to the Board. (b) During the Employment Term, the Executive Employee shall serve as devote substantially all of the Chief Financial Officer Employee’s business time, energy, 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 (iii) managing the Employee’s personal investments and/or personal business as necessary, so long as such activities in the aggregate do not interfere or conflict with the Employee’s duties hereunder or create a potential business or fiduciary conflict. (c) The Board shall take such duties and responsibilities as are commensurate with such position and action as may be specified from time necessary to time by appoint or elect the Employee as a member of the Board of Directors of Parent (the “Board”), and shall report to the Chief Executive Officer as of the CompanyEffective Date (as defined in Section 2 hereof). The Executive’s principal location of employment shall be at the Company’s offices in StamfordThereafter, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. (ii) During during the Employment Term, the Executive Board shall devote substantially all nominate the Employee for re-election as a member of his business time the Board at the expiration of the then current term, provided that the foregoing shall not be required if any of the events constituting Cause (as defined herein) have occurred and attention have not been cured or to the business extent prohibited by legal or regulatory requirements. If the Employee is so nominated and affairs of elected to the Company and Board, the Parent and use his reasonable best efforts Employee hereby agrees to faithfully perform his duties and responsibilities; but notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval serve as a member of the Board, which approval shall not be unreasonably withheld, from serving as a director of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parent.

Position and Duties. (i) During the Employment TermPeriod, the Executive shall shall, subject to Section 2(a)(ii), serve as the Chief Financial Officer Executive Chairman of the Company, Company with such the customary and usual duties and responsibilities as are commensurate with attendant to a position of such position nature in a company that also has a Chief Executive Officer and as Chief Operating Officer and in which the Executive Chairman is not a full-time employee, and any other duties that may reasonably be specified from time to time assigned by the Company’s Board of Directors of Parent (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 Chief Executive Officer of the Company. The Executive’s principal location of employment shall be at the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this AgreementBoard. (ii) During the Employment TermPeriod, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive shall agrees to devote substantially all 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 time, attention, and attention energies to the business and affairs performance of the Company and the Parent and use his reasonable best efforts to faithfully perform his duties under his employment agreement with NorthStar Realty Finance Corp. (together with its subsidiaries, as the context may require, “NorthStar”) and responsibilities; but notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval of the Board, which approval shall not be unreasonably withheld, from serving as a director of another companyNorthStar, and agrees that Executive’s doing so shall not constitute “Cause” or 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 (ivii) from engaging in activities approved the Company agrees that the Executive shall be 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. The Board to nominate the Executive agrees not to take personal advantage for election as a director of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected Company in accordance with clause (ii) above, failure to be business opportunities that elected to the Board, failure to be elected Chairman of the Board or failure to be appointed to serve as Chairman of the Investment Committee of the Company or shall constitute Good Reason for the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parentterminate his employment in accordance with Section 3(c) of this Agreement.

Position and Duties. (ia) During the Employment TermTerm (as defined in Section 2 hereof), the Executive Employee shall serve as the President and Chief Financial Operating Officer of the Company 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”) of 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. As the President and Chief Operating Officer of the Company, with such duties the Employee shall report to (1) the Chairman, (2) if, as and responsibilities as are commensurate with such position and as may be specified from time to time when requested by the Board Chairman, the Chief Executive Officer of Directors of Parent (the “Board”)Company, and (3) the board of directors of any subsidiary he may serve hereunder. As the President and Chief Executive Officer of the Business, the Employee shall report to the Chief Executive Officer of the Company. The Executive’s principal location of employment shall be at the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this AgreementBusiness. (iib) During the Employment Term, the Executive Employee shall devote substantially all of his the Employee’s business time time, energy and attention to the business and affairs of the Company skill and the Parent and use his reasonable Employee’s best efforts to faithfully perform his the performance of the Employee’s duties and responsibilitieswith the Company; but notwithstanding provided, that the foregoing, nothing in this Agreement foregoing shall preclude not prevent the Executive Employee from (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board boards of directors of any charitablenon-profit organizations and, educational or community organizationwith the prior written approval of the Board in each instance, other for-profit companies, (ii) from managing his personal passive investmentsparticipating in charitable, civic, educational, professional, community or industry affairs, and (iii) upon approval managing the 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 foregoing shall not prevent the Employee 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 activities pose or will pose a conflict of interest, or that the time commitments required interfere with the performance of the Employee’s duties hereunder, even if previously approved, the Employee shall, at the request of the Board, which approval cease such activities at the earliest available opportunity. (c) The Employee shall not be unreasonably withheld, from serving serve hereunder as a an officer or director of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage any subsidiary or division of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or that includes any portion of the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration Business as requested by the Company and from time to time without any additional compensation therefor. The Company may, without limiting its liability hereunder, cause any subsidiary to assume the ParentCompany’s obligations hereunder.

Position and Duties. (i) During 4.1 The Executive is employed by the Employment Term, Employer in the Position. 4.2 The Executive shall serve will perform duties and have responsibilities consistent with the Position and as designated or assigned by the Chief Financial Officer of the Company, with such Employer from time to time. The Executive’s initial duties and responsibilities as are commensurate with such position and as may be specified from time to time by the Board of Directors of Parent (the “Board”), and shall set out in Schedule 2. 4.3 The Executive must report to the Chief Executive Officer Officer, or other position as may be nominated by the Employer from time to time. 4.4 In the performance of the Company. 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 principal location best endeavours to protect and promote the reputation and business interests of employment shall be 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 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 Companylevels of authority delegated by the Board; and (13) provide the Chief Executive Officer, Board and Executive Chairman with information and reports: (a) about the affairs of the Employer, as the Board may request from time to time; and (b) generally, so as to keep the Board fully informed of all material developments in or relevant to the Employer’s offices in Stamfordaffairs, Connecticut; provided, however, within the scope of the Duties. 4.5 The Parties agree that the Executive Executive’s Position, Duties, role and levels of responsibility may be required under reasonable business circumstances varied from time to engage time. Irrespective of any such variations, the remaining terms and conditions of this Agreement will continue to apply, unless otherwise agreed in business travel 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 performing his duties under this Agreementany matter or business transacted by or on behalf of the Employer or any Group Company. (ii) During the Employment Term, the Executive shall devote substantially all of his business time and attention to the business and affairs of the Company and the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding the foregoing, nothing 4.7 Nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval of the Board, which approval shall not be unreasonably withheld, from serving as a director of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during clause 4 limits the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company duties of good faith or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, fidelity to the Board for consideration by the Company and the ParentEmployer.

Position and Duties. During the Employment Period, Executive ------------------- will (i) During serve on the Employment Termboard of directors (or equivalent supervising body) of Holdings LLC (the "Board"), the Executive shall (ii) exclusively serve as the Chief Financial Executive ----- Officer of Holdings LLC and the CompanyCompany and (iii) render such managerial, with analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such duties and responsibilities entities, the "Muzak Entities") as are commensurate with such position and as may be specified from time to time 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 of Directors of Parent which are consistent with the duties outlined above in (the “Board”a) through (e), and shall report subject to the Chief Executive Officer authority of the CompanyBoard and to the proviso set forth in the following sentence. The Executive’s principal location of employment shall be at Executive will devote the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. (ii) During the Employment Term, the Executive shall devote substantially all of his business appropriate time and attention (except for permitted vacation periods, community service and 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 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 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 Parent and use his reasonable best efforts "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 faithfully the Board. Executive will perform his duties and responsibilities; but notwithstanding the foregoingresponsibilities in a diligent, nothing in this Agreement shall preclude the Executive (i) from engagingtrustworthy, consistent with his duties businesslike and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval of the Board, which approval shall not be unreasonably withheld, from serving as a director of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parentefficient manner.

Position and Duties. (ia) During the Employment TermPeriod, the Executive shall serve as the Chief Financial Officer President of D.M. ▇▇▇., and shall have the Companynormal duties, with responsibilities and authority of an executive serving in such duties and responsibilities as are commensurate with such position and as may be specified from time to time by position, under the direction of the Board of Directors of Parent the Company (the “Board”"BOARD"), the Chief Executive Officer and the Chief Operating Officer of the Company and the Board of Directors of D.M. ▇▇▇. (b) Until the Company's 2000 annual meeting of stockholders, Executive shall serve as a director of the Company. (c) Executive shall report to the Chief Executive Operating Officer of the Company. The Executive’s principal location of employment shall be at the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. (iid) During the Employment TermPeriod, the Executive shall devote substantially all 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 business time and attention to the business and affairs of the Company and the Parent its other subsidiaries and use his reasonable best efforts to faithfully affiliates. Executive shall perform his duties and responsibilities; but notwithstanding responsibilities to the foregoingbest of his abilities in a diligent, nothing in this Agreement trustworthy, businesslike and efficient manner. (e) Executive shall preclude the Executive (i) from engagingbe based at a location in, consistent with and shall perform his duties and responsibilities hereunderprincipally in, in charitablethe Chicago metropolitan area, educational and community affairs, including serving on the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval of the Board, which approval shall not be unreasonably withheld, from serving as required to travel outside that area significantly more extensively than he has done in the past in the ordinary course of the business of D.M. ▇▇▇.'s predecessor. (f) Nothing contained in this Paragraph 2 shall constitute a director of another company; and (iv) from engaging in activities approved waiver by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that either the Company or Executive of any of the Parent might pursue. The Executive further agrees to disclose all such opportunities, and provisions of Section 2.4 (g)(iv) of the material facts attendant thereto, to the Board for consideration by the Company and the ParentCombination Agreement.

Position and Duties. (ia) During the Employment TermTerm (as defined in Section 2 hereof), the Executive Employee shall serve as the Chief Financial Executive Officer of the CompanyCompany and as a member of Board. In this capacity, with such duties the Employee shall have the duties, authorities and responsibilities as are commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such position other duties, authorities and responsibilities as may reasonably be specified from time assigned to time the Employee by the Board of Directors of Parent (that are not inconsistent with the “Board”), and shall report to the Employee’s position as Chief Executive Officer of the Company. The ExecutiveEmployee’s principal location place of employment with the Company shall be at the Company’s offices in StamfordAustin, Connecticut; providedTexas, however, provided that the Executive Employee understands and agrees that the Employee may be required under reasonable to travel from time to time for business circumstances purposes. The Company understands that the Employee will reside in Houston, Texas and commute to engage in business travel in connection with performing his duties under this AgreementAustin, Texas as appropriate. The Employee shall report directly to the Board. (iib) During the Employment Term, the Executive Employee shall devote substantially all of his the Employee’s business time time, energy, business judgment, knowledge and attention to the business and affairs of the Company skill and the Parent and use his reasonable Employee’s best efforts to faithfully perform his the performance of the Employee’s duties and responsibilities; but notwithstanding with the foregoingCompany, nothing in this Agreement provided that the foregoing shall preclude not prevent the Executive Employee from (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board boards of directors of any charitable, educational or community organizationnon-profit organizations, (ii) from managing his personal passive investmentsparticipating in charitable, civic, educational, professional, community or industry affairs, and (iii) upon approval managing the Employee’s passive personal investments so long as such activities in the aggregate do not materially interfere or conflict with the Employee’s duties hereunder or create a potential business or fiduciary conflict. (c) During the balance of the BoardEmployment Term, which approval 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 unreasonably withheld, from serving as a director of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, required to the Board for consideration extent prohibited by the Company and the Parentlegal or regulatory requirements.

Position and Duties. (ia) During the Employment Term, the The Executive shall serve as the Chief Financial Officer Executive Chairman of the Company, with such duties and responsibilities shall report to the Board. During the Term (as are commensurate with such position and defined below), the Executive may serve as a director or officer of any of the Company’s Affiliates as may be specified designated from time to time by the Board Board. The Executive shall be responsible for the general oversight and supervision of Directors the business and affairs of Parent (the “Board”)Company, and shall perform such other lawful duties that may be reasonably assigned to him from time to time by the Board. For the avoidance of doubt, no officers or employees of the Company or its subsidiaries shall report to the Chief Executive Officer of unless the CompanyBoard determines otherwise. The Executive’s principal location of employment shall be at the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. (ii) During the Employment Term, the Executive shall devote his best efforts and substantially all of his business time to the performance of his duties under this Agreement and attention to the advancement of the business and affairs of the Company Company, and shall not act in any capacity that is in conflict with the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his Executive’s duties and responsibilities hereunder. The Executive shall be subject to, and shall comply in charitableall material respects with, educational the policies of the Company applicable to him. (b) The Executive shall not become engaged in or render services for any Person other than the Company and community affairsits Affiliates, including except to the extent expressly provided in this Section 2(b). The Executive shall be entitled to (i) serve as a member of any board of directors on which the Executive is currently serving as of the Effective Date and set forth on Exhibit A attached hereto, (ii) only with the prior consent of the Company by a duly authorized resolution of the Board, serve as a member of the board of directors of any charitableanother company; provided, educational or community organization, that the Executive shall in no event serve on more than five (ii5) from managing his personal passive investmentsboards of directors in the aggregate, (iii) upon approval of the Boardserve on civic, which approval shall not be unreasonably withheldcharitable, from serving as a director of another company; educational, religious, public interest or public service boards and (iv) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during manage the Executive’s employment personal and family investments, in each case, to the extent such activities do not materially interfere with the performance of the Executive’s duties and responsibilities hereunder which could reasonably be expected to be as determined by the Board in good faith, are not in conflict with the business opportunities that interests of the Company or its Affiliates, or otherwise compete with the Parent might pursuebusiness of the Company or its Affiliates. The Executive further agrees to disclose Exhibit A sets forth the full and true list as of the date hereof of (i) all such opportunitiesof the Executive’s positions on any board of directors of, and any consulting or other service positions for, any entity other than the material facts attendant theretoCompany or its Affiliates and (ii) the Executive’s ownership of investments. (c) The Board may, in its sole discretion at any time, or from time to time, implement a “garden leave” period during which the Executive will not be required to report to the Board for consideration by the Company and the ParentCompany’s offices, but shall be required to be available remotely.

Position and Duties. (ia) During the Employment TermTerm (as defined in Section 2 hereof), the Executive Employee shall serve as the Chief Financial Executive Officer of the CompanyCompany and the Business and, with such duties and responsibilities upon appointment as are commensurate with such position and provided in Section 1(d) below, as may be specified from time to time by a member of the Board of Directors of Parent the Company (the “Board”), and shall report to the Chief Executive Officer of the Company. The Executive’s principal location of employment shall be at the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under In this Agreement. (ii) During the Employment Termcapacity, the Executive Employee shall devote substantially all have responsibility for the general management and control of his business time and attention to the business and affairs of the Company and the Parent Business and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding the foregoingshall have all duties, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties authorities and responsibilities hereundercommensurate with the duties, authorities and responsibilities of persons in charitablesimilar capacities in similarly sized companies, educational and community affairssuch other duties, including serving on authorities and responsibilities as the Chairman (the “Chairman”) of the Board shall designate from time to time that are not inconsistent with the Employee’s position as Chief Executive Officer of the Company and/or the Business. Such duties include, but are not limited to (1) managing the day-to-day operations of 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 charitablesubsidiary he may serve hereunder. As the Chief Executive Officer of the Business, educational or community organizationthe Employee shall report to the board of directors of the Business. (b) During the Employment Term, the Employee shall devote all of the Employee’s business time, energy 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) from managing his personal passive investmentsparticipating in charitable, civic, educational, professional, community or industry affairs, and (iii) upon approval managing the 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 foregoing shall not prevent the Employee 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 activities pose or will pose a conflict of interest, or that the time commitments required interfere with the performance of the Employee’s duties hereunder, even if previously approved, the Employee shall, at the request of the Board, which approval cease such activities at the earliest 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 unreasonably withheld, from serving as a director of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, required to the Board for consideration extent prohibited by the Company and the Parentlegal or regulatory requirements.

Position and Duties. (ia) During the Employment Term (as defined in Section 2 hereof), the Employee shall serve as the Chief Operating Officer 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”) of 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 Chief Operating Officer of the Company. The Employee shall report to (1) the Chairman, (2) if, as and when requested by the Chairman, the Chief Executive Officer of the Company, (3) if, as and when requested by the Chairman, the President of the Company, and (4) the board of directors of any subsidiary he may serve hereunder (b) During the Employment Term, the Executive Employee shall devote all of the Employee’s business time, energy 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 (iii) managing the 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 foregoing shall not prevent the Employee 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 activities pose or will pose a conflict of interest, or that the time commitments required interfere with the performance of the Employee’s duties hereunder, even if previously approved, the Employee shall, at the request of the Board, cease such activities at the earliest available opportunity. (c) The Employee shall serve hereunder as an officer or director of any subsidiary or division of the Chief Financial Officer Company that includes any portion of the Company, with such duties and responsibilities ’s Nevada commercial banking operations as are commensurate with such position and as may be specified requested by the Company from time to time by the Board of Directors of Parent (the “Board”), and shall report to the Chief Executive Officer of the Companywithout any additional compensation therefor. The Executive’s principal location of employment shall be at Company may, without limiting its liability hereunder, cause any subsidiary to assume the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreementobligations hereunder. (ii) During the Employment Term, the Executive shall devote substantially all of his business time and attention to the business and affairs of the Company and the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval of the Board, which approval shall not be unreasonably withheld, from serving as a director of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parent.

Position and Duties. (i) During the Employment Term, the Executive shall will serve as the Chief Financial Officer of the Company, with such duties President and responsibilities as are commensurate with such position and as may be specified from time to time by the Board of Directors of Parent (the “Board”), and shall report to the Chief Executive Officer of the Company. The Executive’s principal location of employment Executive agrees that during the Term (as defined below) she shall be at dedicate her full business time, attention and energies to performing her duties to the Company, as prescribed by the Company’s offices Board of Directors (the “Board”). The Executive will manage the business affairs of the Company and perform the duties typically assigned to the chief executive officer of a similarly situated company in Stamfordthe Company’s industry. The Executive shall also perform such other reasonable duties as may hereafter be assigned to her by the Board, Connecticut; providedconsistent with her abilities and position as the Chief Executive Officer and President, howeverincluding continuing services as a member of the Board and providing such further services to the Company as may reasonably be requested of her. The Executive will report to the Board, that and carry out the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. (ii) During decisions and otherwise abide by and enforce the Employment Term, rules and policies of the Company. The Executive shall devote substantially all of his business time and attention her best efforts to the business and affairs of the Company and, during the Term and shall comply with at all times the restrictive covenants provided in Sections 5 and 7 below. The Company and the Parent Executive acknowledge and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding agree that, during the foregoingTerm, nothing in this Agreement Executive shall preclude the Executive be permitted to: (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving serve on the board of directors of any charitable, educational civic or community organization, charitable boards or committees; (ii) from managing his personal passive investmentsthe boards of Clarus Therapeutics Holdings, Inc. and Blue Water Vaccines, Inc. and on such additional corporate boards as the Nominating and Governance Committee and the Board may approve; and (iii) upon approval manage passive personal investments, so long as any such activities, individually or in the aggregate, do not unduly interfere with the performance of Executive’s responsibilities as an executive officer of the Board, which approval shall not be unreasonably withheld, from serving as a director of another company; and (iv) from engaging Company in activities approved by the Boardaccordance with this Agreement. The Company agrees that Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities shall perform her duties remotely, except that the Company or the Parent might pursue. The Executive further she agrees to disclose all such opportunities, and spend twelve (12) non-consecutive business days per quarter in either of the material facts attendant thereto, to the Board for consideration by the Company and the ParentFlorida office locations (Tampa or Alachua).

Position and Duties. (i) During the Employment TermPeriod, the Executive shall serve as the Chairman and Chief Financial Executive Officer of, and will be responsible for heading, the major business group of the Company, with such duties and responsibilities KeyCorp known as are commensurate with such position and Key Capital Partners (including as may be specified from time to time by renamed) ("Key Capital Partners") and the Board of Directors of Parent (the “Board”), and Executive shall report to serve as the Chief Executive Officer of the Company. The Executive’s principal location of employment shall be at During the Company’s offices in StamfordEmployment Period, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances shall report directly to engage in business travel in connection with performing his duties under this AgreementHenr▇ ▇▇▇▇▇ ▇▇ the Chief Executive Officer of KeyCorp. (ii) During the Employment TermPeriod, the Executive shall serve on the most senior officer committee of KeyCorp on which all other major business group heads also serve (currently the KeyCorp Senior Staff and KeyCorp Management Committee), or their successors, the Key Capital Partners Management Committee, or its successor (if any), and the Board of Directors of the Company, or its successor (if any). In addition, during the Employment Period, the Executive shall serve on the Compensation Committee of the Board of Directors of the Company (the "Company Compensation Committee"), which the Executive acknowledges and agrees will terminate on October 23, 2001. (iii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his full attention and time during normal business time and attention hours to the business and affairs of Key Capital Partners and the Company and to use the Parent and use his Executive's reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding the foregoing, nothing such responsibilities in a professional manner. It shall not be a violation of this Agreement shall preclude for the Executive to (iA) from engagingserve on corporate, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board of directors of any charitable, educational civic or community organizationcharitable boards or committees, (iiB) from managing his deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal passive investments, (iii) upon so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement. For purposes hereof, service on corporate boards pursuant to appointments after the date hereof shall be subject to the prior approval of the BoardKeyCorp, which approval shall not be unreasonably withhelddenied, from serving as a director and to KeyCorp's Code of another company; Ethics. It is expressly understood and (iv) from engaging in agreed that to the extent that any such activities approved have been conducted by the Board. The Executive agrees prior to the Commencement Date in accordance with the terms of the Prior Agreement, the continued conduct of such activities shall not be deemed to take personal advantage interfere with the performance of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, 's responsibilities to the Board for consideration by the Company and the ParentCompany.

Position and Duties. (ia) During the Employment Term, the Executive Employee shall serve as the Vice President and Chief Financial Officer of the CompanyOfficer. The Employee shall have such duties, with such duties functions, responsibilities, and responsibilities authority as are commensurate with such position and as may be specified from time to time delegated to the Employee by the Board of Directors of Parent the Company (the “Board”)) or are otherwise consistent with the duties, responsibilities and authority of the executive office held by the Employee; provided that with respect to any specifically delegated duties, functions, responsibilities and authority, such duties, functions, responsibilities, and shall report authority are reasonable and customary for a person serving in the office/position of a public company comparable to the Chief Executive Officer of the Company. The Executive’s principal location of employment shall be at the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. (iib) During the Employment Term, the Executive shall Employee shall: (i) devote substantially all of his time during normal business time and attention hours to the business of the Company, fulfill his duties and affairs obligations under this Agreement and use his best efforts, judgment and energy to perform, improve and advance the business and interests of the Company and the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive (i) from engaging, a manner consistent with the duties of his duties and responsibilities hereunderposition; provided, in charitablehowever, educational and community affairs, including that Employee shall not be prevented from serving on as a member of the board of directors of any charitable, educational or community organization, a corporation if the Company determines that such membership is not adverse to its interests; (ii) from managing his personal passive investments, not engage in any business activities that are directly or indirectly competitive with any business conducted by the Company or any of its subsidiaries or affiliates; (iii) upon approval of observe and carry out such reasonable rules, regulations, policies, directions and restrictions as may be established from time to time by the Board, which approval shall including but not be unreasonably withheldlimited to, the standard policies and procedures of the Company as in effect from serving as a director of another companytime to time; and (iv) from engaging do such traveling as may be required in activities approved by connection with the Board. performance of such duties and responsibilities. (c) The Executive agrees not to take personal advantage Employee acknowledges that this Agreement contains a non-disclosure of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunitiesproprietary information and non-competition provisions, and the material facts attendant thereto, Employee agrees to comply with these provisions. The Employee understands that entering into and complying with these provisions is a condition to the Board for consideration 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 Agreement, the Employee shall be based at the principal executive offices of the Company, except for such reasonable travel 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 the Parentdoing so shall not be a breach of this Agreement.

Position and Duties. (ia) During Effective December 13, 2010 and continuing through the remainder of the Employment Term, Employee shall hold the Executive shall serve as the title of Senior Vice President and Chief Financial Officer Officer. The Company and Employee agree that the Employee shall have duties and responsibilities consistent with the position set forth above in a company the size and of the nature of the Company, with and such other duties and responsibilities as authority that are commensurate with such position and as may be specified assigned to Employee from time to time by the Company’s Board of Directors of Parent (the “Board”), and or such other officer of the Company as shall be designated by the Board. Employee shall report to the Chief Executive Officer Board, or to such other officer of the Company. The Executive’s principal location of employment Company as shall be at designated by the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this AgreementBoard. (iib) During the Employment Term, the Executive shall Employee agrees to devote substantially all of his best efforts and his full business time and attention to the business and affairs of the Company and the Parent and use his reasonable best efforts to faithfully Company. Employee shall perform his duties and responsibilities; but notwithstanding responsibilities to the foregoingbest of his abilities in a diligent and professional manner, nothing and agrees to comply with all of the policies of the Company, including such policies with respect to legal compliance, conflicts of interest, confidentiality and business ethics as are from time to time in this Agreement effect. During the Employment Term, Employee shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities hereundernot engage in any business activity which, in charitable, educational and community affairs, including serving on the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval reasonable judgment of the Board, which conflicts or interferes with the duties and responsibilities of Employee hereunder, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written approval of the Company or engage in or be employed by any other business; provided, however, that the foregoing provisions of this Section 2 shall not be unreasonably withheld, from serving as a director of another company; and (iv) limit or prohibit Employee from engaging in community, charitable and social activities, personal investment activities approved by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant theretoendeavors set forth on Exhibit A attached hereto, in each case not interfering with the Employee’s performance and obligations hereunder. For the avoidance of doubt, this Section 2 shall not limit or prohibit Employee from providing services to or for the benefit of the ▇▇▇▇▇▇▇▇ Entities pursuant to the Board for consideration Second Amended and Restated Service Agreement dated as of March 1, 2005 by and among the Company and the Parent▇▇▇▇▇▇▇▇ Entities (as defined therein), as amended from time to time. (c) Employee acknowledges and agrees that Employee owes a duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Company and to do no act that would injure the business, interests, or reputation of the Company or any of its Affiliates. In keeping with these duties, Employee shall make full disclosure to the Company of all significant business opportunities pertaining to the Company’s business and shall not appropriate for Employee’s own benefit business opportunities concerning the subject matter of the fiduciary relationship. Except as set forth in Section 5(d)(ii), for purposes of this Agreement, the term “Affiliate” shall mean an individual or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a specified individual or entity.

Position and Duties. (i) During the Employment TermPeriod, the Executive shall (A) serve as Executive Vice President of the Company and President and Chief Financial Executive Officer of the Company, Faiveley with such duties and responsibilities as are commensurate with such position position, including full authority to execute the strategy and operations of 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) serve as a member of the Office of the Executive Chairman of the Company, which shall consist of (i) the Executive Chairman of the Company, (ii) the President and Chief Executive Officer of the Company, (iii) Executive, and (iv) subject to Executive’s approval, not to be unreasonably withheld or delayed, other executives that may be specified from time to time added by the Board of Directors of Parent Company, (the “Board”), and shall C) report to the Chief Executive Officer of the Company, and (D) 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). The Executive’s principal location Company shall cause Executive to be invited to all meetings of employment the Board of Directors of the Company (the “Board”) and Executive shall be at have the right to participate in all such meetings (other than private meetings of the independent directors). In addition, Executive shall have the right to participate on an active basis in establishing the Company’s offices in Stamford, Connecticut; provided, however, that strategic plans and implementing such plans (as agreed upon by the Office of the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this AgreementChairman of the Company) at both the Board and senior management levels. (iii) During the Employment TermPeriod, Executive agrees to devote his full business time, energy and skill to the Executive shall devote substantially all performance of his business time duties, authorities and attention responsibilities to the business Company as required to promote and affairs further the best interests of the Company and to comply with all written rules, regulations and instructions established or issued by the Parent Company and use his reasonable best efforts provided to faithfully perform his duties and responsibilitiesExecutive; but notwithstanding provided that the foregoing, nothing in this Agreement shall preclude the foregoing will not prevent Executive from (iA) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including (1) serving on the board boards of directors of any charitable, educational or community organizationnon-profit organizations, (ii2) from managing his personal passive investmentswith the prior written consent of the Board, not to be unreasonably withheld, serving on the boards of directors of private, for profit companies, and (iii3) upon with the prior written approval of the Board, which approval shall not be unreasonably withheldserving on the boards of directors of publicly listed for profit companies, from serving as a director of another company; (B) participating in charitable, civic, educational, professional, community or industry affairs, and (ivC) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the managing Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all passive personal investments, so long as such opportunitiesactivities described in clauses (A), (B), and (C) in the material facts attendant thereto, to the Board for consideration by the Company and the Parentaggregate do not materially interfere or conflict with Executive’s duties or create a potential business or fiduciary conflict.

Position and Duties. (ia) During the Employment Term, the Executive Employee shall serve as the Chief Financial Executive Officer of the Company, with such duties and responsibilities as are commensurate with such position President and as may be specified from time report directly to time by the Board of Directors of Parent (the “Board”) of the Company (the “Direct Report”). The Employee shall have such duties, functions, responsibilities, and shall report authority as are from time to time delegated to the Chief Executive Officer Employee by the Direct Report or are otherwise consistent with the duties, responsibilities and authority of the executive office held by the Employee; provided that with respect to any specifically delegated duties, functions, responsibilities and authority, such duties, functions, responsibilities, and authority are reasonable and customary for a person serving in the office/position of a public company comparable to the Company. The Executive’s principal location of employment During the Employment Term, Employee shall be at entitled to report directly to the Company’s offices in Stamford, Connecticut; provided, however, that Direct Report and no other person or persons even if designated by the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this AgreementDirect Report. (iib) During the Employment Term, the Executive shall Employee shall: (i) devote substantially all of his time during normal business time and attention hours to the business of the Company, fulfill his duties and affairs obligations under this Employment Agreement and use his commercially reasonable best efforts, judgment and energy to perform, improve and advance the business and interests of the Company and the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive (i) from engaging, a manner consistent with the duties of his duties and responsibilities hereunderposition, in charitableprovided, educational and community affairshowever, including that (1) Employee shall not be prevented from serving on as a member of the board of directors of any charitable, educational or community organization, a corporation if the Company determines that such membership is (A) not adverse to its interests and (B) do such traveling as may be reasonably required in connection with the performance of such directorship’s duties and responsibilities and (ii) so long as they do not in any material manner interfere with Employee’s performance hereunder, nothing in this Employment Agreement shall preclude the Employee from managing devoting time during reasonable periods required for (A) engaging in charitable and community activities and (B) investing his personal passive investmentsassets. (c) In connection with the Employee’s employment by the Company under this Employment Agreement, (iii) upon approval the Employee shall be based at the principal executive offices of the BoardCompany, which approval 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, subject to Section 6(e) below, 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 unreasonably withheld, from serving as a director breach of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parentthis Employment Agreement.

Position and Duties. (i) During the Employment Term, the Executive shall serve as the Chief Financial Executive Officer of the Company, with such duties and responsibilities as are commensurate with such position and as may be specified from time to time by the Board of Directors of Parent (the “Board”)position, and shall report to the Chief Board. In addition, during the Employment Term, the Executive Officer shall serve as Chairman of the CompanyBoard. The Executive’s principal location of employment shall be at the Company’s offices in StamfordNew York, ConnecticutNew York; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. (ii) During the Employment Term, the Executive shall devote substantially all of his business time and attention to the business and affairs of the Company and the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval of the Board, which approval shall not be unreasonably withheld, from serving as a director of another company; and (iv) from engaging in activities approved by the Board; and (v) from managing his investment in Delphin Shipping LLC, provided that such management does not materially interfere with the Executive’s duties with the Company. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parent. If within 15 business days of the Executive disclosing such business opportunities to the Board, the Board fails to adopt a resolution (and to provide a copy of same to the Executive) that it may pursue such business opportunity, the Company and the Parent will be deemed to have declined to pursue such opportunity, in which event the Executive shall be free to pursue it, provided that the Executive does not have any majority ownership interest or active day-to-day management role in any person or entity which becomes engaged in such business opportunity.

Position and Duties. (i) During the Employment Term, the Executive shall serve be employed as the Company’s Chief Financial Executive Officer and shall perform duties consistent with such position, including but not limited to direct responsibility for all day-to-day operations of the Company, with and such other related duties and responsibilities as are commensurate with such position and as may be specified from time to time by the Company’s Board of Directors of Parent (the “Board”), and ) shall reasonably request. The Executive will report to the Chief Executive Officer Chairman of the CompanyBoard, and be subject to the lawful direction of, the Board. The Executive’s principal location of employment shall be at the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. (ii) During the Employment Term, and except for vacation in accordance with Section 5(a) below, the Executive shall devote substantially all of his full business time time, attention, skill and attention efforts to the business and affairs of the Company Company, its subsidiaries and other affiliates and shall comply with the Parent Company’s codes of conduct, policies and use his reasonable best efforts procedures in place from time to faithfully perform his duties and responsibilitiestime; but notwithstanding provided however; the foregoing, nothing in this Agreement foregoing shall preclude not prevent the Executive from (ia) from engagingengaging in not-for-profit activities (e.g., consistent board membership with his duties and responsibilities hereunder, in charitable, educational and community affairseducational, including or religious organizations), (b) serving on the board of directors of any charitablepSivida Corp. and Avanir Pharmaceuticals, educational Inc., or community organizationin the event that the Executive ceases to serve on such boards, (ii) from managing his personal passive investmentsthen, (iii) upon subject to the prior written approval of the Board, which approval shall not be unreasonably withheld, from serving on the board of directors (or similar governing body) of not more than two (2) other for profit corporations (or other business entities) that are not competitors of the Company (as a director of another company; and (iv) from engaging determined in activities approved good faith by the Board. The Executive agrees not , it being understood that a failure to take personal advantage of any business opportunities relating to general shipping which may arise during approve if service would be inconsistent with ISS standards is reasonable), or (c) managing the Executive’s employment personal and immediate family member’s passive investments, as long as, in each case, such activities individually or in the aggregate do not materially interfere or conflict with the Executive’s duties hereunder which could or create a potential business or fiduciary conflict (in each case, as determined in good faith by the Board). During the Term, the Executive also shall serve as a member of the Board and in such other executive-level positions or capacities as may, from time to time, be reasonably be expected requested by the Executive Chairman and/or the Board, including, without limitation (subject to be business opportunities that election, appointment, re-election or re-appointment, as applicable) as (i) a member of the board of directors or similar governing body of any of the Company’s subsidiaries or other affiliates, (ii) an officer of any of the Company’s subsidiaries or other affiliates, and/or (iii) a member of any committee of the Company and/or any of its subsidiaries or the Parent might pursueother affiliates, in each case, for no additional compensation. The Executive further agrees Executive’s position as a member of the Board shall be subject to disclose all such opportunitieselection and/or re-election by the Company’s shareholders, and the material facts attendant thereto, failure of the Company’s shareholders to elect or re-elect the Board for consideration Executive shall not be deemed either (A) a breach by the Company of its obligation to the Executive or (B) a material reduction in the Executive’s position, duties, responsibilities or authority. The Executive’s initial principal place of employment for the performance of his services hereunder shall be at the Company’s corporate headquarters in New York, NY; provided; however, it is understood that the Executive shall be required to travel (both within the US and the Parentabroad) as reasonably necessary to perform his duties hereunder.

Position and Duties. (ia) During the Employment Term, the Executive shall shall, pursuant to the terms of this Agreement, serve as the President and Chief Financial Executive Officer of the Company, with such duties and responsibilities as are commensurate with such position shall report solely and as may be specified from time directly to time by the Board of Directors of Parent the Company (the “Board”), and shall report to the Chief Executive Officer of the Company. The Executive’s principal location of employment Executive shall be at the Company’s offices based in StamfordNew York, ConnecticutNew York; provided, however, that the Executive may understands and agrees that she shall be required under reasonable to travel for business circumstances reasons, including to engage the Company’s headquarters in business travel in connection with performing his duties under this AgreementAtlanta, Georgia and to other Company locations. (iib) During the Employment Term, the Executive shall devote be a full-time employee of the Company, shall dedicate substantially all of his business her working time and attention to the Company, and shall have no other employment or other business ventures that are undisclosed to the Company or that conflict with Executive’s duties under this Agreement. The Executive shall (i) have all authorities, duties and affairs responsibilities customarily exercised by an individual serving as President and Chief Executive Officer of a company the size and nature of the Company and Company; (ii) be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair her ability to discharge, the Parent and use his reasonable best efforts to faithfully perform his foregoing duties and responsibilities; but notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval serve as a member of the Board during the Term (and during the Term, the Board shall nominate the Executive for reelection to serve on the Board, which approval shall not be unreasonably withheld, from serving as a director of another company); and (iv) have such additional duties and responsibilities, consistent with the foregoing, as the Board may from time to time assign to her. (c) Notwithstanding the foregoing, nothing herein shall prohibit the Executive from (i) participating in trade associations or industry organizations that are related to the business of the Company, (ii) engaging in charitable, civic or political activities, (iii) engaging in personal investment activities approved by for the Executive and her family that do not give rise to any conflicts of interest with the Company or its affiliates, or (iv) with the prior approval of the Chairman of the Board. The Executive agrees , accepting directorships unrelated to the Company that do not give rise to take personal advantage any conflicts of any business opportunities relating to general shipping which may arise during interest with the Company or its affiliates, in each case so long as such interests do not materially interfere, individually or in the aggregate, with the performance of the Executive’s employment hereunder which could reasonably be expected duties hereunder. The Company acknowledges and approves the current activities of the Executive as heretofore disclosed to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parentin writing in connection with entry into this Agreement.

Position and Duties. (ia) During the Employment Term, the Executive shall serve as the Chairman of the Board and Chief Financial Executive Officer of each of the CompanyCompany and its subsidiary, TransDigm Inc. ("TransDigm") with such customary responsibilities, duties and responsibilities as are commensurate with such position and authority as may be specified from time to time be assigned to the Executive by the Board Board. During the period of Directors of Parent (the “Board”), and shall report to the Executive's active employment as Chief Executive Officer of the Company. The Executive’s principal location of employment shall be at the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. (ii) During the Employment TermOfficer, the Executive shall devote substantially all of his business working time and attention efforts to the business and affairs of the Company and TransDigm; PROVIDED, that it shall not be considered a violation of the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding the foregoing, nothing in this Agreement shall preclude foregoing for the Executive to (i) from engagingcontinue to serve as a member of the Board of Directors of Microporous, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board of directors of any charitable, educational or community organizationLLP, (ii) from managing his personal passive investmentswith the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees, and (iii) upon approval manage his personal investments, so long as none of such activities significantly interferes with the Executive's duties hereunder. (b) The Executive shall continue to serve as the Chairman of the BoardBoard during the Term, which approval and thereafter, during the period commencing on the date the Executive elects to serve as the non-executive Chairman of the Board pursuant to Sections 2(b) and 5(a)(vii) and ending on the earliest of (i) the date the Executive resigns from such position, (ii) the date the Executive dies and (iii) the date the Executive is removed from the Board for Cause (the "Non-Executive Term"). During the Term and any such Non-Executive Term, the Board shall not be unreasonably withheldpropose the Executive for re-election to the Board and the Principal Stockholders shall vote all of their shares of Common Stock in favor of such re-election. If elected or appointed thereto, from serving and only for the duration of such elected term or appointment, the Executive shall also serve as a director of another company; and (iv) from engaging any of the Company's subsidiaries and/or in activities approved one or more executive offices of any entities owned by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the ParentCompany.

Position and Duties. (i) During the Employment TermPeriod, Executive shall, subject to the Executive shall provisions of Section 1 above, serve as the Chief Financial Officer Executive Chairman of the CompanyCompany and shall be nominated for election, with such duties and responsibilities if so elected shall continue to serve, as are commensurate with such position and as may be specified from time to time by a member of the Board of Directors of Parent the Company (the “Board”)) and, unless the Board and Executive shall jointly determine otherwise, Chairman of the Board. During the Employment Period, Executive shall have the duties, responsibilities and obligations (a) as are customarily assigned to individuals serving as the Executive Chairman of comparable companies and (b) as have been assigned, exercised or assumed in accordance with past practice, together with such other duties, responsibilities and obligations consistent with such positions as the Board shall from time to time specify, provided that such additional duties, responsibilities and obligations are fair and reasonable under the circumstances, do not unreasonably increase the demands upon the Executive’s time or energies, and shall are not inconsistent with the Executive’s position(s) with the Company. During the Employment Period, the Executive will be the most senior executive to report to the Chief Executive Officer of the CompanyBoard. The Executive’s principal location of employment shall be at the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. (ii) During the Employment Term, the Executive shall devote substantially all of his business such time and attention energy to the business and affairs of the Company as he deems reasonably necessary to perform the duties of these positions and the Parent and shall use his reasonable best efforts efforts, skills and abilities to faithfully perform his duties improve and responsibilities; but notwithstanding advance the business and interests of the Company and its subsidiaries. Without limiting the generality of the foregoing, the Company hereby acknowledges that the Executive has 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 nothing contained in this Agreement shall prohibit or interfere with such ownership interest or responsibilities. Nothing contained in this Section 2 shall preclude the Executive from (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board of directors of any charitablebusiness corporation, educational or community organizationunless such service would be contrary to applicable law, (ii) from managing his personal passive investmentsserving on the board of directors of, or working for, any charitable or community organization or (iii) upon approval 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 Board, which approval shall not be unreasonably withheld, from serving as a director provisions of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the ParentSection 6 hereof.

Position and Duties. (ia) During the Employment Term, the Executive shall serve as the Chief Financial Officer of the Company, with such duties President and responsibilities as are commensurate with such position and as may be specified from time to time by the Board of Directors of Parent (the “Board”), and shall report to the Chief Executive Officer of the Company. In this capacity, the Executive shall have the duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons serving in a similar capacity in similarly sized companies, and such other duties, authorities and responsibilities as the Board of Directors of the Company (the “Board”) shall designate from time to time that are not inconsistent with the Executive’s position. The Executive shall report directly to the Board. (b) The Executive shall devote 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; provided that the Executive shall be entitled to: (i) with the prior written consent of the Board, serve as a member of the board of directors (or equivalent governing body) of a reasonable number of other non-competitive companies (it being understood and agreed that the Executive’s service on the board of directors of Frontier Group Holdings, Inc. has been approved by the Board as of the Effective Date), (ii) serve on civic, charitable, educational, religious, public interest or public service boards, and (iii) manage the Executive’s personal and family investments, in each case, to the extent such activities do not materially interfere, individually or in the aggregate, with the performance of the Executive’s duties and responsibilities hereunder or create a potential business or fiduciary conflict. (c) The Executive’s principal location place of employment shall will be at the Company’s offices headquarters in StamfordNorwalk, Connecticut; provided, however, provided that the Executive may be required under reasonable to travel from time to time as reasonably necessary for business circumstances to engage in business travel in connection with performing his duties under this Agreementpurposes. (iid) During The Board shall take such action as may be necessary to appoint or elect the Employment Executive as a member of the Board as of the Effective Date. Thereafter, during the Term, the Board shall nominate the Executive shall devote substantially all of his business time and attention to the business and affairs for re-election as a member of the Company and Board at the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval expiration of the Board, which approval then current term; provided that the foregoing shall not be unreasonably withheld, from serving as a director of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, required to the Board for consideration extent prohibited by the Company and the Parentlegal or regulatory requirements.

Position and Duties. (ia) During the Employment Term, the Executive shall serve as the Chief Financial Officer Vice President of Production of the Company, reporting to the President and the Board of Directors. Subject to the authority of the Board of Directors, Executive shall have such other powers and duties as may from time to time be prescribed by the President or the Board of Directors, provided that such duties are reasonable and customary for a vice president of production. Executive shall devote his entire working time, attention and energies to the business of the Company. (b) Anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) serving the boards of directors of a reasonable number of other corporations, or the boards of a reasonable number of trade associations and/or charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing his personal, investments and affairs, provided that such activities do not materially interfere with such the proper performance of his duties and responsibilities as are commensurate with such position and as may be specified from time to time by the Company's Vice President of Production. (c) Executive shall serve on the Board of Directors during the entire term hereof. If, at any time during the term of Parent (his employment, the “Board”), and shareholders of the Company shall report fail to elect Executive to the Chief Board of Directors, or the Board of Directors shall fail to elect Executive Officer to the office of Vice President of Production of the Company. The Executive’s principal location , or shall remove him from either of employment such offices, other than as provided for in this Agreement, Executive shall be at 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 offices in Stamford, Connecticut's subsidiaries; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. (ii) During the Employment Term, the Executive shall devote substantially all of his business time and attention to the business and affairs of the Company and the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval of the Board, which approval shall not be unreasonably withheld, from serving required to serve as a an officer or director of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not any such subsidiary if such service would expose him to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parentpotential adverse financial consequences.

Position and Duties. The Executive hereby agrees to serve as Chief Operating Officer and Chief Medical Officer (i“COO/CMO”) During of the Employment TermCompany, and shall have those duties, services, responsibilities and authority customarily accorded a person holding such positions in a company such as the Company, including but not limited to those duties, services and responsibilities listed on Exhibit A attached hereto (collectively, the “Executive Duties”). As COO/CMO, the Executive shall serve as report to both the Chief Financial Executive Officer (the “CEO”) of the Company, with such duties Company and responsibilities as are commensurate with such position and as may be specified from time to time by the Board of Directors of Parent the Company (the “Board”), . The Executive shall devote his reasonable best efforts and shall report his full business time and attention to the Chief performance of the Executive Officer of Duties to the Company in accordance with the terms hereof and as may reasonably be requested by the Company. The Executive’s principal location Executive shall not engage in any other business or professional activities, either on a full-time or part-time basis, as an employee, consultant or in any other capacity, whether or not he receives any compensation therefor, without the prior written consent of employment the CEO which shall not be at the Company’s offices in Stamford, Connecticutunreasonably withheld; provided, however, that nothing herein shall prevent the Executive may be required under reasonable business circumstances to engage in business travel in connection from (a) making and managing personal investments consistent with performing his duties under this Agreement. (ii) During the Employment Term, the Executive shall devote substantially all Section 9 of his business time and attention to the business and affairs of the Company and the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding the foregoing, nothing in this Agreement shall preclude and any applicable Company policies as more fully detailed in the Executive Company’s employee manual (ithe “Employee Manual”), (b) from engaging, consistent with his duties and responsibilities hereunder, engaging in charitable, educational and community affairsand/or charitable activities, including serving as a trustee or board member of charitable organizations, (c) engaging in industry-related activities such as serving on the board or committees of directors of any charitableindustry organizations, educational for example but not limited to PhRMA or community organizationBIO, or (iid) from managing his personal passive investments, (iii) upon approval of the Board, which approval shall not be unreasonably withheld, from serving as a director board member of another company; and up to two (iv2) from engaging pharmaceutical or biotechnology companies, so long as any of such activities, either singly or in the aggregate, do not interfere with the proper performance of the Executive Duties or conflict or compete with the Company’s activities approved by the Board. The Executive agrees not as currently conducted or as proposed to take personal advantage of any business opportunities relating to general shipping which may arise be conducted during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parentemployment.

Position and Duties. (ia) During The Executive shall serve as the Employment [Executive Chairman/President] and will report to the Company's Board of Directors (the "Board") during the Term and any Renewal Term (as hereinafter defined). (b) The Company agrees to propose to the shareholders of the Company at each appropriate meeting of such shareholders during the Term and any Renewal Term, the election and/or reelection of the Executive as a member of the Board. Provided the Executive is elected by the shareholders to the Board, the Board of Directors may elect the Executive as Chairman of the Board ("Chairman"). So long as the Executive is an employee of the Company, the Executive shall not receive additional compensation for service as a Director or as Chairman. In addition, without further compensation, the Executive shall serve as the Chief Financial Officer a director and/or officer of one or more of the Company's subsidiaries or affiliates if so elected or appointed from time to time. (c) The Executive shall have active and general supervision and management over the business and affairs of the Company and shall have full power and authority to act for all purposes for and in the name of the Company in all matters except where action of the Board is required by law, with the Company's Bylaws or resolutions of the Board, and shall have such other duties and responsibilities as are commensurate with such position and as may be specified from time to time by the Board shall designate that are consistent with Executive's position. For purposes of Directors the applicability of Parent (the “Board”), and shall report Company compensation plans to the Chief Executive, Executive Officer of the Company. The Executive’s principal location of employment shall be at considered an "employee." The Executive shall use his best efforts to faithfully and efficiently perform the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances duties and responsibilities assigned to engage in business travel in connection with performing his duties under this Agreement. (ii) During the Employment Term, the Executive him hereunder and shall devote substantially all of his business time and attention to the business and affairs performance of the Company and the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilitieswith the Company; but notwithstanding the foregoingprovided, nothing in this Agreement shall preclude the Executive shall be entitled to (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on serve as a member of the board of directors of any charitable, educational or community organizationunaffiliated companies, (ii) from managing his personal passive investmentsserve on civic, charitable, educational, religious, public interest or public service boards, (iii) upon approval of manage the BoardExecutive's personal and family investments, which approval shall not be unreasonably withheld, from serving as a director of another company; and (iv) from engaging engage in and/or have an ownership interest in other noncompeting businesses, in all events so long as such activities approved by do not materially interfere with the Board. The Executive agrees not to take personal advantage performance of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected 's duties to be business opportunities that the Company or create an actual or potential conflict of interest or the Parent might pursueappearance thereof. In addition, the Executive has disclosed to the Company his involvement in entities and investments other than the Company (collectively, the "Outside Activities"). The Company shall permit the Executive further to continue to engage in the Outside Activities provided that the Executive agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by any actual or potential conflict of interest arising out of any such Outside Activity and the Board, in its good faith judgment, determines that such Outside Activity does not conflict with the Executive's fiduciary duties to the Company and the Parentor creates any appearance of such a conflict.

Position and Duties. (ia) During the Employment TermTerm (as defined in Section 2 hereof), the Executive shall serve as the Chief Financial Executive Officer of the CompanyCompany and Parent. In this capacity, the Executive 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 duties other duties, authorities and responsibilities as are commensurate with such position and as may reasonably be specified from time to time by the Board of Directors of Parent (the “Board”), and shall report assigned to the Executive that are not inconsistent with the Executive’s position as Chief Executive Officer of the Company. The Executive shall serve as a member of the Board of Managers (or similar governing body) of Parent (the “Board”) and of the Board of Directors of the Company. The Executive’s primary place of employment with the Company shall be in Berwyn, Pennsylvania, provided that the Company agrees that the Executive’s duties may occasionally be performed by the Executive at one of the Executive’s principal location of employment shall be at residences where the CompanyExecutive owns a home (collectively the “Executive’s offices in StamfordResidences”), Connecticut; provided, however, provided further that the Executive may understands and agrees that the Executive will be required under reasonable to travel frequently for business circumstances purposes. The Executive shall report directly to engage in business travel in connection with performing his duties under this Agreementthe Board. (iib) During the Employment Term, the Executive shall devote substantially all of his the Executive’s business time time, energy, business judgment, knowledge and attention to the business and affairs of the Company skill and the Parent and use his Executive’s reasonable best efforts to faithfully perform his the performance of the Executive’s duties and responsibilities; but notwithstanding with the foregoingCompany, nothing in this Agreement provided that the foregoing shall preclude not prevent the Executive from (i) from engagingserving on the boards of directors of non-profit organizations and, consistent with his duties and responsibilities hereunderthe prior written approval of the Board, in charitable, educational and community affairs, including serving other for profit companies; provided that the Executive shall be permitted to serve on the board of directors of any charitable, educational or community organizationFirstEnergy Corp. and Univar LLC, (ii) from managing his personal passive investmentsparticipating in charitable, civic, educational, professional, community or industry affairs, and (iii) upon approval of the Board, which approval shall not be unreasonably withheld, from serving as a director of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during managing the Executive’s employment passive personal investments so long as such activities in the aggregate do not violate Section 10 hereof, interfere or conflict with the Executive’s duties hereunder which could reasonably be expected to be or create a business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parentfiduciary conflict.

Position and Duties. (ia) During The Company will continue to employ the Employment TermEmployee as President and Chief Executive Officer (“CEO”), the Executive shall serve as the Chief Financial Officer of the Company, with such duties and responsibilities as are commensurate with such position and as may be specified from time reporting to time by the Board of Directors of Parent the Company (the “Board”). The Employee will be responsible for and perform the duties commensurate with the position of President and CEO, and shall report any other duties as may reasonably be assigned by the Company to the Chief Executive Officer of Employee in its sole discretion that reasonably relate to the CompanyEmployee’s position and office. The ExecutiveEmployee acknowledges and agrees that the Company may reasonably amend the Employee’s principal location duties, responsibilities, title and reporting arrangements from time to time without causing breach of employment shall this Agreement, provided such amendments do not constitute constructive dismissal at law. (b) The Employee will be employed at the Company’s offices in StamfordDelta, Connecticut; providedBritish Columbia, howeveror such other location(s) as directed by the Company, provided that if the Executive may Company proposes to permanently relocate the Employee outside the Lower Mainland of British Columbia, such relocation will be subject to the mutual agreement of the parties, acting reasonably. The Employee will also be expected to regularly travel for business purposes, as required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreementby the Company. (iic) During The Employee acknowledges and affirms that he will continue to be employed by the Employment TermCompany in a fiduciary capacity, the Executive shall devote substantially all of his business time and attention as such will owe full fiduciary duties to the business Company. (d) The Employee agrees that the Employee’s hours of work will vary and affairs of be irregular and will be those hours required to perform the Company and the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities hereunderof the Employee’s position but, in charitableany event, educational the Employee’s employment shall be on a full-time basis. (e) The Employee agrees and community affairs, including serving on the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval of the Board, which approval shall not be unreasonably withheld, from serving consents to act as a director of another company; the Company if so requested and (iv) from engaging in activities approved elected. The Employee further agrees to act as a director and/or officer of any of the Company’s affiliates if so requested by the Board. The Executive agrees not All such directorships or offices shall be without any additional compensation or benefits, unless otherwise agreed to take personal advantage by the Company, in its sole discretion. Upon termination of any business opportunities relating to general shipping which may arise during the ExecutiveEmployee’s employment hereunder which could reasonably be expected to be business opportunities that for any reason whatsoever, the Employee will immediately resign all such directorships or offices held by the Employee in the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunitiesany affiliate, and the material facts attendant theretoEmployee agrees that the Employee will be deemed to have resigned such directorships and offices on the date that the Employee’s employment ends. The Company is hereby authorized as the Employee’s attorney-in-fact to execute any documents necessary to complete such resignations, with the same force and effect as if executed and delivered by the Employee. The Employee will not be entitled to receive any severance payment or other compensation or benefits for the Board for consideration by resignation of such directorships or offices. (f) This Agreement will continue to apply in the event that the Employee is transferred or promoted to any other position with the Company and notwithstanding any changes in the ParentEmployee’s compensation, title, duties, reporting or other terms and conditions of employment.

Position and Duties. The Company shall employ Employee as its Vice President, Business Development (i) During the Employment TermEmployee will nominated as Vice President, Business Development of Intermost Corporation, subject to the Executive shall serve as the Chief Financial Officer approval of the Company, with such duties and responsibilities as are commensurate with such position and as may be specified from time to time by the Board of Directors of Parent (Intermost Corporation) under the “Board”)terms and subject to the conditions set forth herein. The Employee will be classified as, and shall report to assume duties appropriate for the Chief Executive Officer position of, an executive officer of the Company. The Executive’s principal location of employment shall be at the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. (ii) During the Employment Term, the Executive Employee shall diligently and faithfully serve the Group and shall devote substantially all his working time, attention and efforts toward the performance of his business time and attention to the business and affairs of the Company and the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities hereunder. Employee shall not, in charitabledirectly or indirectly, educational and community affairs, including serving on without the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval prior consent of the BoardCompany's Board of Directors, as owner, partner, joint venture, stockholder, employee, corporate officer or director, engage or become financially interested in, or be concerned with any other duties or pursuits which approval shall interfere with the performance of his duties hereunder, or which even if non-interfering, may be inimical or contrary to the best interest of the Group. These duties include, but are not be unreasonably withheldlimited to, from serving assisting the President and management of the Company and/or the Group to: (a) Maximize long-term shareholder value of the companies in the Group and the Group's profitability by formulating and executing Intermost's Business plan and strategic plan for becoming a long-term player in the Internet industry in the People's Republic of China (PRC) and other areas; (b) Provide the Group sound professional advice and leadership in formulating and executing the Group's strategic development, finance, marketing and technology plan; (c) Develop strategic alliances with major players in the Internet industry, telecommunications industry, financial services industry and other industries; (d) Secure, where possible as a director of another company; and (iv) from engaging in activities approved permitted by the Board. The Executive agrees not laws of the PRC and the United States, additional licenses and permits as may be required for Intermost to take personal advantage become a key play in the Internet industry; (e) Formulate the Group's employee improvement strategy, to hire, train and supervise suitable personnel capable of any business opportunities relating to general shipping which may arise during executing their job descriptions for the Executive’s employment hereunder which could reasonably be expected to be business opportunities that benefit of Intermost and the shareholders; (f) Direct, integrate and allocate staff resources in accordance with the Group's Business Plan; (g) Perform such other duties as the Company or President and management team and/or the Parent might pursue. The Executive further agrees to disclose all such opportunities, Group President and the material facts attendant thereto, to the Board for consideration by the Company and the Parentmanagement team may reasonably require.

Position and Duties. (ia) During the Employment TermTerm (as defined in Section 2 hereof), the Executive Employee shall serve as the Chief Financial Officer Deputy General Counsel of the Company, provided that, as of the Promotion Effective Date, Employee shall serve as the General Counsel and Corporate Secretary 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 duties other duties, authorities and responsibilities as may reasonably be assigned to the Employee that are commensurate not inconsistent with such position the Employee’s Position with the Company. The Employee’s principal place of employment shall be in Midland, Texas, provided that the Employee understands and as agrees that the Employee may be specified required to travel from time to time by the Board of Directors of Parent (the “Board”), and for business purposes. The Employee shall report directly to the Chief Executive Officer of the Company. The Executive’s principal location of employment shall be at the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. (iib) During the Employment Term, the Executive Employee shall devote substantially all of his the Employee’s business time time, energy, business judgment, knowledge and attention 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 and (the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding the foregoing“Board”), nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board of directors of any charitable, educational or community organizationother for profit companies, (ii) from managing his personal passive investmentsparticipating in charitable, civic, educational, professional, community or industry affairs, and (iii) upon approval managing the Employee’s passive personal investments so long as such activities in the aggregate do not materially interfere or conflict with the Employee’s duties hereunder or create a potential business or fiduciary conflict or materially interfere with the performance of the BoardEmployee’s obligations to the Employer or the Company under this Agreement. The for profit company boards on which the Employee currently serves, all of which approval shall not be unreasonably withheld, from serving as a director of another company; and (iv) from engaging in activities have been approved by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parentare listed on Exhibit A hereto.

Position and Duties. (i) During the Employment Term, the Executive shall serve as the Chief Financial Officer of the Company, with such duties and responsibilities as are commensurate with such position and as may be specified from time to time 5.1 The Employee is employed by the Board Company in the position of Directors specified in Item 1 of Parent (Schedule 1. 5.2 The Employee must perform the “Board”), and shall report to the Chief Executive Officer Duties set out in Schedule 2 of the Company. The Executive’s principal location of employment shall be at the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. (ii) During 5.3 The Employee reports to the Employment Termset out in Schedule 2 of this Agreement. 5.4 In the performance of the Duties, and at all times during the Employment, the Executive shall devote substantially Employee must: (1) serve the Company faithfully and diligently; (2) act at all of his times in the Company’s best interests; (3) use the Employee’s best endeavours to protect and promote the reputation and business time and attention to the business and affairs interests of the Company and the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding Group; (4) not act in conflict with the foregoing, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board interests of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval of the Board, which approval shall not be unreasonably withheld, from serving as a director of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or any Group Company; (5) not accept any additional external roles, Board positions and the Parent might pursue. The Executive further agrees to disclose like without written approval from the Board; (6) perform the Duties with all such opportunitiesdue care and skill, and to the material facts attendant theretobest of the Employee’s knowledge and abilities; (7) devote the whole of the Employee’s time, attention and skill during normal business hours, and at other times as reasonably necessary, to the Board for consideration Duties; (8) act in a professional and ethical manner; (9) obey all reasonable and lawful directions of the Company; (10) act at all times within the levels of authority delegated by the Company Company; and (11) provide their direct manager and the ParentCompany with information and reports: (1) about the affairs of the Company, as their direct manager and the Company may request from time to time; and (2) generally, so as to keep the their direct manager and the Company fully informed of all material developments in or relevant to the Company’s affairs, within the scope of the Duties. 5.5 The Parties agree that the Employee’s position, Duties, role and levels of responsibility may be varied from time to time. Irrespective of any such variations, the remaining terms and conditions of this Agreement will continue to apply, unless otherwise agreed in writing. 5.6 If required by the Company, the Employee will perform duties in relation to any Group Company. The Employee acknowledges that this possibility has been taken into account when calculating the Remuneration. 5.7 The Employee 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 transacted by or on behalf of the Company or any Group Company. 5.8 Nothing in clause 5 limits the Employee’s duties of good faith or fidelity to the Company.

Position and Duties. (ia) During the Employment Term (as defined in Section 2 hereof), the Employee shall serve as the Executive Chairman of the Board and Chief Executive Officer of the Company. 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 Employee as the Board of Directors of the Company (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 bylaws of the Company and the amended and restated agreement of limited partnership of the Operating Partnership as it may be further amended from time to time, including, but not limited to, managing the affairs of the Company. The Employee will work with the Company’s management team on a schedule that allows for adequate time at the Company’s headquarters in Denver, Colorado and in Illinois, California, and other states where the Company owns property. Employee understands and agrees that the Employee may be required to travel from time to time to other locations for business purposes. The Employee shall report directly to the Board. (b) During the Employment Term, the Executive Employee shall serve as devote substantially all of the Chief Financial Officer Employee’s business time, energy, business judgment, knowledge and skill and the Employee’s best efforts to the performance of the Employee’s duties with the Company, with such duties and responsibilities as are commensurate with such position and as may be specified provided that the foregoing shall not prevent the Employee from time to time by (i) serving on the Board boards of Directors directors of Parent non-profit organizations, (the “Board”)ii) participating in charitable, civic, educational, professional, community or industry affairs, and shall report to (iii) managing the Chief Executive Officer of Employee’s personal investments and/or personal business as necessary, so long as such activities in the Company. The Executiveaggregate do not interfere or conflict with the Employee’s principal location of employment shall be at the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable duties hereunder or create a potential business circumstances to engage in business travel in connection with performing his duties under this Agreementor fiduciary conflict. (iic) During the Employment Term, the Executive Board shall devote substantially all nominate the Employee for re-election as a member of his business time the Board at the expiration of the then current term, provided that the foregoing shall not be required if any of the events constituting Cause (as defined herein) have occurred and attention have not been cured or to the business extent prohibited by legal or regulatory requirements. If the Employee is so nominated and affairs of elected to the Company and Board, the Parent and use his reasonable best efforts Employee hereby agrees to faithfully perform his duties and responsibilities; but notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval serve as a member of the Board, which approval shall not be unreasonably withheld, from serving as a director of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parent.

Position and Duties. (i) During the Employment TermPeriod, Executive will (a) continue to serve as the Executive shall President of Holdings and its Subsidiaries until the CEO End Date as defined in the Chairwoman Agreement between the Company and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, (b) beginning on the CEO End Date, serve as the Chief Financial Executive Officer of the CompanyHoldings and its Subsidiaries and render such managerial, with such duties analytical, administrative, marketing, creative and responsibilities other executive services to Holdings and its Subsidiaries as are commensurate with such position and as may be specified from time to time by necessary in connection with the management and affairs of Holdings and its Subsidiaries, in each case subject to the authority of the Board of Directors of Parent Holdings (the “Board”), and shall report to the Chief Executive Officer (c) serve as a member of the CompanyBoard. The Executive’s principal location of employment shall be at the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. (ii) During the Employment TermPeriod, the Executive shall will devote his best efforts and substantially all of his business time and attention (except for permitted vacation periods and 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 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 Parent and use his reasonable best efforts “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 faithfully the Board. Executive will perform his duties and responsibilities; but notwithstanding responsibilities to the foregoingbest of his abilities in a diligent, nothing trustworthy, businesslike and efficient manner. Subject to Section 7, Executive shall be permitted to continue to perform such charitable activities, as he desires, provided that Executive’s performance of such activities does not interfere in this Agreement shall preclude the Executive (i) from engaging, consistent a material manner with Executive’s performance of his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving . If Executive desires to serve on any boards he may do so with the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval consent of the Board, which approval shall such consent not to be unreasonably withheld, from serving as a director of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parent.

Position and Duties. (ia) During the Employment Term (as defined in Section 2 hereof), the Employee shall serve as the Chief Executive Officer of the Business and, upon appointment as provided in Section 1(d) below, as a member of the Board of Directors of the Company (the “Board”). In this capacity, the Employee shall have responsibility for the general management and control of the business and affairs of 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, authorities and responsibilities as the Chairman (the “Chairman”) of the Board shall designate from time to time that are not inconsistent with the Employee’s position as Chief Executive Officer of the Business. Such duties include, but are not limited to (1) managing the day-to-day operations of 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 Board 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 Executive Employee shall devote all of the Employee’s business time, energy 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 (iii) managing the 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 foregoing shall not prevent the Employee 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 activities pose or will pose a conflict of interest, or that the time commitments required interfere with the performance of the Employee’s duties hereunder, even if previously approved, the Employee shall, at the request of the Board, cease such activities at the earliest available opportunity. (c) The Employee shall serve hereunder as the Chief Financial Officer an officer or director of any subsidiary or division of the Company, with such duties and responsibilities Company that includes any portion of the Business as are commensurate with such position and as may be specified requested by the Company from time to time by the Board of Directors of Parent (the “Board”), and shall report to the Chief Executive Officer of the Companywithout any additional compensation therefor. The Executive’s principal location of employment shall be at Company may, without limiting its liability hereunder, cause any subsidiary to assume the Company’s offices 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 StamfordSection 2 hereof), Connecticutthe Board shall nominate the Employee for re-election as a member of the Board at the expiration of the then current term; provided, however, that the Executive may foregoing shall not be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreementthe extent prohibited by legal or regulatory requirements. (iie) During the Employment Term, the Executive Employee shall devote substantially also serve as the Chief Credit Officer of the Business for so long as the Board shall deem reasonably necessary or desirable. In this capacity, the Employee shall have all duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of his business persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as the Chairman of the Board shall designate from time and attention 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 business and affairs of the Company and the Parent and use his reasonable best efforts Chairman, as well as to faithfully perform his duties and responsibilities; but notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval of the Board, which approval shall not be unreasonably withheld, from serving as a director of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which subsidiary he may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parentserve hereunder.

Position and Duties. (i) During the Employment TermPeriod, the Executive shall serve as the Chief Financial Officer 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 or the Company, with such duties and responsibilities as are commensurate with such position and as may be specified from time to time by the Board 's board of Directors of Parent 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. Executive shall report to the Chief Executive Officer of the Company. The Executive’s principal location of employment shall be at the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. (ii) During the Employment Term, the Company and Executive shall devote substantially all his best efforts and of his full business time and attention to the business and affairs of the Company and its Subsidiaries. During the Parent and Employment Period, the Company shall use his its reasonable best efforts to faithfully perform his duties cause Executive to be elected or appointed to the Board and responsibilities; but notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on to the board of directors of any charitable, educational or community organization, Subsidiary in the North East Group and Central Plains Group. (ii) from managing his personal passive investmentsDuring the Employment Period, Executive shall have the authority, based upon the performance criteria set forth in Annex A attached ------- hereto, (iii) upon subject to Board approval of the Board, which approval shall not be unreasonably withheld, from serving as a director ) to allocate among certain key employees of another company; 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 (iv) from engaging in activities approved by the Board"Performance Options"). The Performance Options shall be subject to vesting in accordance with the terms set forth on Annex A and shall be ------- exercisable in accordance with the terms set forth on Annex A. Executive agrees not shall ------- be permitted to take personal advantage allocate a portion of any business opportunities relating the Performance Options to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parenthimself.

Position and Duties. (ia) During the Employment Term, Initial Period the Executive shall serve as the Chief Financial Executive Officer of the Company and during the Subsequent Period the Executive shall serve as both the Chief Executive Officer of the Company and as the Chairman of the Company, 's Board of Directors; in each case with such duties and responsibilities as are commensurate with customarily assigned to such position positions, and such other duties and responsibilities not inconsistent therewith as may be specified from time to time be assigned to him by the Board of Directors of Parent the Company (the “"Board”"), and which duties and responsibilities shall be consistent with those exercised for such position by the Current Chairman. Without 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 Company shall cause the 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 or Chairman of the Company. The Board, (ii) prior to the effective date of his election as Chairman of the Board, the reversal of such election, or (iii) any change in the Executive’s principal location 's duties and responsibilities hereunder not concurred with by the Executive shall require the affirmative vote of employment shall be at least 75% of the Company’s offices in Stamford, Connecticutmembers of the Board (excluding the Executive); provided, however, that if, at any time prior to such second anniversary, the Executive may be persons (other than the Executive) designated by Honeywell pursuant to Section 2.2(a) of 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 vote of the Board otherwise required under reasonable business circumstances to engage in business travel in connection with performing his duties under therefor by this AgreementSection 2(a), the affirmative vote of at least one Merger Agreement Designee. (iib) During the Employment Term, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive shall devote substantially all of his full attention and time during normal business time and attention hours to the business and affairs of the Company and and, to the Parent and extent necessary to discharge the responsibilities assigned to the Executive under this Agreement, use his the Executive's reasonable best efforts to carry out such responsibilities faithfully perform his duties and responsibilities; but notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval of the Board, which approval efficiently. It shall not be unreasonably withheldconsidered a violation of the foregoing for the Executive to manage his personal investments or serve on corporate, from serving industry, civic or charitable boards or committees, so long as a director such activities do not significantly interfere with the performance of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that 's responsibilities as an executive officer of the Company or in accordance with this Agreement. (c) During the Parent might pursue. The Term, the Executive further agrees to disclose all such opportunitiesshall be based at the Company's principal headquarters in Morristown, and New Jersey, except for travel reasonably required for the material facts attendant thereto, to performance of the Board for consideration by the Company and the ParentExecutive's duties hereunder.

Position and Duties. (i) During the Employment Term, the Executive shall serve as the Chief Financial Executive Officer of each of the Parent and the Company, with such responsibilities, duties and responsibilities authority as may from time to time be assigned to the Executive by the Board or any duly authorized committee thereof, in each case, that are commensurate with such position position, including but not limited to: (a) providing overall leadership of Parent’s and as may be specified from time its subsidiaries’ operations; (b) participating in capital allocation, capital market, merger, acquisition, divestiture, and similar activities; (c) developing Parent’s and its subsidiaries’ overall operating strategy including overall organization structure, compensation strategy and methodology and recommending to time by the Board any material changes thereto or significant changes in products or markets served; (d) developing, and recommending to the Board for approval, the annual business plan; (e) evaluating the performance of Directors executive officers of Parent and its subsidiaries; (the “Board”), f) recommend compensation for executive officers of Parent and shall report its subsidiaries to the Board; (g) developing and managing the officer succession planning process; (h) participate in investor relations activities; and (i) such other activities as are reasonably required to perform the Executive’s duties hereunder that are commensurate with his position as Chief Executive Officer of the CompanyOfficer. The Executive’s principal location of employment shall be at the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. (ii) During the Employment Term, the Executive shall devote substantially all of his business working time and attention efforts to the business and affairs of the Company and Parent, the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilitiesCompany; but notwithstanding provided, that it shall not be considered a violation of the foregoing, nothing in this Agreement shall preclude foregoing for the Executive to (i) from engagingserve on industry, consistent civic or charitable boards, committees or in similar roles or, with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval prior consent of the Board, which approval for-profit boards or committees, or in advisory and similar roles for for-profit entities (provided, that such consent shall not be unreasonably withheld, from serving as a director of another company; conditioned or delayed), and (ivii) from engaging in manage his personal investments, so long as none of such activities approved by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during significantly interferes with the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parentduties hereunder.

Position and Duties. (ia) During Employee hereby vacates the Employment Term, position of Vice President of Operations of the Executive shall Company and agrees to serve as the Chief Financial Officer an employee of the Company, with such duties and responsibilities as are commensurate with such position and as may be specified from Company on a part-time to time by the Board of Directors of Parent (the “Board”), and non-exclusive basis. Employee shall report directly to and take direction from the Chief Executive Officer of the Company. Her duties will be assisting with certain projects that the Employee and the Chief Executive Officer agree upon. The Executive’s principal location exact definition of employment such projects and the expected duties of the Employee in connection therewith shall be at clearly defined in a project description document prior to project commencement. Employee agrees to use her best efforts to perform her duties for the Company diligently and to the best of her ability. During her employment with the Company’s offices in Stamford, ConnecticutEmployee agrees to: (i) serve the Company at all times faithfully, diligently and to the best of her ability; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. (ii) During the Employment Term, the Executive shall devote substantially all of his business time and attention to the business and affairs of the Company and the Parent and use his reasonable her best efforts to faithfully perform his duties and responsibilitiespromote the success of the Company's business; but notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval cooperate fully in the advancement of the Board, which approval shall not be unreasonably withheld, from serving as a director best interests of another companythe Company; and (iv) from engaging in activities approved comply with all policies, procedures, and practices established by the BoardCompany from time to time and perform services in accordance with all applicable laws. The Executive agrees not to take personal advantage There will be no minimum or maximum number of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities hours that the Company or will require that the Parent might pursue. Employee will be available hereunder; provided, that, if the Employee accepts a full-time position with another employer Employee shall be deemed to have terminated her employment with the Company pursuant to Section 4(c) upon the completion of any then - active projects (provided, further, that, if the Employee works up to 50 hours per week for a veterinarian independent clinical laboratory it shall not be considered a full-time position with another employer for purposes of this Section 1). (b) The Executive further Company confirms and agrees that solely the fact that the Employee is working for up to disclose all such opportunities50 hours per week to initiate a veterinarian independent clinical laboratory shall not be a violation of (i) Section 7(a) of the Employment Agreement; (ii) Section 24 of the Agreement for the Purchase of Certain Business Assets, dated September 10, 2012, among DASH Software, LLC, the Employee and the material facts attendant theretoCompany (provided, that, this shall not authorize the use of the Software (as defined in such Agreement) by such, or in connection with Employee's working for such, veterinarian independent clinical laboratory); (iii) Section 8 of the Certificate of Designation for the Series B Non-Convertible Preferred Stock of the Company; or (iv) Section 8 of the form of the Certificate of Designation for the Series B Convertible Preferred Stock of CollabRx, Inc., attached as Annex I to the Board for consideration Registration Statement on Form S-4 filed by the Company and the Parent.CollabRx, Inc.

Position and Duties. (ia) During the Employment TermPeriod, the Executive shall shall, subject to the last paragraphs of Sections 5(b) and 5(c) and to Section 6(f)(i) of this Agreement, serve as the Chief Financial Executive Officer of the Company, with such authority, power, duties and responsibilities as are commensurate with such position and as may be specified from time are customarily exercised by a person holding such position in a company of the size and nature of the Company. During the Employment Period, subject to time by the last paragraphs of Sections 5(b) and 5(c) and to Section 6(f)(i) of this Agreement, the Executive shall (i) report directly to the Board of Directors of Parent the Company (the “Board”), and shall report (ii) be nominated by the Board to serve as a member of the Board, (iii) serve as Chairman of the Board to the Chief Executive Officer extent serving as a Board member, unless (A) the Executive’s service as both the Chairman of the Company. The Executive’s principal location Board and an executive of employment shall be at the Company is prohibited by applicable law or (B) the Board, in its sole discretion, determines prior to a Change of Control of the Company (as defined in the Company’s offices in Stamford, Connecticut; provided, however, 2007 Equity Incentive Compensation Plan (the “2007 Plan”)) that the Executive may be required under reasonable business circumstances shall not serve as Chairman, either due to engage in business travel corporate governance considerations or in connection with performing the Company’s chief executive officer succession planning, and (iv) perform his duties under this Agreementin San Francisco, California. (iib) During the Employment TermPeriod, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive shall agrees to devote substantially all of his attention and time during normal business time hours to serving in the positions described in Section 3(a) and attention to the business and affairs of the Company and the Parent and use his reasonable best efforts to faithfully shall perform his duties faithfully and responsibilities; but notwithstanding efficiently. Notwithstanding the foregoingforegoing provisions of this Section 3(b), nothing in this Agreement shall preclude the Executive may (i) from engagingserve as a director, consistent with his duties trustee or officer or otherwise participate in not-for-profit educational, welfare, social, religious and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board of directors of any charitable, educational or community organization, civic organizations; (ii) from managing his personal passive investmentsserve as a director of any for-profit business, (iii) upon approval with the prior consent of the Board, Board (which approval consent shall not be unreasonably withheld, from serving as a director of another company); and (iviii) from engaging manage personal investments, to the extent that such other activities, either individually or in activities approved by the Board. The Executive agrees aggregate, do not to take personal advantage inhibit or interfere with the performance of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected duties under this Agreement, or to be the knowledge of the Executive conflict in any material way with the business opportunities that or policies of the Company or any subsidiary or controlled affiliate thereof (the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parent“Affiliated Entities”).

Position and Duties. (i) During 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 Term, the Executive shall serve as the Chief Financial Officer of the Company, with such duties and responsibilities as are commensurate with such position and as may be specified from time Period referred to time by the Board of Directors of Parent (the “Board”in Section 1(b), and shall report to the Chief Executive Officer of the Company. The Executive’s principal location of employment shall be at the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. (ii) During the Employment TermPeriod, until such time as the Employer notifies Employee to the contrary, Employee will serve as the Chief Executive shall Officer of the Employer with respect to the business of the Employer. Additionally, Employee will serve as the Non-Executive Chairman of the board directors of ▇▇▇ Summer GP, LLC (the “Board”) until the earlier of (i) the first anniversary of the Closing Date (unless such date is extended in the sole discretion of ▇▇▇ Equity Partners, LLC) or (ii) until Employee ceases to be a member of the Board for any reason. (iii) At all times during the Employment Period, Employee agrees to (A) perform all services related to Employee’s employment hereunder faithfully and diligently and to discharge the responsibilities thereof to the best of Employee’s ability, (B) devote substantially all of his full business time and attention and energies to the business duties of Employee’s employment under this Agreement, and affairs of the Company and the Parent and (C) use his Employee’s reasonable best efforts to faithfully perform his duties promote the business of Holdco and responsibilities; but notwithstanding its Controlled Affiliates. Notwithstanding the foregoing, nothing in this Agreement shall preclude during the Executive (i) from engagingEmployment Period and thereafter, consistent with his duties Employee may continue to serve as a manager and/or on any board of directors, trustees of any business corporation, partnership or any charitable organization which he currently serves, each set forth on Annex A attached hereto, and responsibilities hereundersubject to the prior approval of the Board during the Employment Period, in charitable, educational and community affairs, including serving Employee may accept appointment to serve on the any board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval of the Board, which approval shall not be unreasonably withheld, from serving as a director of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage trustees of any business opportunities relating to general shipping which may arise during organization or any charitable organization, so long as, in each case, (x) such activities do not, individually or in the Executiveaggregate, conflict or materially interfere with the performance of Employee’s employment duties or obligations hereunder which could reasonably be expected to be and (y) such business opportunities organization is not engaged in activities that compete with the Company business of Holdco or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parentany of its Controlled Affiliates.

Position and Duties. (i) During the Employment TermPeriod, the Executive shall serve as the Chief Financial Officer of the Company, with such duties and responsibilities as are commensurate with such position and as may be specified from time to time by the Board of Directors of Parent (the “Board”), and shall report to the i) Chief Executive Officer of the CompanyCompany reporting directly to the Executive Chair of the Board, or, if none, the Board, and (ii) Chief Executive Officer of KKDC reporting directly to the Executive Chair of the board of KKDC, or, if none, the board of KKDC. The Executive’s principal location Executive shall also serve as President of employment shall be the Company and President of KKDC at the Company’s offices in Stamfordpleasure of the Board and the board of KKDC, Connecticutas applicable; provided, howeverthat any other person serving as President of the Company or KKDC, that as applicable, shall report to the Executive. The Executive shall also be appointed by the Board, at its regularly scheduled September 2014 Board meeting or as soon thereafter as practicable, to serve as a member of the Board and the board of KKDC. In the event of his election or re-election, the Executive shall serve as a member of the Board and/or the board of KKDC, as applicable. The Executive shall have such responsibilities, powers and duties as may from time to time be prescribed by the Board; provided that such responsibilities, powers and duties are substantially consistent with those customarily assigned to individuals serving in the chief executive officer position at comparable companies or as may be reasonably required under reasonable for the proper conduct of the business circumstances to engage in business travel in connection with performing his duties under this Agreement. (ii) of the Companies. During the Employment TermPeriod, the Executive shall devote substantially all of his business working time and attention efforts, which shall be conducted on a full-time basis, to the business and affairs of the Company and its Subsidiaries. The Executive shall not directly or indirectly render any services of a business, commercial or professional nature to any other person or organization not related to the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilitiesbusiness of the Company or its Subsidiaries, whether for compensation or otherwise, without the prior approval of the Board; but notwithstanding the foregoingprovided, nothing in this Agreement shall preclude however, the Executive (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving may serve on the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon one for-profit corporation with the prior approval of the Board, which approval shall will not be unreasonably withheld, from serving and the Executive may serve as a director of another company; and (iv) from engaging not-for-profit organizations or engage in other charitable, civic or educational activities, so long as the activities approved by the Board. The Executive agrees described in this proviso do not to take personal advantage of any business opportunities relating to general shipping which may arise during interfere with the Executive’s employment performance of his duties hereunder which could reasonably be expected to be business opportunities that or result in any conflict of interest with the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the ParentCompanies.

Position and Duties. Section 1.01. The Company hereby continues the employment of the Employee and the Employee hereby accepts continued employment pursuant to the terms of this Agreement. Your employment under this Agreement will take effect on August 12, 2010 (ithe “Effective Date”) During and will continue until the Employment Termthird anniversary of the Effective Date; provided that the term of this Agreement shall automatically be extended for one (1) additional year on the first anniversary of the Effective Date and each anniversary thereafter, unless, not less than ninety (90) days prior to each such date, either party shall have given notice to the Executive shall other that it does not wish to extend the term. You will be employed by the Company on a full-time basis in the position of Chief Financial Officer. In addition, you will serve as the Chief Financial Officer an officer of one or more of the Company’s Affiliates without further compensation, with such as you are requested from time to time. During the term of this Agreement (the “Term”), the Company shall nominate Employee, and use its best efforts to have him elected, to the Board of Directors of the Company (the “Board”) throughout the term of this Agreement and shall include him in the management slate for election as a director at every stockholders meeting during the Term at which his term as a director would otherwise expire. Employee agrees to accept election, and to serve during the Term, as director of the Company. Section 1.02. You agree to perform the duties and responsibilities as are commensurate with such of your position and such other duties as reasonably may be specified assigned to you from time to time by the Board of Directors of Parent (the “Board”), and shall report to the Chief Executive Officer of and/or the Company. The Executive’s principal location of employment shall be at the Company’s offices in Stamford, ConnecticutBoard; provided, however, that you shall not be assigned duties that are inconsistent with your position, duties, responsibilities and status with the Executive may be required under reasonable business circumstances Company immediately prior to engage in business travel in connection with performing his duties under this Agreement. (ii) During the Employment TermEffective Date. You also agree that, while employed by the Executive shall Company, you will devote substantially all of his your full business time and attention your best efforts, business judgment, skill and knowledge to the advancement of the business and affairs interests of the Company and its Affiliates and to the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his discharge of your duties and responsibilities hereunder, in charitable, educational and community affairs, including for them. This provision does not prevent you from serving on the board of directors any business, church, non-profit or charitable organization; provided that such service does not give rise to a conflict of any charitable, educational or community organization, (ii) interest; provided further that such activities do not materially detract from managing his personal passive investments, (iii) upon approval your performance of your duties hereunder and that as a precondition the Board of Directors of the Company (the “Board, which approval shall not be unreasonably withheld, from serving as a director ”) has been notified of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all your service on such opportunitiesboard, and the material facts attendant thereto, has agreed in writing to the Board for consideration by the Company and the Parentpermit such service.

Position and Duties. (i) During the Employment Termperiod of Executive’s employment by Company during the term hereof, the Executive shall (a) serve as the Chief Financial Officer Company’s Corporate Vice President and President, Missions Systems Sector, (b) shall be principally responsible for the Company’s Missions Systems Sector, and (c) shall report to a member of the Company’s Office of the Chairman, with such duties and responsibilities as are commensurate with such position and as may member to be specified determined by the Company’s Chief Executive Officer from time to time. Notwithstanding the preceding sentence, the Company may change Executive’s title and/or responsibilities from time by to time; provided that the Board of Directors of Parent Company may not (a) diminish Executive’s title, (b) diminish Executive’s authority (when viewed in the “Board”aggregate), and shall or (c) cause Executive to report to the Chief Executive Officer anyone other than a member of the Company’s Office of the Chairman. The Executive’s principal location of employment shall be at In his capacity as Corporate Vice President and President, Mission Systems Sector, Executive will serve on the Company’s offices Corporate Policy Council. Executive shall, during the course of his employment by the Company during the term hereof: (a) attempt in Stamfordgood faith to do and perform all such acts and duties and furnish such services, Connecticut; providedall as commensurate with his position, howeveras the Company shall reasonably request, that reasonably cooperate with the Executive may be required under reasonable Company, and attempt in good faith to do and perform all acts in the ordinary course of the Company’s business circumstances reasonably necessary and conducive to engage in business travel in connection with performing the performance of his duties under this Agreement.hereunder; and (iib) During the Employment Termdevote his full time, the Executive shall devote substantially all of his business time energy and attention skill to the business and affairs of the Company and to the Parent promotion of the Company’s best interests, except for vacations and use absences made necessary because of illness or other traditionally approved leave purposes; provided, that the foregoing shall not prevent Executive from managing his reasonable best efforts to faithfully perform and his duties and responsibilities; but notwithstanding the foregoingfamily’s personal investments, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities hereunder, being involved in charitable, educational civic and community affairs, professional activities (including serving on the board boards of directors of any charitablenot-for-profit organizations) and, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval with the consent of the BoardChief Executive Officer, which approval shall serving on the boards of directors of for-profit entities so long as such activities do not be unreasonably withheld, from serving as a director of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the materially interfere with Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parentperformance of his duties hereunder.

Position and Duties. (i) During 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 Term, the Executive shall serve as the Chief Financial Officer of the Company, with such duties and responsibilities as are commensurate with such position and as may be specified from time Period referred to time by the Board of Directors of Parent (the “Board”in Section 1(b), and shall report to the Chief Executive Officer of the Company. The Executive’s principal location of employment shall be at the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. (ii) During the Employment TermPeriod, Employee will serve as the Chief Executive Officer of the Employer, Holdco, the General Partner, Summer Holdings I, LLC (“Holdings I”), the Company and Parent with respect to the business of the Employer, Holdco, the General Partner, the Company and Parent, and shall at all times report directly to the Board of Directors of the General Partner (the “Board”) and be the sole individual holding the title of Chief Executive Officer of the Employer, Holdco, the General Partner, Holdings I, the Company and Parent (and no such entity will have a separate President, unless otherwise mutually agreed upon by the Employer and Employee in writing); provided, that the authority of Employee shall be subject to the authority of the Board to the extent set forth in the LLC Agreement. During the Employment Period, Employee shall at all times have (with respect to Holdco, the General Partner, the Employer, and each other Controlled Affiliate) the powers, authority and duties commensurate with the position of Chief Executive Officer, and shall have the authority to conduct the day-to-day operations of Holdco, the General Partner, the Employer, and each other Controlled Affiliate, subject only to those limitations on such authority specified in the LLC Agreement. Employee shall have such other powers, authority and duties as may reasonably be assigned or delegated to Employee from time to time by the Board so long as such duties are commensurate with the position of Chief Executive Officer. During the Employment Period, (x) the General Partner will have no ownership interests in any entity other than Holdco, and will engage in no businesses or other activities other than acting as the general partner of Holdco, and (y) all of the officers and employees of the General Partner, Holdco, Parent, the Employer and each other Controlled Affiliate will report (directly or indirectly) to Employee; provided that, for the avoidance of doubt, the immediately preceding clause (y) shall not apply to ▇▇▇▇▇▇ ▇▇▇▇ to the extent that he is the non-executive chairman of the Board or otherwise employed by Holdco or a Controlled Affiliate in a similar non-operational capacity (e.g., Senior Adviser). (iii) At all times during the Employment Period, Employee agrees to (A) devote substantially all of his full business time and attention and energies to the duties of Employee’s employment under this Agreement, and (B) use Employee’s best reasonable efforts to promote the business and affairs of the Company Holdco and the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding Controlled Affiliates. Notwithstanding the foregoing, nothing in this Agreement shall preclude during the Executive (i) from engagingEmployment Period and thereafter, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving Employee may continue to serve on the any board of directors or trustees of any charitablebusiness corporation or any charitable organization which he currently serves, educational or community organization, (ii) from managing his personal passive investments, (iii) upon each set forth on Annex A attached hereto and subject to the prior approval of the BoardBoard during the Employment Period, which approval shall not be unreasonably withheld, from serving as a director Employee may accept appointment to serve on any board of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage directors or trustees of any business opportunities relating organization or any charitable organization, so long as, in each case, (x) such activities do not, individually or in the 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 Controlled Affiliate. Notwithstanding anything to general shipping which may arise the contrary contained in this Agreement, Employee’s activities with respect to: (1) his and his family’s investments, (2) not-for-profit promotion of financial literacy and consumer education and public policy (“Not For Profit Activities”) and (3) political activities (collectively, the “Permitted Activities”) shall each be permitted under the terms of this Agreement during the ExecutiveEmployment Period and thereafter so long as, in each case, such activities do not during the Employment Period, individually or in the aggregate, conflict or materially interfere with the performance of Employee’s employment duties or obligations hereunder which could reasonably be expected and are not directly competitive with the business of Holdco or any Controlled Affiliates. Subject to be business opportunities the Not For Profit License granted below, Employee shall not use or apply for any Trademark (as defined below) that contains or incorporates Employee’s name (or any portion or abbreviation thereof; such Trademarks the Company “Edelman Trademarks”), including without limitation “▇▇▇ ▇▇▇▇▇▇▇” and “EDELMAN”, within the financial services field. At all times during the Employment Period and thereafter, (i) the Employer shall not (and shall procure that none of Holdco, the General Partner or any Controlled Affiliate) use or apply for any Edelman Trademark outside of the Parent might pursue. The Executive further agrees to disclose all such opportunitiesfinancial services field, and (ii) the material facts attendant theretoEmployer shall procure that all uses of any Edelman Trademark owned by Employer, Holdco, the General Partner, or any Controlled Affiliate within the financial services field, and all business otherwise conducted by any of them under the “Edelman” brand name, are conducted exclusively by Holdco or a Controlled Affiliate and shall not cause disparagement or otherwise diminish the reputation of Employee. For the avoidance of doubt, nothing contained herein shall restrict Employer, Holdco or any Controlled Affiliate that owns any Edelman Trademark from (i) licensing or otherwise retaining a third party to use such Trademark on an arms-length basis or (ii) transferring legal title to any such Trademark to a purchaser of all or any portion of the business conducted by Holdco and Controlled Affiliates under the “Edelman” brand name (in each case, subject to the Board for consideration same standards of use and restrictions set forth herein with respect to Holdco’s and Controlled Affiliates’ use of such Edelman Trademark). During and after the Employment Period, Employer hereby grants (on its own behalf and on behalf of Holdco, the General Partner and each Controlled Affiliate) to Employee, and Employee hereby accepts, a non-exclusive, worldwide, royalty-free, fully paid-up, nontransferable right and license to use any Edelman Trademark in connection with any Not For Profit Activity (the “Not For Profit License”). Employee agrees that he shall use his best reasonable efforts to procure that any goods or services provided by Employee under the Company Not For Profit License shall be at least equal the standards of quality generally accepted in the industry to which such goods or services relate and shall not cause disparagement or otherwise diminish the Parentquality or reputation of the Edelman Trademarks. Employee shall also use his best reasonable efforts to procure that no use by Employee of the Edelman Trademarks (both within and outside of the financial services industry) or any other Trademark that Employee may obtain outside of the financial services industry is confusingly similar to Employer’s use thereof. Employer shall have the right to reasonably inspect and audit Employee’s use of the Edelman Trademarks to ensure and confirm Employee’s compliance with the provisions of this Section. For the avoidance of doubt, the Not For Profit License granted under this Section is strictly limited to exclusively Not For Profit Activities and does not extend to Not For Profit Activities that are offered in conjunction with any for-profit activities. Employer shall have the right to terminate the Not For Profit License in the event that (i) goods or services provided by Employee under the Not For Profit License are not at least equal to the standards of quality generally accepted in the industry to which such goods or services relate; or (ii) use of the Edelman Trademarks by Employee causes material disparagement or otherwise materially diminishes the quality or reputation thereof and, in either case, Employee does not remedy the foregoing within sixty (60) days from written notice thereof to Employee.

Position and Duties. (ia) During the Employment Term (as defined in Section 2 hereof), the Employee shall serve as the Chief Administrative and Chief Financial Officer of the Company. In this capacity, the Employee shall have the duties, authorities and responsibilities as are required by the Employee’s position, and such other duties, authorities and responsibilities as may reasonably be assigned to the Employee that are not inconsistent with the Employee’s position as Chief Administrative and Chief Financial Officer of the Company. The Employee’s principal place of employment with the Company shall be in the Chicago, Illinois metropolitan area or (b) such other place as mutually agreed upon by the Employee and the Chief Executive Officer (the “CEO”), 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 Company’s CEO. (b) During the Employment Term, the Executive Employee shall serve as the Chief Financial Officer devote all of the Employee’s business time, energy, 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 Employee shall be entitled to serve on for-profit, civic, charitable, educational, religious, public interest, or public service boards, and to manage the Employee’s personal and family investments, in each case, to the extent such activities do not materially interfere with such the performance of the Employee’s duties and responsibilities as are commensurate with such position hereunder, and as may be specified from time to time by provided further that the Employee shall not serve on more than one for-profit board without the consent of the Board of Directors of Parent the Company (the “Board”). (c) As of 11:59 p.m. (Eastern Time) on the date of this Agreement, and shall report to the Chief Executive Officer Employee resigns as a director of the Company. The ExecutiveEmployee’s principal location execution of employment shall be at the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. (ii) During the Employment Term, the Executive shall devote substantially all of his business time and attention to the business and affairs of the Company and the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board serve as written notice of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval of the Board, which approval shall not be unreasonably withheld, from serving Employee’s resignation as a director of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the ParentCompany.

Position and Duties. (ia) During the Employment Term, the The Executive shall agrees to serve as the Chief Financial Executive Officer worldwide and to perform such duties (i) as are set forth for that position in the By-laws of the Company, with such duties and responsibilities as are commensurate with such position and as may be specified from time to time by the ’s Board of Directors of Parent (the “Board”), and (ii) as the Board shall report assign to the Executive from time to time, and (iii) that the Executive undertakes or accepts consistent with his position as Chief Executive Officer Officer. The Executive acknowledges and agrees that, from time to time, he will be required to perform duties with respect to one or more of the Company. The Executive’s principal location of employment shall subsidiary or affiliate companies (each an “Affiliate”), and that he will not be at the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances entitled to engage in business travel in connection with any additional compensation for performing his duties under this Agreementthose duties. (iib) The Company intends that the Board will elect the Executive to serve as the Chairman of the Board at the first Board meeting following the annual meeting of shareholders to be held on February 27, 2001, and the Executive agrees to serve in that position in accordance with the By-laws of the Board. (c) During the Employment TermPeriod, and excluding any periods of vacation, holiday, personal leave and sick leave to which the Executive is entitled, the Executive shall devote substantially all agrees to serve the Company faithfully and to the best of his business time ability and to devote the Executive’s full time, attention and efforts to the business and affairs of the Company Company. The Executive hereby confirms to the best of his knowledge and belief that he is under no contractual commitments inconsistent with his obligations set forth in this Agreement and that, during the Parent and use his reasonable best efforts Employment Period, the Executive will not render or perform any services for any other corporation, firm, entity or person which are inconsistent with the provisions of this Agreement, with any policy of the Company, or which would otherwise impair the Executive’s ability to faithfully perform his duties and responsibilities; but notwithstanding the foregoinghereunder. The rest of this Section 2(c) notwithstanding, nothing in this Agreement shall preclude the Executive may (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving serve on the boards of profit or non-profit corporations (the Executive shall obtain approval to serve on such a board in accordance with all of directors the Company’s policies, including, without limitation, the Company’s Business Conduct Policy regarding Conflicts of any charitable, educational or community organizationInterest), (ii) from managing his personal passive investmentsdeliver lectures or fulfill speaking engagements, and (iii) upon approval manage personal investments, so long as the activities referred to in clauses (i) through (iii) above do not substantially interfere with the performance of the Board, which approval shall not be unreasonably withheld, from serving as a director of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably responsibilities under this Agreement. (d) The Executive’s primary office shall be expected to be business opportunities located in the greater Twin Cites metropolitan area; provided, that the Company or Executive’s primary office location may be relo­cated in connection with the Parent might pursue. The Executive further agrees relocation of the Company’s headquarters, subject to disclose all such opportunities, and the material facts attendant thereto, reimbursement for Executive’s reasonable expenses in connection with any move he is required to the Board for consideration by the Company and the Parentmake.

Position and Duties. (ia) During the Employment Term, the Executive shall serve as the Chief Financial Officer of the Company, reporting to the President and the Board of Directors. Subject to the authority of the Board of Directors, Executive shall have supervision and control over, and responsibility for keeping and maintaining, or causing to be kept and maintained, in accordance with generally accepted accounting principles, adequate and correct accounts of the properties and business transactions of the Company and shall have such other powers and duties as may from time to time be prescribed by the President or the Board of Directors, provided that such duties are reasonable and customary for a chief financial officer. Executive shall devote his entire working time, attention and energies to the business of the Company. (b) Anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) serving the boards of directors of a reasonable number of other corporations, or the boards of a reasonable number of trade associations and/or charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing his personal, investments and affairs, provided that such activities do not materially interfere with the proper performance of his duties and responsibilities as are commensurate with such position and as may be specified from time to time by the Company's Chief Financial Officer. (c) Executive shall serve on the Board of Directors during the entire term hereof. If, at any time during the term of Parent (his employment, the “Board”), and shareholders of the Company shall report fail to elect Executive to the Board of Directors, or the Board of Directors shall fail to elect Executive to the office of Chief Executive Financial Officer of the Company. The Executive’s principal location , or shall remove him from either of employment such offices, other than as provided for in this Agreement, Executive shall be at 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 offices in Stamford, Connecticut's subsidiaries; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. (ii) During the Employment Term, the Executive shall devote substantially all of his business time and attention to the business and affairs of the Company and the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval of the Board, which approval shall not be unreasonably withheld, from serving required to serve as a an officer or director of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not any such subsidiary if such service would expose him to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parentpotential adverse financial consequences.

Position and Duties. (ia) During the Employment Term (as defined in Section 2 hereof), the Employee shall serve as the President 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 Executive Chairman (the “Chairman”) of the Board of Directors of the Company (the “Board”), the Vice Chairman of the Board (the “Vice Chairman”) and the Board shall designate from time to time that are not inconsistent with the Employee’s position as the President of the Company. The Employee shall report to the Chairman, the Vice Chairman and the Board. (b) During the Employment Term, the Executive shall serve as the Chief Financial Officer of the Company, with such duties and responsibilities as are commensurate with such position and as may be specified from time to time by the Board of Directors of Parent (the “Board”), and shall report to the Chief Executive Officer of the Company. The Executive’s principal location of employment shall be at the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. (ii) During the Employment Term, the Executive Employee shall devote substantially all of his the Employee’s business time time, energy and attention to the business and affairs of the Company skill and the Parent and use his reasonable Employee’s best efforts to faithfully perform his the performance of the Employee’s duties and responsibilitieswith the Company; but notwithstanding provided, that the foregoing, nothing in this Agreement foregoing shall preclude not prevent the Executive Employee from (i) from engagingserving Hayground Cove Asset Management LLC, consistent with his duties and responsibilities hereunderHayground Cove Capital Partners LLC or their respective affiliates (collectively, in charitable“Hayground”), educational and community affairs, including serving on so long as such service does not limit the board operations of directors of any charitable, educational or community organizationthe Company, (ii) from managing his personal passive investmentsserving 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, India Hospitality Corp. (collectively with its subsidiaries and affiliates, “IHC”) and Park Hill Tenants Corp. (collectively with its subsidiaries and affiliates, “PHTC”)) 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) upon approval of the Boardparticipating in charitable, which approval shall not be unreasonably withheldcivic, from educational, professional, community or industry affairs or serving as a director of another company; on advisory boards and committees, and (iv) managing the Employee’s passive personal investments; provided further, that without derogating from engaging the foregoing, in activities approved by no event shall the Board. The Executive agrees not Employee be obligated to take personal advantage devote any specific portion of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, his time to the Board for consideration by the Company and the ParentCompany’s affairs.

Position and Duties. (i) During the Employment Term, the Executive shall serve Employee will be employed as the Bank’s Senior Executive Vice President and Chief Financial Officer of Lending Officer. In those roles, he shall have the Company, with such duties and responsibilities as are commensurate with such position set forth in this Agreement and as may be specified from time in the By-Laws of the Bank, subject to time by the direction of the Board of Directors of Parent the Bank (the “Board”)) and the Bank’s Chief Executive Officer. As the Bank’s Senior Executive Vice President and Chief Lending Officer, Employee shall perform the duties of each such office as is customary in the commercial banking industry and such additional duties not inconsistent therewith, as may from time to time 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 shall report energy to the Chief Executive Officer business of the CompanyBank. The ExecutiveEmployee agrees to perform his duties conscientiously, efficiently and to the best of his ability. Except with the prior consent of the Bank’s principal location Board of employment shall Directors, Employee will not, during the term of this Agreement, engage directly or indirectly, in any other business activity that is or may be at competitive with or might place him in a competing position to that of the Company’s offices Bank or any company affiliated with the Bank. Notwithstanding the foregoing, Employee may (i) serve in Stamfordany capacity with any civic, Connecticuteducational or charitable organization, or any trade association, without seeking or obtaining approval by the Board, provided such activities and service do not materially interfere or conflict with the performance of his duties hereunder 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, that the Executive may be required under reasonable Employee shall not directly or indirectly acquire, hold, or retain any beneficial interest in any business circumstances to engage competing with or similar in business travel in connection with performing his duties under this Agreement. (ii) During the Employment Term, the Executive shall devote substantially all of his business time and attention nature to the business and affairs of the Company Bank except passive shareholder investments in other financial institutions and the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive their respective affiliates which do not exceed three percent (i3%) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval of the Board, which approval shall not be unreasonably withheld, from serving as outstanding voting securities in the aggregate in any single financial institution and its affiliates on a director of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parentconsolidated basis.

Position and Duties. (i) During 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 Term, the Executive shall serve as the Chief Financial Officer of the Company, with such duties and responsibilities as are commensurate with such position and as may be specified from time Period referred to time by the Board of Directors of Parent (the “Board”in Section 1(b), and shall report to the Chief Executive Officer of the Company. The Executive’s principal location of employment shall be at the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. (ii) During the Employment TermPeriod, Employee 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 of Holdco (the “CEO”); provided, that Employee shall have such other powers and perform such additional duties as may be assigned or delegated to Employee from time to time by the CEO. During the Employment Period, Employee shall at all times have the powers and authority commensurate with his position. (iii) At all times during the Employment Period, Employee agrees to (A) perform all services related to Employee’s employment hereunder faithfully and diligently and to discharge the responsibilities thereof to the best of Employee’s ability, (B) devote substantially all of his full business time and attention and energies to the business duties of Employee’s employment under this Agreement, and affairs of the Company and the Parent and (C) use his Employee’s reasonable best efforts to faithfully perform his duties promote the business of Holdco and responsibilities; but notwithstanding its Controlled Affiliates. Notwithstanding the foregoing, nothing in this Agreement shall preclude during the Executive (i) from engagingEmployment Period and thereafter, consistent with his duties Employee may continue to serve as a manager and/or on any board of directors, trustees of any business corporation, partnership or any charitable organization which he currently serves, each set forth on Annex A attached hereto, and responsibilities hereunder, in charitable, educational and community affairs, including serving on subject to the prior approval of the board of directors of ▇▇▇ Summer GP, LLC (the “Board”) during the Employment Period, Employee may accept appointment to serve on any charitable, educational board of directors or community organization, (ii) from managing his personal passive investments, (iii) upon approval of the Board, which approval shall not be unreasonably withheld, from serving as a director of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage trustees of any business opportunities relating to general shipping which may arise during organization or any charitable organization, so long as, in each case, (x) such activities do not, individually or in the Executiveaggregate, conflict or materially interfere with the performance of Employee’s employment duties or obligations hereunder which could reasonably be expected to be and (y) such business opportunities organization is not engaged in activities that compete with the Company business of Holdco or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parentany of its Controlled Affiliates.

Position and Duties. (i) During the Employment TermPeriod, the Executive shall serve as the Chief Financial Officer 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 or the Company, with such duties and responsibilities as are commensurate with such position and as may be specified from time to time by the Board 's board of Directors of Parent 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. Executive shall report to the Chief Executive Officer of the Company. The Executive’s principal location of employment shall be at the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. (ii) During the Employment Term, the Company and Executive shall devote substantially all his best efforts and of his full business time and attention to the business and affairs of the Company and its Subsidiaries. During the Parent and Employment Period, the Company shall use his its reasonable best efforts to faithfully perform his duties cause Executive to be elected or appointed to the Board and responsibilities; but notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on to the board of directors of any charitable, educational or community organization, Subsidiary in the North East Group and Central Plains Group. (ii) from managing his personal passive investmentsDuring the Employment Period, Executive shall have the authority, based upon the performance criteria set forth in Annex A attached hereto, ------- (iii) upon subject to Board approval of the Board, which approval shall not be unreasonably withheld, from serving as a director ) to allocate among certain key employees of another company; 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 (iv) from engaging in activities approved by the Board"Performance Options"). The Performance Options shall be subject to vesting in accordance with the terms set forth on Annex A ------- and shall be exercisable in accordance with the terms set forth on Annex A. ------- Executive agrees not shall be permitted to take personal advantage allocate a portion of any business opportunities relating the Performance Options to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parenthimself.

Position and Duties. (i) During the Employment Term, the Executive Employee shall serve as the Chief Financial Officer of the Company, with such duties President and responsibilities as are commensurate with such position and as may be specified from time to time by the Board of Directors of Parent (the “Board”), and shall report to the Chief Executive Officer of the Company. The Executive’s principal location In so doing, Employee shall have such powers and duties (including holding officer positions with one or more Subsidiaries of employment shall be at the Company’s offices in Stamford, Connecticut; provided, however, that the Executive ) as may be required under assigned from time to time by the Board, so long as such powers and duties are reasonable business circumstances and customary for president and chief executive officers of an enterprise comparable to engage in business travel in connection with performing his duties under this Agreementthe Company. Employee shall report to the Board. (ii) During the Employment Term, the Executive shall and excluding any periods of vacation and sick leave to which Employee is entitled, Employee agrees to devote substantially all of his Employee’s business time and attention to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to Employee hereunder, to (a) use Employee’s best efforts to perform diligently, faithfully, effectively and efficiently such responsibilities, (b) use Employee’s best efforts to promote the Parent and interests of the Company; (c) use his Employee’s reasonable best efforts to faithfully maintain Employer’s status as a participating provider under the Medicare and Medicaid programs; and (d) perform his such other duties and responsibilitiesappropriate 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 interests of the Company or requires any portion of Employee’s business time; but notwithstanding provided, however, that during the foregoingTerm, nothing in 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 preclude 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 (4) manage personal investments, so long as such activities do not materially interfere with the Executive (i) from engaging, consistent performance of Employee’s responsibilities as an employee of the Company in accordance with his duties this Agreement. Company hereby acknowledges and responsibilities hereunder, in charitable, educational and community affairs, including serving approves that Employee currently serves on the board of directors of any charitable, educational or community organization, (iiHorizon Health Corporation. Notwithstanding the provisions of this Sections 3(a)(ii) from managing his personal passive investments, and (iii), Employee may continue to fulfill his obligations to Select Medical Corporation, provided such obligations do not (A) upon approval interfere with the performance of Employee’s responsibilities as an Employee of the Board, which approval shall not be unreasonably withheld, from serving as a director of another company; Company in accordance with this Agreement and (ivB) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the Executiveviolate Employee’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunitiescovenants and obligations under this Agreement, including Sections 8, 9 and the material facts attendant thereto, to the Board for consideration by the Company and the Parent10.

Position and Duties. (i) During 4.1 The Executive is employed by the Employment Term, Employer in the Position and will be appointed by Parent Company to the same Positon in Parent Company. 4.2 The Executive shall serve as the Chief Financial Officer of the Company, with such will perform duties and have responsibilities as are commensurate consistent with such position the Position and as may be specified designated or assigned by the Employer from time to time by the Board of Directors of Parent (the “Board”), and shall report to the Chief Executive Officer of the Companytime. The Executive’s principal location of employment shall be at the Company’s offices initial duties and responsibilities are set out in Stamford, Connecticut; provided, however, that Schedule 2. 4.3 The Executive must report to the Executive Chairman of the Parent Company, or other position as may be required under nominated by the Employer or Parent Company from time to 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 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 business circumstances 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 engage fulfil the Duties in business travel 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; and (13) provide the Employer Board and Parent Company Board and Executive Chairman with information and reports: (a) about the affairs of the Employer, as the Employer Board and Parent Company Board may request from time to time; and (b) generally, so as to keep the Employer Board and Parent Company Board fully informed of all material developments in or relevant to the Employer’s affairs, within the scope of the Duties. 4.5 The Executive will not accept any payment or other benefit as an inducement or reward for any act or omission in connection with performing his duties under this Agreementany matter or business transacted by or on behalf of the Employer or any Group Company. (ii) During the Employment Term, the Executive shall devote substantially all of his business time and attention to the business and affairs of the Company and the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding the foregoing, nothing 4.6 Nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval of the Board, which approval shall not be unreasonably withheld, from serving as a director of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during clause 4 limits the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company duties of good faith or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, fidelity to the Board for consideration by the Company and the ParentEmployer.

Position and Duties. (i) During the Employment TermEngagement Period, Chairwoman will report to the Executive shall Board and (a) continue to serve as the Chief Financial Officer of the Company, with such duties and responsibilities as are commensurate with such position and as may be specified from time to time by the Board of Directors of Parent (the “Board”), and shall report to the Chief Executive Officer of Holdings and its Subsidiaries until April 1, 2014 or an earlier date as determined by the CompanyBoard (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. The Executive’s principal location of employment shall be at the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. (ii) During the Employment TermEngagement Period, the Executive shall Chairwoman will devote substantially all of his her best efforts and appropriate business time and attention to her role as Chief Executive Officer or Chairwoman of the Board (as applicable) and perform her duties and responsibilities to the best of her abilities in a diligent, trustworthy, businesslike and efficient manner. For the sake of clarity and subject to Section 8, Chairwoman shall be permitted to continue to perform such business and charitable activities (including her services for Rocky Mountain Children’s Law Center), as she desires, provided that Chairwoman’s performance of such activities does not interfere in a material manner with Chairwoman’s performance of her duties hereunder; and provided further that, without 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 any other manner engage in the business of providing cable television, Internet, data, telephony and affairs of other communications services (together with all reasonably related activities, the Company and the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive “Business”) other than (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board behalf of directors of Holdings or any charitable, educational Subsidiary or community organization, (ii) from managing his personal as a passive investments, (iii) upon approval owner of less than 5% of the Board, which approval shall not be unreasonably withheld, from serving as outstanding stock of a director of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage corporation of any class which is publicly traded, so long as Chairwoman has no direct or indirect participation in or managerial influence over the business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all of such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parentcorporation.

Position and Duties. (i) During the Employment TermUntil February 1, the 2003, Executive shall report to R▇▇ Sugar as a Corporate Vice President of Northrop Grumman Corporation as an elected officer. Effective February 1, 2003 and for the balance of the period of Executive’s employment by Company during the term hereof, Executive shall (a) serve as the Chief Financial Officer Company’s Corporate Vice President and President, Space Technology Sector, (b) shall be principally responsible for the Company’s Space Technology Sector, and (c) shall report to a member of the Company’s Office of the Chairman, with such duties and responsibilities as are commensurate with such position and as may member to be specified determined by the Company’s Chief Executive Officer from time to time. Notwithstanding the preceding sentence, the Company may change the Executive’s title and/or responsibilities from time by to time. In his capacity as Corporate Vice President and President, Space Technology Sector, Executive will serve on the Board Company’s Corporate Policy Council. Executive shall, during the course of Directors of Parent his employment during the term hereof: (a) attempt in good faith to do and perform all such acts and duties and furnish such services, all as commensurate with his position, as the “Board”)Company shall reasonably request, reasonably cooperate with the Company, and shall report attempt in good faith to do and perform all acts in the Chief Executive Officer ordinary course of the Company. The Executive’s principal location business reasonably necessary and conducive to the performance of employment shall be at the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement.hereunder;, and (iib) During the Employment Termdevote his full time, the Executive shall devote substantially all of his business time energy and attention skill to the business and affairs of the Company and to the Parent promotion of the Company’s best interests, except for vacations and use absences made necessary because of illness or other traditionally approved leave purposes; provided, that the foregoing shall not prevent Executive from managing his reasonable best efforts to faithfully perform and his duties and responsibilities; but notwithstanding the foregoingfamily’s personal investments, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities hereunder, being involved in charitable, educational civic and community affairs, professional activities (including serving on the board boards of directors of any charitablenot-for-profit organizations) and, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval with the consent of the BoardChief Executive Officer, which approval shall serving on the boards of directors of for-profit entities so long as such activities do not be unreasonably withheld, from serving as a director of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the materially interfere with Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parentperformance of his duties hereunder.

Position and Duties. (ia) During the Employment Term, the Executive shall shall, pursuant to the terms of this Agreement, serve as the President and Chief Financial Executive Officer of the Company, with such duties and responsibilities as are commensurate with such position shall report solely and as may be specified from time directly to time by the Board of Directors of Parent the Company (the “Board”), and shall report to the Chief Executive Officer of the Company. The Executive’s principal location of employment Executive shall be at the Company’s offices based in StamfordNew York, Connecticut; New York (but permitted to work remotely); provided, however, that the Executive may understands and agrees that she shall be required under reasonable to travel for business circumstances reasons, including to engage in business travel in connection with performing his duties under this Agreementthe Company’s headquarters and to other Company locations. (iib) During the Employment Term, the Executive shall devote be a full-time employee of the Company, shall dedicate substantially all of his business her working time and attention to the Company, and shall have no other employment or other business ventures that are undisclosed to the Company or that conflict with Executive’s duties under this Agreement. The Executive shall (i) have all authorities, duties and affairs responsibilities customarily exercised by an individual serving as President and Chief Executive Officer of a company the size and nature of the Company and Company; (ii) be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair her ability to discharge, the Parent and use his reasonable best efforts to faithfully perform his foregoing duties and responsibilities; but notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval serve as a member of the Board during the Term (and during the Term, the Board shall nominate the Executive for reelection to serve on the Board, which approval shall not be unreasonably withheld, from serving as a director of another company); and (iv) have such additional duties and responsibilities, consistent with the foregoing, as the Board may from time to time assign to her. (c) Notwithstanding the foregoing, nothing herein shall prohibit the Executive from (i) participating in trade associations or industry organizations that are related to the business of the Company, (ii) engaging in charitable, civic or political activities, (iii) engaging in personal investment activities approved by for the Executive and her family that do not give rise to any conflicts of interest with the Company or its affiliates, or (iv) with the prior approval of the Chairman of the Board. The Executive agrees , accepting directorships unrelated to the Company that do not give rise to take personal advantage any conflicts of any business opportunities relating to general shipping which may arise during interest with the Company or its affiliates, in each case so long as such interests do not materially interfere, individually or in the aggregate, with the performance of the Executive’s employment hereunder which could reasonably be expected duties hereunder. The Company acknowledges and approves the current activities of the Executive as heretofore disclosed to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parentin writing in connection with entry into this Agreement.

Position and Duties. (ia) During the Employment Term, the Executive shall serve as the Chief Financial Officer of the Company, Company or in such other position or positions with such a level of duties and responsibilities as are commensurate consistent with such the foregoing, which the Company and/or its subsidiaries and affiliates (collectively, the “Group”) and the Board of Directors of the Company (the “Board”) may specify from time to time, and shall have the duties, responsibilities and obligations customarily assigned to individuals serving in the position or positions in which the Executive serves hereunder and as may be specified assigned by the Board, or if authorized by the Board, by the Company’s Chief Executive Officer. (b) The Executive agrees to serve without additional compensation, if elected or appointed thereto, as a director of the Company or any member of the Group and as a member of any committees of the board of directors of any such entity, provided that the Executive is indemnified for serving in any and all such capacities on a basis no less favorable than is currently provided to any other director of any member of the Group. (c) The Executive agrees to devote all of his or her working time and efforts to the performance of his or her duties for the Company and to faithfully and diligently serve the Company in accordance with the Agreement and the guidelines, policies and procedures of the Company approved from time to time by the Board of Directors of Parent (Board. Without the “Board”), and shall report to the Chief Executive Officer consent of the Company. The Executive’s principal location of employment shall be at Board, during the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. (ii) During the Employment Term, the Executive shall devote substantially all of his business time and attention to the business and affairs of the Company and the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving will not serve on the board of directors directors, trustees or any similar governing body of any charitablefor-profit entity (with the exception of any entity which has been disclosed to the Company on a list provided to the Company by the Executive coincident with the execution of this Agreement). Notwithstanding the above, educational the Executive will be permitted, to the extent such activities do not interfere with the performance by the Executive of his or community organizationher duties and responsibilities hereunder or violate Section 8(a), (b), or (c) of this Agreement, to (i) manage the Executive’s (and his or her immediate family’s) personal, financial and legal affairs, and (ii) from managing his personal passive investmentsserve, (iii) upon with the prior approval of the Board, which approval shall not be unreasonably withheld, from serving as a director of another company; on civic or charitable boards or committees (it being expressly understood and (iv) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during agreed that the Executive’s employment hereunder continuing to serve on the boards and/or committees on which could reasonably be expected the Executive is serving, or with which the Executive is otherwise associated, as of the Effective Date (each of which has been disclosed to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, on a list provided to the Board for consideration Company by the Company Executive coincident with the execution of this Agreement), will be deemed not to interfere with the performance by the Executive of his or her duties and the Parentresponsibilities under this Agreement).

Position and Duties. (i) During the Employment Term, the The Executive shall serve as the Chief Financial Officer of the Company, with such duties and responsibilities as are commensurate with such position and as may be specified from time to time by the Board of Directors of Parent (the “Board”), and shall report to the Chief Executive Officer of the Company, reporting solely and directly to the Board, all senior executives of the Company shall report to the Executive (except as otherwise determined by the Board), and the Executive shall have the customary powers, duties, and responsibilities of a chief executive officer of a public technology company, as well as all other powers and duties as may from time to time be prescribed by the Board in its discretion based on the business needs of the Company. The Executive’s principal location During the Term, the Executive shall continue to serve as a member of employment shall be at the Board and, to the extent requested by the Board, provide similar services to one or more of the Company’s offices in Stamforddirect or indirect parent companies, Connecticut; providedsubsidiaries or affiliates (whether as a director, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. (ii) During the Employment Term, the officer or otherwise). The Executive shall devote substantially all of his business the Executive’s working time and attention efforts to the business and affairs of the Company and the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding the foregoing, nothing in this Agreement shall preclude the Company. The Executive (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving may only serve on the board other boards of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon with the approval of the Board, which approval shall not be unreasonably conditioned, delayed or withheld, from serving provided such other entities are not competitors of the Company. In addition, the Executive may engage in religious, charitable or other community activities as a director long as such services and activities are disclosed to the Board and would not reasonably be expected to interfere with the Executive’s performance of another company; his duties to the Company in any material respect, and (iv) from engaging the Executive may manage his personal investments. Notwithstanding the foregoing and for the avoidance of doubt, the Executive may continue to engage in the activities set forth on Exhibit A hereto, which have been pre-approved by the BoardBoard as part of the approval of this Agreement. The Executive’s principal place of work shall be the Executive’s home office in Dallas, Texas, with visits to the Company’s offices and such business travel as may be reasonably required by the Board; provided that the Executive is authorized to perform his services for the Company from a location or locations of his choosing, so long as he fulfills the duties and requirements of his position and remains accessible during the Company’s regular business hours and as reasonably required outside of such hours to fulfill his duties hereunder. For the avoidance of doubt, the Executive agrees not to take personal advantage pursue a Change in Control (as defined in the Plan (as defined below)) of the Company prior to the end of the Term that is not at the express direction of the Company’s Board of Directors; provided that the foregoing shall not restrict the Executive from taking any business opportunities relating to general shipping which may arise during actions that might be reasonably required by the Executive’s employment hereunder which could reasonably be expected to be business opportunities that fiduciary duties as Chief Executive Officer of the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the ParentCompany.

Position and Duties. (i) During the Employment TermPeriod, the Executive shall serve as the President and Chief Financial Executive Officer of the Company, with such duties and responsibilities as are commensurate with such position shall report solely and as may be specified from time directly to time by the Board of Directors of Parent the Company (the “Board”), and shall report . Subject to the following two sentences, the Executive shall have those powers and duties normally associated with the positions of President and Chief Executive Officer of entities comparable to the Company, including, without limitation, oversight and management of the Company’s (i) corporate and investor relations functions, (ii) live entertainment promotions and venue operations businesses, (iii) ticketing and digital/online businesses and (iv) all other businesses and operating units of the Company other than those specifically identified in the following sentence. The Executive acknowledges that the Executive Chairman of the Company (the “Executive Chairman”) shall have primary responsibility for the Company’s (i) artist services businesses (including merchandising, websites, fan sites, VIP ticketing, e-commerce, sponsorships and related businesses) and (ii) artist management business (including serving in the capacity as Chief Executive Officer of Front Line Management Group, Inc.). The Executive and the Executive Chairman shall have shared responsibility for the Company’s business development, strategic decisions and overall policies. The Executive shall devote as much of his working time, attention and energies during normal business hours (other than absences due to illness or vacation) to satisfactorily perform his duties for the Company. The Executive’s principal location of employment shall be at Notwithstanding the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. (ii) During the Employment Termabove, the Executive shall devote substantially all of his business time and attention be permitted, to the business and affairs of extent such activities do not substantially interfere with the Company and the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding the foregoing, nothing in this Agreement shall preclude performance by the Executive (i) from engaging, consistent with of his duties and responsibilities hereunderhereunder or violate Section 11 hereof, in charitableto (i) manage the Executive’s personal, educational financial and community legal affairs, including serving on the board of directors of any charitable, educational or community organization, (ii) from managing serve on civic or charitable boards or committees (it being expressly understood and agreed that the Executive’s continuing to serve on any such boards and/or committees on which the Executive is serving, or with which the Executive is otherwise associated, as of the Effective Date shall be deemed not to interfere with the performance by the Executive of his personal passive investments, duties and responsibilities under this Agreement) and (iii) upon approval deliver lectures or fulfill speaking engagements. During the Employment Period, for so long as the Executive remains an officer of the Company, the Board shall also nominate the Executive to serve as a member of the Board, which approval shall not be unreasonably withheld, from serving as a director of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parent.

Position and Duties. During the Employment Period, you will (i) During the Employment Term, the Executive shall serve as the Vice President - Finance and Chief Financial Officer of the CompanyCompany and will have the usual and customary duties, with responsibilities and authority of a person in such positions and such other duties and responsibilities as are commensurate with such position and as may be specified from time assigned to time you by the Board of Directors of Parent the Company (the “Board”), and shall report to ) and/or the Chief Executive Officer of the Company. The Executive’s principal location of employment shall be at Company (the Company’s offices “CEO”), in Stamfordeither case, Connecticut; providedwhich are consistent with your position, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. and (ii) During the Employment Term, the Executive shall devote substantially all of his business time provide advice and attention assistance to the business CEO and affairs Board with respect to (A) soliciting and developing relationships with prospective investors and broker-dealers, (B) evaluating and negotiating the terms and conditions for completing a project intended to result in the consummation of a private placement of shares of the common stock of the Company for gross proceeds of between $20 million and $40 million (the Parent “PPO”), (C) appropriate documentation, including a private placement memorandum and use his reasonable best efforts stock purchase agreement (the “PPO Documents”), (D) the disclosures and appropriate language to faithfully perform his duties be contained in the PPO Documents, (E) marketing and responsibilities; but notwithstanding other strategies with respect to the foregoing, nothing in this Agreement shall preclude PPO and (F) other general advice regarding the Executive (i) from engaging, consistent with his duties PPO and responsibilities hereundersuch other matters as the Company may, in charitableits sole discretion, educational request (collectively, the “Private Offering Services”). In providing the Private Offering Services, you will (x) follow all directives given to you by, and community affairsnot take any action without the express written approval of, including serving on the board of directors of CEO or Board with respect to all matters relating to the Private Offering Services and (z) not act in any charitable, educational manner or community organization, (ii) from managing his personal passive investments, (iii) upon approval of the Board, take any action which approval shall not would require you to be unreasonably withheld, from serving registered as a director broker or be an affiliated person of another company; and (iv) from engaging in activities approved a broker registered under the Securities Exchange Act of 1934, as amended. You will report directly to the CEO, unless otherwise directed by the Board. The Executive agrees not You will devote your full working time (the “Contractual Required Work Time”), efforts and attention to, and shall diligently and conscientiously perform the duties of, such positions. In addition to take personal advantage of 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 business opportunities relating to general shipping subsidiaries and/or affiliates which may arise during the Executive’s employment hereunder which could reasonably be expected formed or acquired from time to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose time including, but not limited to, Tyme Inc., a Delaware corporation, and Luminant Biosciences, LLC (collectively, all such opportunities, and subsidiaries and/or affiliates shall be referred to as the material facts attendant thereto, to the Board for consideration by the Company and the Parent“Affiliates”).

Position and Duties. (ia) The Board of Directors of the Company has appointed Employee as President and Chief Executive Officer of the Company. (b) During the Employment TermPeriod, Employee shall report to the Executive shall serve as the Chief Financial Officer Board of Directors of the Company, with such . Employee's services will be performed at the location designated by the Board of Directors. (c) The duties and responsibilities as are commensurate with such position and as may of Employee shall be specified from time those assigned to time Employee by the Board of Directors of Parent the Company. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the “Board”), Employment Period he shall devote his full business time to his responsibilities as described herein and shall report perform such responsibilities faithfully and efficiently and to the Chief Executive Officer best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while in the employment of the Company. The Executive’s principal location of employment shall be at , without prior written permission from the Company’s offices in Stamford. Notwithstanding the foregoing, Connecticut; providedEmployee may serve on corporate, howevercivic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, that the Executive may be required under reasonable lodging, entertainment and other business circumstances to engage in business travel expenses incurred by him in connection with performing his duties under this Agreement. (ii) During the Employment Term, the Executive shall devote substantially all of his business time and attention to the business and affairs of the Company and the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval of the Board, which approval shall not be unreasonably withheld, from serving as a director of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunitiesCompany's business, and the material facts attendant thereto, to the Board for consideration Employee shall keep such receipts and maintain such records as required by the Company and the Parentpolicy.

Position and Duties. (i) During the Employment Term (as defined below), from the Effective Date until July 1, 2018, ▇▇▇▇▇▇▇ shall serve as Executive Vice President and shall report to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, the Chief Executive Officer of Employer, and from July 1, 2018 through the remainder of the Term, the Executive ▇▇▇▇▇▇▇ shall serve as the Chief Financial Executive Officer of Employer and shall report to ▇▇▇ ▇▇▇▇▇ ("▇▇▇▇▇") and the CompanyBoard of Directors (the "Board") of Marquis Affiliated Holdings., with LLC, "Holdings". While he is Executive Vice President, ▇▇▇▇▇▇▇ shall "shadow" the Chief Executive Officer and upon mutual agreement of ▇▇▇▇▇▇▇ and the Chief 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 responsibilities such other duties as are commensurate customarily performed by executive vice presidents and chief executive officers, as the case may be, of comparable companies in the same or similar industry as the Marquis Business, together with such position and other duties as may be specified reasonably required from time to time by the Board of Directors of Parent (the “Board”), and shall report to the Chief Executive Officer of the Company. The Executive’s principal location of employment shall be at the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. (ii) During the Employment Term, the Executive shall devote substantially all of his business time and attention to the business and affairs of the Company and the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board of directors of any charitable, educational ▇▇▇▇▇ or community organization, (ii) from managing his personal passive investments, (iii) upon approval of the Board, which approval 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 should be brought to Isaac's and the Board's attention. ▇▇▇▇▇▇▇ shall see that all resolutions and orders of the Board are carried into effect, and in connection with the foregoing, shall be authorized to delegate to the other officers and employees of, or consultants to, Employer such of his powers and duties as he deems advisable. ▇▇▇▇▇▇▇ shall, if requested, also serve as an officer or director of any subsidiary of Marquis for no additional compensation, provided that service as an officer or director of any such subsidiary shall not substantially expand the duties of ▇▇▇▇▇▇▇ under this Agreement. ▇▇▇▇▇▇▇'▇ principal place of work shall be unreasonably withheld▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, from serving as a director of another company; and (iv) from engaging in activities approved ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, unless otherwise mutually agreed by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parentparties.

Position and Duties. (i) During the Employment Term, the Executive Employee shall serve as the Chief Financial Officer Senior Vice President — Sales and Marketing of the Company. In so doing, Employee shall have such powers and duties (including holding officer positions with such duties and responsibilities as are commensurate with such position and one or more Subsidiaries of the Company) as may be specified assigned from time to time by the Board Board, so long as such powers and duties are reasonable and customary for a senior vice president — sales and marketing of Directors of Parent (an enterprise comparable to the “Board”), and Company. Employee shall report to the Chief Executive Operating Officer of the Company. The Executive’s principal location Company or to such other executive officer of employment shall be at the Company’s offices in Stamford, Connecticut; provided, however, that Company as the Executive Board may be required under reasonable business circumstances from time to engage in business travel in connection with performing his duties under this Agreementtime determine after the date hereof (the “Reporting Officer”). (ii) During the Employment Term, the Executive shall and excluding any periods of vacation and sick leave to which Employee is entitled, Employee agrees to devote substantially all of his Employee’s business time and attention to the business and affairs of the Company and and, to the Parent and extent necessary to discharge the responsibilities assigned to Employee hereunder, to (a) use his reasonable Employee’s best efforts to faithfully perform his 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 responsibilitiesappropriate for Employee’s position as the Board or the Reporting Officer may from time to time reasonably direct. (iii) Employee shall not engage, directly or indirectly, in any other business, investment, or activity that interferes with the performance of Employee’s duties under this Agreement, is contrary to the interests of the Company or requires any portion of Employee’s business time; but notwithstanding provided, however, that during the foregoingTerm, nothing in it shall not be a violation of this Agreement shall preclude the Executive for Employee to (i1) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving serve on the board of directors (or similar governing body) of any charitable, educational one or community organization, more other companies that do not engage in a Competing Business if the Board has provided prior approval (ii) from managing his personal passive investments, (iii) upon approval of the Board, which approval shall not be unreasonably withheld) for such service, from serving as a director of another company; (2) serve on corporate, civic, charitable or industry sector association boards or committees, (3) deliver lectures or fulfill speaking engagements and (iv4) from engaging in manage personal investments, so long as such activities approved by do not materially interfere with the Board. The Executive agrees not to take personal advantage performance of any business opportunities relating to general shipping which may arise during the ExecutiveEmployee’s employment hereunder which could reasonably be expected to be business opportunities that responsibilities as an employee of the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parentin accordance with this Agreement.

Position and Duties. (i) 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 Executive shall Employee will serve as the Chief Financial Officer of the CompanyCompany and the Senior Vice President of the Employer, with and shall at all times report directly to the Chief Executive Officer of Holdco (the “CEO”); provided, that Employee shall have such other powers and perform such additional duties and responsibilities as are commensurate with such position and as may be specified assigned or delegated to Employee from time to time by the Board CEO. During the Employment Period, Employee shall at all times have the powers and authority commensurate with his position. (iii) At all times during the Employment Period, Employee agrees to (A) perform all services related to Employee’s employment hereunder faithfully and diligently and to discharge the responsibilities thereof to the best of Directors Employee’s ability, (B) devote his full business time and attention and energies to the duties of Parent 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 the Employment Period and thereafter, Employee may continue to serve as a manager and/or on any board of directors, trustees of any business corporation, partnership or any charitable organization which he currently serves, each set forth on Annex A attached hereto, and subject to the prior approval of the board of directors of ▇▇▇ Summer GP, LLC (the “Board”), and shall report to the Chief Executive Officer of the Company. The Executive’s principal location of employment shall be at the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. (ii) During during the Employment TermPeriod, the Executive shall devote substantially all of his business time and attention Employee may accept appointment to the business and affairs of the Company and the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving serve on the any board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval of the Board, which approval shall not be unreasonably withheld, from serving as a director of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage trustees of any business opportunities relating to general shipping which may arise during organization or any charitable organization, so long as, in each case, (x) such activities do not, individually or in the Executiveaggregate, conflict or materially interfere with the performance of Employee’s employment duties or obligations hereunder which could reasonably be expected to be and (y) such business opportunities organization is not engaged in activities that compete with the Company business of Holdco or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parentany of its Controlled Affiliates.

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 and, at the request of the Board of Directors (the “Board”) of Cambium Networks Corporation (“Parent”), as an officer or director of any parent entity of the Company or any subsidiary of the Company or such parent entity, in any case, without additional compensation. 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 position as Chief Executive Officer of the Company. Except as otherwise mutually agreed upon by Company and Employee, the Employee’s principal place of 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 Executive Employee shall serve as the Chief Financial Officer devote all of the Employee’s business time, energy, 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 (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 and responsibilities as are commensurate with hereunder or create a potential business or fiduciary conflict. (c) The Board shall take such position and action as may be specified from time necessary to time by appoint Employee as a member of the Board of Directors of Parent (the “Board”), and shall report to the Chief Executive Officer as of the CompanyEffective Date (as defined in Section 2 hereof). The Executive’s principal location of employment shall be at the Company’s offices in StamfordThereafter, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. (ii) During during the Employment Term, the Executive Board shall devote substantially all of his business time and attention to nominate the business and affairs Employee for re-election as a member of the Company Board at the expiration of the then-current director term and the Parent and shall use his reasonable its best efforts to faithfully perform his duties and responsibilities; but notwithstanding secure such election, provided that the foregoing, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval of the Board, which approval foregoing shall not be unreasonably withheldrequired to the extent prohibited by legal or regulatory requirements. For the avoidance of doubt, from serving as a director Employee acknowledges that Employee’s term of another company; and (iv) from engaging in activities approved continued Board service shall be subject to approval by the Board. The Executive agrees not to take personal advantage shareholders of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parentat its 2024 Annual Meeting of Shareholders.

Position and Duties. (i) During From the Employment Termdate of this Agreement through the Closing, the Executive shall serve as the Chief Financial Officer of the CompanyCompany reporting to the Chief Executive Officer of the Company until the Closing, with such duties and responsibilities as are commensurate with such position and as may be specified from time to time by the Board of Directors of Parent (the “Board”, provided, that from and after the Closing, the “Board” shall refer to the Board of Directors of Merger Parent). (ii) During the Employment Term from and after the Closing, the Executive shall serve as Senior Advisor to Merger Parent and shall report solely and directly to the Chief Executive Officer one or both of the CompanyCo-Chief Financial Officers of Merger Parent or such other executive of ▇▇▇▇▇▇ ▇▇▇▇▇▇ as may be mutually agreed by the Executive and Merger Parent or the Company (the “Supervisor”). The As Senior Advisor, the Executive will perform such duties and responsibilities as may be reasonably assigned from time to time by the Supervisor to aid in the transition of the Company as a wholly owned subsidiary of Merger Parent (the “Transition Services”). (iii) During the Employment Term, the Executive’s principal location of employment shall be at the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this AgreementAgreement consistent with past practice prior to the Closing. (iiiv) During the Employment Term, the Executive shall devote substantially all of his business time and attention to the business and affairs of the Company and the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval of the Board, which approval shall not be unreasonably withheld, from serving as a director of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parent.

Position and Duties. (i) During the Employment TermPeriod, the Executive shall serve as the Chief Financial Officer 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 or the Company, with such duties and responsibilities as are commensurate with such position and as may be specified from time to time by the Board 's board of Directors of Parent 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. Executive shall report to the Chief Executive Officer of the Company. The Executive’s principal location of employment shall be at the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. (ii) During the Employment Term, the Company and Executive shall devote substantially all his best efforts and of his full business time and attention to the business and affairs of the Company and its Subsidiaries. During the Parent and Employment Period, the Company shall use his its reasonable best efforts to faithfully perform his duties cause Executive to be elected or appointed to the Board and responsibilities; but notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on to the board of directors of any charitable, educational or community organization, Subsidiary in the North East Group and Central Plains Group. (ii) from managing his personal passive investmentsDuring the Employment Period, Executive shall have the authority, based upon the performance criteria set forth in Annex A attached ------- hereto, (iii) upon subject to Board approval of the Board, which approval shall not be unreasonably withheld, from serving as a director ) to allocate among certain key employees of another company; 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 (iv) from engaging in activities approved by the Board"PERFORMANCE OPTIONS"). The Performance Options shall be subject to vesting in accordance with the terms set forth on Annex A and ------- shall be exercisable in accordance with the terms set forth on Annex A. ------- Executive agrees not shall be permitted to take personal advantage allocate a portion of any business opportunities relating the Performance Options to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parenthimself.

Position and Duties. (i) During The Executive, during the Employment TermPeriod of Employment, shall be the Executive shall serve as the Chief Financial Officer Chairman of the CompanyBoard, with such duties shall have the power and responsibilities as are commensurate with such position and as may be specified from time to time by the Board of Directors of Parent (the “Board”)authority outlined below, and shall report only to the Chief Executive Officer of the Company. The Executive’s principal location of employment shall be at the Company’s offices in StamfordBoard, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. (ii) During the Employment Term, the Executive shall devote substantially all of his business sufficient working time and attention efforts to the business and affairs of the Company Company, and shall have such other powers and duties as may from time to time be prescribed by the Parent and use Board, provided that such duties are consistent with his reasonable best efforts to faithfully perform his present duties and responsibilities; but notwithstanding with the foregoingExecutive's position as a senior executive officer in charge of the general management of the Company. Upon designation of the Company's President as Chief Executive Officer, nothing in this Agreement shall preclude the Executive shall have sole responsibility and authority with respect to the following specified areas: (i) selecting and appointing the individual(s) to serve in, or to be removed from, the offices of Chief Executive Officer, President, Chief Financial Officer, Executive Vice Presidents, General Counsel, Secretary and Treasurer and (subject to appropriate charter amendment confirming the Executive's authority to fill such vacancies) to fill any director vacancies created in the event any such removal from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board of directors of any charitable, educational or community organizationoffice, (ii) from managing his personal passive investmentsrecommending to the Board individuals for election to, or removal from, the Board itself, (iii) upon approval of recommending to the Compensation Committee to the Board, or as applicable, to the Special Compensation Committee to the Board, salary, bonus, stock option and other compensation matters for such officers, (iv) approval of acquisitions to the extent authority has previously been granted by the Board to the Executive in his capacity as the member of the Special Transactions Committee (except to the extent the Executive had previously delegated authority to the President with respect to such acquisitions which do not exceed $25 million in total consideration), (v) spending commitments in excess of $5 million, and (vi) approval of expense reports for the CEO and CFO. With respect to the responsibility and authority of Executive referenced in sub-clause (ii) regarding recommending to the Board individuals for election to the Board, the Board shall not annually designate the Executive to serve as a one-person Nominating Committee for the Board charged with recommending to the Board charged with recommending to the Board (x) a slate of director nominees proposed for election at each annual meeting of stockholders and (y) director nominees proposed to be unreasonably withheld, elected by the remaining directors or by the stockholders at a special meeting to fill any vacancies on the Board resulting from a loss of one or more directors (other than vacancies resulting from removal from office of an officer who was also serving as a director of another company; and (iv) from engaging in activities approved director, which vacancy shall be filled by the BoardExecutive). The Executive agrees not to take personal advantage of In the event any business opportunities relating to general shipping which may arise time during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that Period of Employment the current President of the Company no longer occupies such office or no longer carries the Parent might pursue. The title of "Chief Executive Officer", any and all powers, duties and authority and such title of "Chief Executive Officer" shall, automatically and without further agrees to disclose all such opportunitiesaction, and the material facts attendant thereto, revert to the Board for consideration by the Company Executive until a successor is duly appointed and the Parentqualified.

Position and Duties. (ia) During the Employment Term (as defined in Section 2 hereof), the Employee shall serve as the Executive Chairman 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 Board of Directors of the Company (the “Board”) shall designate from time to time that are not inconsistent with the Employee’s position as the Executive Chairman of the Company. The Employee shall report to the Board. (b) During the Employment Term, the Executive Employee shall serve devote such portion of his time to the Company’s affairs as is necessary to enable the Chief Financial Officer Company to effectively operate the Company’s business 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 Hayground Cove Asset Management LLC, Hayground Cove Capital Partners, Western Liberty Bancorp, India Hospitality Corp. or their respective affiliates, so long as such service does not, in any material way, limit the operations of the Company, with such duties and responsibilities as are commensurate with such position and as may be specified from time to time by the Board of Directors of Parent (the “Board”), and shall report to the Chief Executive Officer of the Company. The Executive’s principal location of employment shall be at the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. (ii) During the Employment Term, the Executive shall devote substantially all of his business time and attention to the business and affairs of the Company and the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board boards of directors of any charitableorganizations on whose boards of directors he currently sits that have been disclosed to the Board (including, educational without limitation, Las Vegas Sands Corp.) or community organizationthose of non-profit organizations and, with the prior written approval of the Board (iior the applicable committee(s) from managing his personal passive investmentsthereof) in each instance, other for-profit companies, (iii) upon approval of the Boardparticipating in charitable, which approval shall not be unreasonably withheldcivic, from educational, professional, community or industry affairs or serving as a director of another company; on advisory boards and committees, and (iv) managing the Employee’s passive personal investments; provided further, that without derogating from engaging the foregoing, in activities approved by no event shall the Board. The Executive agrees not Employee be obligated to take personal advantage devote any specific portion of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, his time to the Board for consideration by the Company and the ParentCompany’s affairs.

Position and Duties. (i) During the Employment Term, the Executive shall serve 2.1 Employer hereby agrees to employ Employee as the Chief Financial Legal and Administrative Officer of TKO, subject to the Companyterms, with conditions and provisions of this Agreement. Employee shall report directly to the President or Chief Operating Officer of TKO (currently ▇▇▇▇ ▇▇▇▇▇▇▇) or any successor position thereto. 2.2 Employee accepts such duties employment and responsibilities agrees to render services as are commensurate with such position provided herein, all of which services shall be performed conscientiously and as may be specified from to the fullest extent of Employee’s ability. Employee shall devote a substantial portion of Employee’s business time to time by the Board of Directors of Parent Employer Group during the Term (the “Board”as defined in Subsection 4.1 below), and shall report to the Chief Executive Officer of the Company. The Executive’s principal location of employment shall be at the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. (ii) During the Employment Term, the Executive shall devote substantially all of his business time and attention to the business and affairs of the Company and the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding the foregoingprovided that, nothing in this Agreement shall preclude prohibit or otherwise limit Employee from (a) continuing to provide services in his role and position at Endeavor Group Holdings, Inc., Endeavor Operating Company, LLC and their respective subsidiaries (other than the Executive Employer Group), as may be modified from time to time; or (ib) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on as a member of the board of directors of any charitable, educational educational, religious, public interest or community organization, public service organization (ii) from managing his personal passive investments, (iii) upon approval but not as a member of the Board, which approval shall board of directors of a “for-profit” entity not be unreasonably withheld, from serving as a director part of another company; and (iv) from engaging in activities the Employer Group unless approved by Employer), in each instance not inconsistent with the Board. The Executive agrees not to take personal advantage business practices and policies of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company Employer Group, or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, from devoting reasonable periods of time to the Board for consideration by activities of the Company aforementioned organizations, unless such activities interfere in any material respect with the performance of Employee’s duties and responsibilities hereunder to the ParentEmployer Group. 2.3 During the Term, Employee’s principal place of employment will be located in New York County. Employee understands that this position requires business travel and Employee will travel as is reasonably necessary to perform his duties.

Position and Duties. (ia) During the Employment Term, the Executive shall, pursuant to the terms of this Agreement, continue to serve as the [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 the Company, and shall continue to report directly to the [Board of Directors of the Company (the “Board”)]1[Company’s Chief Executive Officer (the “Chief Executive Officer”)]2,3,4,5. (b) During the Term, the Executive shall serve as the Chief Financial Officer be a full-time employee of the Company, shall dedicate substantially all of his working time to the Company, and shall have no other employment or other business ventures that are undisclosed to the Company or that conflict with such Executive’s duties under this Agreement. The Executive shall (i) have all authorities, duties and responsibilities 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 commensurate materially inconsistent with, or that materially impair his ability to discharge, the foregoing duties and responsibilities; and (iii) have such additional duties and responsibilities, consistent with such position and the foregoing, as the [Board]1[Chief Executive Officer of the Company]2,3,4,5 may be specified from time to time by the Board of Directors of Parent (the “Board”), and shall report assign to the Chief Executive Officer of the Company. The Executive’s principal location of employment shall be at the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreementhim. (iic) During the Employment Term, the Executive shall devote substantially all of his business time and attention to the business and affairs of the Company and the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding Notwithstanding the foregoing, nothing in this Agreement herein shall preclude prohibit the Executive from (i) from engaging, consistent with his duties and responsibilities hereunder, participating in charitable, educational and community affairs, including serving on trade associations or industry organizations that are related to the board business of directors of any charitable, educational or community organizationthe Company, (ii) from managing his personal passive investmentsengaging in charitable, civic or political activities, (iii) upon engaging in personal investment activities for the Executive and his family that do not give rise to any conflicts of interest with the Company or its affiliates, or (iv) with the prior approval of the Board[Board]1[Chief Executive Officer]2,3,4,5, which approval shall accepting directorships unrelated to the Company that do not be unreasonably withheldgive rise to any conflicts of interest with the Company or its affiliates, from serving in each case so long as a director such interests do not materially interfere, individually or in the aggregate, with the performance of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursueduties hereunder. The Company acknowledges and approves the current activities of the Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parentas set forth on Schedule 1 hereto.

Position and Duties. (ia) During Employee will continue to be employed pursuant to the Employment Term2020 Agreement until November 1, the Executive shall serve 2021 or such other date as the Chief Financial Officer Company and Employee may agree (the "COO Start Date"). As of the CompanyCOO Start Date, with such duties and responsibilities as are commensurate with such position and as may be specified from time to time Employee will commence employment by the Board of Directors of Parent (the “Board”)Company on a full time basis as its Chief Operating Officer, and shall report reporting to the President and Chief Executive Officer (“CEO”) of the Company. The ExecutiveThis is an exempt position. During Employee’s principal location employment, Employee may be asked from time to time, to serve as a director or officer of employment shall be at one or more of the Company's subsidiaries, in each case, without further compensation. If Employee’s offices 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 Stamford, Connecticut; provided, however, that each case unless otherwise agreed in writing by the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this AgreementCompany and Employee. (iib) 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 Executive shall Company, Employee will devote substantially all of his Employee’s full business time and attention best efforts, business judgment, skill and knowledge to the advancement of the business and affairs interests of the Company and to the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his discharge of all assigned duties and responsibilities hereunderfor them. Notwithstanding the preceding sentence, in charitablethe Company acknowledges and agrees that, educational and community affairs, including serving on for the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval duration of the BoardTerm, which approval 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 shall not be unreasonably withheld, from serving as a director of another company; and (iv) from engaging in activities approved entitled to any additional compensation by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during Company for the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunitiesPhysician Services, and the material facts attendant theretoCompany acknowledges and agrees that Employee shall be entitled to compensation from third parties for Employee’s provision of Physician Services. (c) Employee agrees that, to the Board for consideration while employed by the Company, Employee will comply with all Company policies, practices and the Parentprocedures and all codes of ethics or business conduct applicable to Employee’s position, as in effect from time to time.

Position and Duties. (ia) During From the Employment TermCommencement Date through August 31, the 2022, Executive shall serve in a non-executive advisory capacity. Effective as of September 1, 2022, Executive shall serve as the Chief Financial Officer of the Company, with such duties President and responsibilities as are commensurate with such position and as may be specified from time to time by the Board of Directors of Parent (the “Board”), and shall report to the Chief Executive Officer of the Company, reporting solely and directly to the Board. The Executive’s principal location of employment Executive shall have such responsibilities, duties, and authority as are commensurate with her status as President and Chief Executive Officer as may from time to time be at determined or directed by the Company’s offices in StamfordBoard. Except as contemplated by Section 2(c) or as otherwise approved by the Board, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. (ii) During the Employment Term, the Executive shall devote substantially all of his business her full working time and attention efforts to the business and affairs of the Company and its respective subsidiaries and affiliates. (b) Upon the Parent request of the Board, the Executive shall also serve as an officer or director of subsidiaries and use his reasonable best efforts affiliates of the Company. Contemporaneously with the termination of Executive’s employment for any reason, Executive shall automatically resign from all offices and positions she holds with the Company or any subsidiary without any further action on the part of Executive or the Company; provided, however, that Executive agrees to faithfully perform his duties and responsibilities; but notwithstanding execute any additional documents required or requested by the foregoingCompany with respect to such resignations. (c) Anything herein to the contrary notwithstanding, nothing in this Agreement shall preclude Executive from engaging in the Executive following activities: (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board of directors of any charitableone other public company or substantial private company, educational or community organizationif such service does not conflict with her fiduciary duty to the Company, subject to the approval of the Board, (ii) from managing his personal passive investmentsserving as an advisor to no more than two private companies, with a minimal aggregate time commitment, if such service does not conflict with her fiduciary duty to the Company (iii) upon serving on the board of directors of a reasonable number of trade associations and/or charitable organizations, subject to the advance approval of the Board, which approval shall not be unreasonably withheld, from serving as a director of another company; and (iv) from engaging in charitable activities approved by the Board. The Executive agrees not to take and community affairs, and (v) managing her personal advantage of any business opportunities relating to general shipping which may arise during the investments and affairs, provided that Executive’s employment hereunder which could reasonably activities pursuant to clauses (i), (ii), (iii) (iv) or (v) do not violate Section 7 below or materially interfere with the proper performance of her duties and responsibilities under this Agreement. Executive shall at all times be expected subject to, observe and carry out such rules, regulations, policies, directions, and restrictions as the Company may from time to be business opportunities that time establish for officers of the Company or employees generally, including the Parent might pursue. The Executive further agrees to disclose all such opportunitiesFoot Locker, and the material facts attendant thereto, to the Board for consideration by the Company and the ParentInc. Corporate Governance Guidelines.

Position and Duties. (i) During the Employment Term, Period: (A) the Executive shall serve as the Chief Financial Executive Officer of Capital Group Partners, Inc. (“CGP”) and will be appointed as a member and the CompanyChairman 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 such duties duties, authorities and responsibilities as are commensurate with such position titles and as may offices; and (B) the Executive’s services shall primarily be specified from time performed in Denver, Colorado, although Executive agrees to time by the Board of Directors of Parent (the “Board”), and shall report travel to the Chief extent reasonably necessary to perform his duties hereunder. Except as otherwise specifically provided in this Agreement, Executive Officer 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 Company. The Executive’s principal location of employment shall be at the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this AgreementEffective Date. (ii) During the Employment TermPeriod Executive shall report to the Company’s Chief Executive Officer (“CEO”) and may, at Executive’s election, serve as a member of the Company’s Executive Committee or the successor body, if any, thereto. During the Employment Period, Employee’s job duties shall encompass only matters relating to CGP, excepting only such incidental tasks as may be assigned to him from time to time by the Company’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 CGP Disposition Executive 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. (iii) During the Employment Period, and excluding any periods of disability and vacation and sick leave to which the Executive is entitled, the Executive shall agrees to devote substantially all of his attention and time during normal business time and attention hours to the business and affairs of the Company and CGP as directed or specified by the Parent and Company’s CEO, and, to the extent necessary to discharge the Executive’s responsibilities hereunder, to use his the Executive’s reasonable best efforts to faithfully perform his duties and such responsibilities; but notwithstanding . During the foregoingEmployment Period, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval of the Board, which approval it shall not be unreasonably withhelda violation of this Agreement for the Executive to (A) serve on corporate, from serving civic or charitable boards or committees; provided that such service must be disclosed to and approved by the 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 approved by the Company in advance, pursuant to Company policy and (C) manage personal investments; all so long as a director such activities do not significantly interfere with the performance of another companythe Executive’s responsibilities as an employee of the Company in accordance with this Agreement; and, in the case of Executive’s management of Executive’s personal investments, so long as all such 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 Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided that in all events Executive shall comply with all Company policies and procedures relating to personal investment activities, irrespective of when implemented. (iv) As of the Retirement Date, Executive shall retire from engaging employment with the Company, and shall be deemed to have resigned from all positions with the Company and all affiliates thereof, including without limitation employment, membership on boards of directors, and committee memberships. Thereafter, Executive shall not be deemed an employee of the Company or any affiliate, and except as provided in activities approved by the Board. The Executive agrees Section 5(e) shall not be entitled to take personal advantage participate in any employee benefit or fringe benefit program of any business opportunities relating kind. (v) During the period beginning on July 1, 2005 and ending on December 31, 2005 (the “Consulting Period”), Executive shall serve as a consultant to general shipping which may arise during the ExecutiveCompany’s employment hereunder which could reasonably CEO on an as-needed, as-requested basis. During the Consulting Period, Executive shall not be expected to be business opportunities that 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 contemplated by this Agreement. During the Consulting Period, the Company or the Parent might pursue. The Executive further agrees shall exercise reasonable efforts to disclose all avoid conflicts between such opportunitiesconsulting services and Executive’s personal and other business commitments, and Executive shall exercise reasonable efforts to fulfill the material facts attendant theretoCompany’s consulting requests in a timely manner, to the Board for consideration by the Company notwithstanding Executive’s personal and the Parentother business commitments.

Position and Duties. (i) During the Employment Term, Period: (A) the Executive shall serve as the Chief Financial Executive Officer of BMS and the CompanyCo-Chief Executive Officer of Motorola in the Office of the Chief Executive Officer (the “OC”), with such duties duties, responsibilities and responsibilities authority as are commensurate with such position 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 as may be specified from time to time by (5) the Board head of Directors of Parent Motorola’s Human Resources Department (clauses (1) through (5), the “BoardDual Reporting Group”) shall report directly to the OC; 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 shall report talents to serving as Motorola’s Co-Chief Executive Officer and the Chief Executive Officer of BMS, perform his duties subject to the Company. lawful directions of the Motorola 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) 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 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 his business time, energies and talents to serving as Motorola’s Chief Executive Officer and shall perform his duties in accordance with the Motorola Policies. (ii) The Executive’s principal location of employment shall be at the Company’s offices in Stamford, Connecticutprincipal headquarters of BMS; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel outside of such location in connection with performing his duties under this Agreement. (iiiii) During the Employment TermPeriod, the Executive shall devote substantially all of his business time and attention to the business and affairs of the Company and the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval of the Board, which approval it shall not be a violation of this Agreement for the Executive, subject to the requirements of Section 7, to (A) serve on civic or charitable boards or committees and, with the consent of the Motorola Board (as defined below) (such consent not to be unreasonably withheldwithheld or denied), from serving as a director of another company; no more than one corporate board unrelated to the Company, (B) deliver lectures or fulfill speaking engagements and (ivC) from engaging manage personal investments, so long as such activities (individually or in activities approved by the Board. The Executive agrees aggregate) do not to take personal advantage significantly interfere with the performance of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company responsibilities as set forth in this Section 3(a) or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, Executive’s fiduciary duties to the Board for consideration by the Company and the ParentCompany.

Position and Duties. (ia) During the Employment TermPeriod, the Executive shall Employee will serve as the Chief Financial Officer Senior Vice President, Marketing, subject to the overall direction and authority of Employee’s manager or supervisor as designated by the Company, with such duties and responsibilities as are commensurate with such position and as may be specified Company from time to time by the Board of Directors of Parent (the “Board”), and shall report to the Chief Executive Officer of the Company. The Executive’s principal location of employment shall be at the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreementtime. (iib) During the Employment Term, the Executive shall Employee will devote substantially all of his business time her reasonable best efforts and attention to the business and affairs of the Company 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 the Parent and use his reasonable best efforts 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 faithfully perform his duties and responsibilities; but notwithstanding the Company as provided herein. Notwithstanding the foregoing, nothing Employee agrees and 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 preclude 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 Executive (i) from engaging, consistent with his 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 hereunderhereunder to the best of her abilities in a diligent, trustworthy, businesslike and efficient manner. (c) Company acknowledges and agrees that, in charitableconnection with Employee’s position with Company, educational Employee shall be allowed to maintain an office in Chicago, Illinois at her own expense. Notwithstanding the foregoing, Employee acknowledges and community affairsagrees that she will be required frequently to be present in the Company’s facilities in Lombard, including serving on the board of directors of any charitableIllinois, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval of the Board, which approval shall not be unreasonably withheldwhere she will maintain an office. Further, from serving as a director of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not time to take personal advantage of any business opportunities relating time, she will need to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, travel to the Board for consideration by the Company Company’s corporate headquarters in Massachusetts and the Parentelsewhere in connection with her job responsibilities.

Position and Duties. (ia) During As of the Employment TermCommencement Date, the Executive shall serve as the Executive Vice President and Chief Financial Merchandising Officer of for the Company, with in which capacity the Executive shall perform the usual and customary duties of such duties office, which shall be those normally inherent in such capacity in companies of similar size and responsibilities character as are commensurate with such position and as may be specified from time to time by the Board of Directors of Parent (the “Board”), and Company Group. The Executive shall report to the Chairman, President, and Chief Executive Officer of the Company. The Executive shall, if requested, also serve as an officer or director of any member of the Company Group for no additional compensation. When reasonably requested by the Chairman, President, and Chief Executive Officer, the Executive shall also be required to perform the usual and customary duties of any executive with the title of Executive Vice President with companies of similar size and character as the Company Group, whether or not such duties arc within the scope of the Executive’s principal location duties on the Commencement Date. (b) During the Employment Period, the Executive agrees to devote substantially Executive’s full time, attention and energies to the Company Group’s business and agrees to faithfully and diligently endeavor to the best of Executive’s ability to further the best interests of the Company Group. The Executive shall not engage in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage. Subject to the covenants of Section 9 hereof, this shall not be construed as preventing the Executive from investing Executive’s own assets in such form or manner as will not require Executive’s services in the daily operations of the affairs of the companies in which such investments are made. Further, subject to the covenants of Section 9 hereof, the Executive may serve as a director of other companies, if such service is approved by the Parent’s Board of Managers or, if and when applicable, the equivalent ultimate governing authority of the Company Group (the “Board”), so long as such service is not detrimental to the Company Group, does not interfere with the Executive’s service to the Company Group, and does not present the Executive with a conflict of interest. (c) The Executive agrees and acknowledges that, in connection with the Executive’s employment relationship with the Company, the Executive owes fiduciary duties to the Company Group and will act accordingly. In keeping with the Executive’s fiduciary duties to the Company Group, the Executive agrees that the Executive shall not, directly or indirectly, become involved in any conflict of interest, or upon discovery thereof, allow such a conflict to continue. Moreover, the Executive agrees that the Executive shall promptly disclose to the Board any facts which might involve any reasonable possibility of a conflict of interest, or be at perceived as such. (d) Circumstances in which a conflict of interest on the part of the Executive would or might arise, and which should be reported immediately by the Executive to the Board, include, but are not limited to, the following: (i) ownership of a material interest in, acting in any capacity for, or accepting directly or indirectly any payments, services or loans from a supplier, contractor, subcontractor, customer or other entity with which the Company Group does business; (ii) misuse of information or facilities to which the Executive has access in a manner which will be detrimental to the Company Group’s interest; (iii) disclosure or other misuse of Confidential Information (as defined in Section 9(a) hereof); (iv) acquiring or trading in, directly or indirectly, other properties or interests connected with the design, manufacture or marketing of products or services designed, manufactured or marketed by the Company Group; (v) the appropriation to the Executive or the diversion to others, directly or indirectly, of any opportunity in which it is known or could reasonably be anticipated that the Company Group would be interested; (vi) the ownership, directly or indirectly, of a material interest in an enterprise in competition with the Company Group or acting as a director, officer, partner, consultant, employee or agent of any enterprise which is in competition with the Company Group; and (vii) if not otherwise listed in this provision, any other circumstances that would create a conflict of interest under the Company’s offices in StamfordEthics and Code of Conduct Policy and any successors thereto. (e) Further, Connecticut; providedthe Executive covenants, however, warrants and represents that the Executive may be required under reasonable business circumstances shall: (i) devote the Executive’s full and best efforts to engage in business travel in connection with performing his duties under this Agreement.the fulfillment of the Executive’s employment obligations hereunder; (ii) During exercise the Employment Termhighest degree of fiduciary loyalty and care and the highest standards of conduct in the performance of the Executive’s duties hereunder; and (iii) endeavor to prevent any harm, the Executive shall devote substantially all of his business time and attention in any way, to the business and affairs or reputation of the Company Group. (f) For purposes of this Section 2, the determination of whether any matter or transaction constitutes a conflict of interest hereunder shall be made solely by the Board in its reasonable, good faith discretion; provided that any matter or transaction that is permitted by or otherwise in compliance with the terms and the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding the foregoingconditions of all applicable ethics, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board conflict of directors of any charitable, educational interest or community organization, (ii) from managing his personal passive investments, (iii) upon approval similar written policies of the Board, which approval Company Group in effect at the time of such determination shall not be unreasonably withheld, from serving as a director conflict of another company; interest hereunder. The determination of whether any matter or transaction is permitted by or otherwise in compliance with the terms and (iv) from engaging in activities approved conditions of such policies shall be made solely by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunitiesBoard in its reasonable, and the material facts attendant thereto, to the Board for consideration by the Company and the Parentgood faith discretion.

Position and Duties. (ia) During the Employment TermTerm (as defined in Section 2), the Executive shall serve as the Chairman and Chief Financial Executive Officer of the Company. In this capacity, with such duties the Executive shall have the duties, authorities and responsibilities as are required by the Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such position other duties, authorities and responsibilities as may reasonably be specified from time assigned to time by the Executive as the Board of Directors of Parent BSR (the “Board”)) shall designate from time to time that are not inconsistent with the Executive’s position with the Company and that are consistent with the bylaws of BSR and the first amended and restated agreement of limited partnership of the Operating Partnership, and shall report as they may be further amended from time to time, including, but not limited to, managing the Chief Executive Officer affairs of the Company. The Executive’s principal location place of employment with the Company shall be at in Bethesda, Maryland; provided that the Company’s offices in Stamford, Connecticut; provided, however, Executive understands and agrees that the Executive may be required under reasonable to travel from time to time for business circumstances purposes. The Executive shall report directly to engage in business travel in connection with performing his duties under this Agreementthe Board. (iib) During the Employment Term, the Executive shall devote substantially all of his the Executive’s business time time, energy, business judgment, knowledge and attention to the business and affairs of the Company skill and the Parent and use his reasonable Executive’s best efforts to faithfully perform his the performance of the Executive’s duties and responsibilitieswith the Company; but notwithstanding provided that the foregoing, nothing in this Agreement foregoing shall preclude not prevent the Executive from (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board boards of directors of any charitable, educational or community organizationnon-profit organizations, (ii) from managing his personal passive investmentsparticipating in charitable, civic, educational, professional, community or industry affairs, and (iii) upon approval of the Board, which approval shall not be unreasonably withheld, from serving as a director of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during managing the Executive’s employment personal investments and/or personal business as necessary, so long as such activities in the aggregate do not interfere or conflict with the Executive’s duties hereunder which could reasonably be expected to be or create a potential business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parentfiduciary conflict.

Position and Duties. (i) During the Employment TermTerm (as defined in Section 2 hereof), the Executive Employee shall serve as the President and Chief Financial Executive Officer (“CEO”) of the Company, with such duties and responsibilities as are commensurate with such position and as may be specified from time to time by and, at the request of the Board of Directors of Parent the Company (the “Board”), as an officer or director of any parent entity of the Company or any subsidiary of the Company or such parent entity, in any case, without additional compensation. 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 the Board shall report designate from time to time that are not inconsistent with the Chief Executive Officer Employee’s position as CEO of the Company. The ExecutiveEmployee’s principal location place of employment with the Company shall be at the Company’s offices in StamfordRolling Meadows, Connecticut; provided, however, Illinois. Employee understands and agrees that the Executive Employee may be required under reasonable to travel from time to time for business circumstances purposes. Employee will work in Rolling Meadows, Illinois four days per week during weeks when Employee does not otherwise travel for business purposes. Following eighteen (18) months of employment, the Employee and the Board will come to engage a mutually agreeable resolution as to Employee’s principal place of employment; provided that, in business travel no event will Employee be required to work in connection with performing Rolling Meadows, Illinois or any other location more than 50 miles from his duties under this Agreementhome in Saratoga California for more than four days per week. The Employee shall report directly to the Board. (iia) During the Employment Term, as defined below, the Executive Employee shall devote substantially all of his the Employee’s business time time, energy, business judgment, knowledge and attention to the business and affairs of the Company skill and the Parent and use his reasonable Employee’s best efforts to faithfully perform his the full, loyal and careful performance of the Employee’s duties and responsibilities; but notwithstanding to the foregoingCompany, nothing in this Agreement provided that the foregoing shall preclude not prevent the Executive Employee from (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board boards of directors of any charitablenon-profit organizations and, educational or community organization, (ii) from managing his personal passive investments, (iii) upon with the prior written approval of the Board, which approval other for profit companies, (ii) serving on the Board of Directors of Ytrre, Inc., I4VU, Inc., and Zprox, LLC., (iii) 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 or create a potential business or fiduciary conflict. (b) 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 for re-election as a member of the Board at the expiration of the then current term, provided that the foregoing shall not be unreasonably withheld, from serving as a director of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, required to the Board for consideration extent prohibited by the Company and the Parentlegal or regulatory requirements.

Position and Duties. Employee shall be employed in the position of Lead Videographer and Editor of The Chosen, a multi-season television series on the life of J▇▇▇▇ ▇▇▇▇▇▇ (i“The Chosen”) and shall be subject to the authority of, and shall report to, the manager of the Company (the “Manager”) and to the Director and Producer of The Chosen. Employee’s duties and responsibilities shall include all those duties and responsibilities customarily attendant to the position of a Lead Videographer and Editor of The Chosen (as defined below) and such other duties and responsibilities as may be assigned by the Manager of the Company or Director and Producer of The Chosen. During the Employment Term, Employee shall (a) devote Employee’s entire business time, loyalty, attention and energies exclusively to The Chosen and promoting The Chosen and the Executive 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 serve as perform his duties and responsibilities to the Chief Financial Officer best of his ability in a diligent, trustworthy, businesslike and efficient manner, and (c) comply at all times with all policies and codes of conduct of the Company, with as such policies and codes may change from time to time. Employee acknowledges that Employee’s duties and responsibilities as are commensurate will require all of Employee’s business time and efforts and agrees that during Employee’s employment with such position and as may be specified from time to time by the Board of Directors of Parent (the “Board”), and shall report to the Chief Executive Officer of the Company. The Executive’s principal location of employment shall be at the Company’s offices Company will not engage in Stamford, Connecticutany outside business activities that conflict with his obligations under this Agreement; provided, however, that the Executive may be required under reasonable business circumstances nothing set forth in this Section 1.2 shall affect Employee’s ability to engage participate in business travel in connection religious, civic or charitable organizations or to serve on religious, civic or charitable boards, provided that (i) such activities do not interfere with performing Employee’s performance of his duties under this Agreement. hereunder and (ii) During the Employment Termforegoing shall in no way waive, the Executive shall devote substantially all of his business time modify, or limit Employee’s other agreements and attention to the business and affairs of the Company and the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities obligations hereunder, in charitable, educational and community affairs, including serving on the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval of the Board, which approval shall not be unreasonably withheld, from serving as a director of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parentwithout limitation Article 3.

Position and Duties. (i) During the Employment Term, Employee shall be employed as President of Fabrica with the Executive shall serve as the Chief Financial Officer of the Companyauthority, with such duties and responsibilities as are commensurate customarily assigned to presidents of similarly situated companies, together with such position other reasonable duties and responsibilities in connection therewith as may be specified assigned from time to time by the Board of Directors of Parent (Fabrica. Fabrica agrees that Employee shall perform his duties principally within the “Board”)City of Santa Ana, and shall report to the Chief Executive Officer of the Company. The Executive’s principal location of employment shall be at the Company’s offices in Stamford, ConnecticutCalifornia; provided, however, that the Executive Fabrica may be required under reasonable business circumstances require Employee to engage in business travel in connection with performing perform his duties under this AgreementAgreement principally from a location not farther than fifty (50) miles from the city limits of Santa Ana, California in the event Fabrica's business operations are moved from their present premises (1) due to any taking under the power of eminent domain or to a sale of those premises under the threat of the exercise of said power, or (2) due to force majeure. (ii) During the Employment Term, the Executive shall Employee agrees that he will devote substantially all of his business attention and time and attention to the business and affairs of the Company Fabrica and the Parent and use his reasonable best efforts to faithfully perform his duties hereunder to the best of his ability and responsibilities; but notwithstanding in a diligent and proper manner and that he will not, during the foregoingTerm, nothing in actively or inactively, directly or indirectly, (A) take any action that would directly or indirectly promote any competitor of Fabrica or any competitor of The ▇▇▇▇▇ Group, Inc. ("▇▇▇▇▇") or injure Fabrica's or Dixie's business (it being understood that Employee's enforcement of his rights under this Agreement shall preclude not be considered as action that is injurious to Fabrica's or Dixie's business), or (B) enter into the Executive employment of or render services to or hold any other investment or other interest in or otherwise become associated with any other person, business, partnership, association, corporation or other entity without Fabrica's prior written consent, except as follows: 1. Employee shall have the right to make investments in public companies (i) from engaging, consistent with his duties such investments not to exceed 4.9% of the issued and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board of directors outstanding capital stock of any charitable, educational one such public company); 2. Employee shall have the right to make passive investments in non-public companies that are not competitors of ▇▇▇▇▇ or community organization, (ii) from managing his personal passive investments, (iii) upon approval Fabrica so long as Employee discloses such investments to ▇▇▇▇▇ or Fabrica when so requested; 3. Employee shall have the right to serve as a member of the BoardManagement Committee of Chroma Systems Partners, which approval shall not be unreasonably withhelda California general partnership, from serving as if selected by ▇▇▇▇▇ Technologies, Inc., a director of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant theretoCalifornia corporation, to the Board for consideration by the Company and the Parentserve in that capacity.

Position and Duties. (i) During the Employment TermPeriod of Employment, the Executive shall serve as the Chief Financial Officer Chairman of the Company, with such duties Board and responsibilities as are commensurate with such position and as may be specified from time to time by the Board of Directors of Parent (the “Board”), and shall report to the Chief Executive Officer of the Company, reporting to the Board of Directors of the Company (the "Board"), shall have supervision and control over and responsibility for the day-to-day business and affairs of the Company, and shall have such other powers and duties as may from time to time be prescribed by the Board, provided that such duties are consistent with Executive's position or other positions that he may hold from time to time. The Executive’s principal location Should, during the Period of Employment but after the effective date of the Merger, Executive not be nominated to serve (or, if nominated, not be elected to serve) as a member of the Board and as a Director of the Board of Directors of Wyndham, a Delaware corporation, then Executive may, as provided in Subparagraph 7(f), terminate his employment hereunder, which termination shall be at the Company’s offices deemed to be for Good Reason, as defined in Stamford, Connecticut; provided, however, that the Executive Subparagraph 7(f). Except as may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. (ii) During otherwise approved by the Employment TermBoard, the Executive shall devote substantially all of his business full working time and attention efforts to the business and affairs of the Company and the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding Company. Notwithstanding the foregoing, nothing Executive may serve on other boards of directors or engage in religious, charitable or other community activities as long as such services and activities are disclosed to the Board and do not materially interfere with Executive's performance of his duties to the Company as provided in this Agreement shall preclude Agreement. Subject to the Executive (i) from engaging, consistent with his duties provisions of Paragraph 5 below and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval of the Board, which approval shall Executive may also engage in other business and receive compensation therefor, so long as such activities do not be unreasonably withheld, from serving as a director materially interfere with Executive's performance of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parenthis duties hereunder.

Position and Duties. (i) During Except as otherwise provided in this Agreement, during the Employment TermTerm of this Agreement, the Executive shall serve as the Executive Vice President & Chief Financial Officer of the Company, and shall report directly to the 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 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 as are commensurate hereunder. Executive shall carry out his duties and responsibilities at all times in compliance with such position the written policies and as may be specified procedures of the Company and its affiliates (Parent, the Company and their respective affiliates from time to time, collectively, and each individually a member of, the “Company Group”) that have been made available to Executive, as in effect from time to time. Executive shall also perform such other duties as reasonably requested by the Board of Directors Managers of Parent (the “Board”), including service as an 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 shall report competently and to the Chief Executive Officer best of his ability, and to devote his full time business hours, energy, ability, attention and skill to the business of the Company. The Executive’s principal location of employment shall be at the Company’s offices in Stamford, ConnecticutCompany Group; provided, however, that the foregoing is not intended to preclude Executive may be required from noncompetitive activities that are conducted outside normal business hours and are permitted under reasonable business circumstances to engage in business travel in connection with performing his duties under this AgreementSection 1.3 hereof. (ii) During the Employment Term, the Executive shall devote substantially all of his business time and attention to the business and affairs of the Company and the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval of the Board, which approval shall not be unreasonably withheld, from serving as a director of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parent.

Position and Duties. (ia) During the Employment Term, the Executive shall serve as the Chief Financial Officer Vice President of Technical Support of the Company, reporting to the President and the Board of Directors. Subject to the authority of the Board of Directors, Executive shall have such other powers and duties as may from time to time be prescribed by the President or the Board of Directors, provided that such duties are reasonable and customary for a vice president of technical support. Executive shall devote his entire working time, attention and energies to the business of the Company. (b) Anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) serving the boards of directors of a reasonable number of other corporations, or the boards of a reasonable number of trade associations and/or charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing his personal, investments and affairs, provided that such activities do not materially interfere with such the proper performance of his duties and responsibilities as are commensurate with such position and as may be specified from time to time by the Company's Vice President of Technical Support. (c) Executive shall serve on the Board of Directors during the entire term hereof. If, at any time during the term of Parent (his employment, the “Board”), and shareholders of the Company shall report fail to elect Executive to the Chief Board of Directors, or the Board of Directors shall fail to elect Executive Officer to the office of Vice President of Technical Support of the Company. The Executive’s principal location , or shall remove him from either of employment such offices, other than as provided for in this Agreement, Executive shall be at 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 offices in Stamford, Connecticut's subsidiaries; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. (ii) During the Employment Term, the Executive shall devote substantially all of his business time and attention to the business and affairs of the Company and the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval of the Board, which approval shall not be unreasonably withheld, from serving required to serve as a an officer or director of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not any such subsidiary if such service would expose him to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parentpotential adverse financial consequences.

Position and Duties. (ia) During the Employment Term, the Executive shall serve as CEO and President. In his role as CEO and President, the Chief Financial Officer Executive shall have the duties, authorities and responsibilities customary to the position of CEO and President, and such other duties, authorities and responsibilities as the Board may reasonably designate from time to time. The Executive shall report directly to the Board. (b) The Executive shall devote substantially all of the Executive’s business time and efforts to the performance of the Executive’s duties hereunder and the advancement of the business and affairs of the Company; provided that the Executive shall be entitled to: (i) serve on civic, charitable, educational, religious, public interest or public service boards, and (ii) manage the Executive’s personal and family investments, in each case, to the extent such activities do not materially interfere, individually or in the aggregate, with such the performance of the Executive’s duties and responsibilities as are commensurate with such position and as may hereunder. For the avoidance of doubt, during the Term, the Executive shall not be permitted to serve on any for-profit boards of directors (other than those specified from time to time by in the preceding subsection (i)) without the prior written consent of the Board of Directors of Parent the Company (the “Board”), and shall report to the Chief Executive Officer of the Company. The Executive’s principal location of employment shall be at the Company’s offices in Stamford, Connecticut; provided, however, that the Executive may be required under reasonable business circumstances to engage in business travel in connection with performing his duties under this Agreement. (ii) During the Employment Term, the Executive shall devote substantially all of his business time and attention to the business and affairs of the Company and the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive (i) from engaging, consistent with his duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval of the Board, which approval shall not be unreasonably withheld; provided, from serving that Executive may be permitted to serve on one for-profit board of a non-competitive company so long as a director such service does not materially interfere with the performance of another company; and (iv) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment duties and responsibilities hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursuecreate any conflict of interest. The Company further acknowledges that it is aware of the Executive’s ownership in Mass Technology Corp (“MTC”), a non-competitive company and the Executive further agrees shall be permitted continued ownership of MTC and the Executive will be allowed to disclose all provide limited support to MTC for so long as such opportunitiesownership and support does not materially interfere with the performance of the Executive’s duties and responsibilities hereunder or create any conflict of interest. (c) Effective as of the Effective Date, the Executive shall serve as CEO and President, and the material facts attendant thereto, Company shall use its reasonable best efforts to nominate the Executive for re-election as a member of the Board at all post-emergence times during the Term; provided that the foregoing shall not be required to the Board for consideration extent prohibited by the Company and the Parentlegal or regulatory requirements.