Common use of Position and Duties Clause in Contracts

Position and Duties. (a) During the Employment Period, Executive shall serve as the Vice President and Chief Operating Officer of the Company and shall have the normal duties, responsibilities, functions and authority of the Vice President and Chief Operating Officer. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position as the Company’s board of directors (the “Board”) may from time to time direct. (b) During the Employment Period, Executive shall report to the President and Chief Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities do not interfere with Executive’s employment with the Company and its Subsidiaries. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, the Executive shall serve be initially employed as the a Executive Vice President and Chief Operating Officer CFO of the Company and shall have the normal duties, responsibilities, functions and authority as a member of the Vice President and Chief Operating Officer. During office of the Employment PeriodPresident; provided, however, that Executive shall render become President of the Company on the earlier of July 1, 2000 or upon an initial Public Offering. In addition, the Executive shall be nominated to the Board of Directors of the Company when the Board is expanded from 5 to 9 and, in the interim, the Executive shall be invited to attend all meetings of the Board. After becoming the President of the Company, the Executive shall perform such administrative, financial and other executive and managerial services to duties as are customary for a President at the Company and its Subsidiaries which are consistent with Executive’s position as from the Company’s board Commencement Date shall report to the Chief Executive Officer and the Board of directors (the “Board”) may from time to time directDirectors. (b) During the Employment Period, and excluding any periods of vacation, holiday, personal leave and sick leave to which the Executive is entitled, the Executive shall report to devote the President and Chief Executive Officer and shall devote his best efforts and his Executive's full business time time, attention and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) ability to the business and affairs of the Company and its Subsidiaries. Executive shall perform his duties, use the Executive's best efforts to carry out the Executive's responsibilities faithfully and functions to the Company and its Subsidiaries hereunder to the best of his abilities efficiently in a diligent, trustworthy, professional and efficient manner and manner. It shall comply with not be considered a violation of the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under foregoing for the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans (a) serve on corporate or civic boards approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensation. During the Employment Period, Executive Company (which approval shall not serve as an officer be unreasonably withheld) or director ofon charitable boards or committees, (b) deliver lectures or otherwise perform services for compensation forfulfill speaking engagements and (c) manage personal investments, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such the activities referred to in clauses (a) through (c) above do not substantially interfere with the performance of the Executive’s employment with 's responsibilities as a key Executive of the Company and its Subsidiariesin accordance with this Agreement. (c) For a period The Executive's primary office shall be located in New York City, provided, that the Executive's primary office may be relocated in connection with the relocation of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua's headquarters within New York, New Hampshire (Jersey or another location Connecticut, subject to reimbursement for all of Executive's expenses in the United States mutually agreeable connection with any move he is required to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three yearsmake. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Senior Vice President and Chief Operating Officer Controller of the Company and shall have the normal duties, responsibilities, functions and authority of the Vice President and Chief Operating OfficerCompany. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which affiliates (the “Company Group”) as are consistent with Executive’s position and the by-laws of the Company and as the Company’s board of directors Chief Executive Officer (the “BoardCEO”) and Chief Financial Officer (“CFO”) may from time to time reasonably direct. Executive shall also serve for no additional compensation or remuneration as an officer or director of such subsidiaries of the Company as may from time to time be designated by the Board. (b) During the Employment Period, Executive shall report to the President and Chief Executive Financial Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its SubsidiariesCompany. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the this Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President Board which shall not be unreasonably withheld; provided, however, that the Board hereby consents to Executive’s service on and Chief Executive Officer; provided that after the Commencement Date as a director of each of the corporations listed on Exhibit A. Executive may serve as a director of an officer or director of or otherwise participate in solely purely educational, welfare, social, religious, sporting club religious and civic organizations so long as such activities do not materially interfere with Executive’s employment regular performance of duties and responsibilities hereunder. Nothing contained herein shall preclude Executive from (i) engaging in charitable and community activities, (ii) participating in industry and trade organization activities, (iii) managing his and his family’s personal investments and affairs, and (iv) delivering lectures, fulfilling speaking engagements or teaching at educational institutions, provided that such activities do not materially interfere with the Company regular performance of his duties and its Subsidiaries. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of responsibilities under this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

Position and Duties. (ai) During the Employment Period, (1) the Executive shall serve as the Executive Vice President and Chief Operating Construction Officer of the Company Company, (2) the Executive's status, and reporting requirements, authority, duties and responsibilities shall have be at least commensurate in all material respects with the normal dutiesmost significant of those held, responsibilitiesexercised and assigned at any time during the 180-day period immediately preceding the Effective Time, functions and authority of (3) the Vice President and Chief Operating Officer. During Executive's services shall be performed at the Employment Period, location where the Executive shall render was employed immediately preceding the Effective Time or any office or location less than sixty (60) miles from such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position as the Company’s board of directors (the “Board”) may from time to time directlocation. (bii) During the Employment Period, Executive shall report to the President and Chief Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable excluding any periods of illness or other incapacity) vacation and sick leave to which the Executive is entitled, the Executive agrees to devote full attention and time during normal business hours to the business and affairs of the Company and its Subsidiaries. Executive shall perform his dutiesand, responsibilities and functions to the Company and its Subsidiaries hereunder extent necessary to discharge the responsibilities assigned to the best of his abilities Executive hereunder, to perform faithfully such responsibilities in a diligent, trustworthy, professional and efficient manner and shall comply consistent with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensationperformance. During the Employment Period, Executive Period it shall not be a violation of this Agreement for the Executive to (1) serve as an officer on corporate, civic or director ofcharitable boards or committees, (2) deliver lectures, fulfill speaking engagements or otherwise perform services teach at educational institutions, and (3) manage personal investments (including without limitation land banking for compensation forthe Company and others), any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities do not significantly interfere with the performance of the Executive’s employment 's responsibilities as an Executive of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Time, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Time shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company. The Company and its Subsidiaries. (c) For a period of also may from time mutually agreeable to time assign additional or other duties to the Executive in conjunction with the restructuring of the Parent and its subsidiaries, which additional or other duties shall be reasonably consistent with the Executive's experience and position with the Company; provided, however, that no such assignment shall be made without the Executive's prior written consent. If the Executive is appointed or elected an officer or director of any of the Company's affiliates, and the President and Chief Executive Officerconsents in writing to such appointment, the Executive will work at fulfill his duties as such officer or director without additional compensation. Upon his termination of employment with the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that automatically shall cease to be an employee, officer or director of any affiliate of the Executive will be headquartered in Hong KongCompany, China for a period of approximately three years. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of unless the board of directors or other governing body are, at of the time of determination, owned by the Company, directly or through one of more SubsidiariesCompany provides otherwise.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Vice President and Chief Operating Executive Officer of the Company and shall have the normal duties, responsibilities, functions and authority customarily associated with such position and such other duties and responsibilities as may be assigned from time to time to Executive by the Executive Chairman of the Vice President and Chief Operating Officer. During the Employment PeriodCompany, Executive shall render such administrative, financial and other executive and managerial services all subject to the Company power and its Subsidiaries which are consistent with Executive’s position as authority of the Company’s board Board of directors Directors (the “Board”) may from time or the Executive Committee of the Board (the “Executive Committee”) to time directexpand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. (b) During the Employment Period, Executive shall report to the President Executive Chairman of the Company, and Chief Executive Officer and shall devote his best efforts and his full business Executive’s full-time energies and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Executive shall perform his Executive’s duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties of the Company and exercising his authority under the Agreement, Executive shall support its Subsidiaries and implement the business and strategic plans approved from time to time by will cooperate fully with the Board and the President and Chief Executive Officer and shall support and cooperate with Committee in the advancement of the best interests of the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without except as provided herein or with the prior written consent of the President and Chief Executive OfficerBoard, accept render to any other employment person, corporation, firm, company, joint venture or perform other entity any services of any kind for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, engage in any other entity without the prior written consent of the President and Chief Executive Officer; provided activity that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities do not would interfere with the performance of Executive’s employment with duties for the Company and its Subsidiaries. Notwithstanding the foregoing, Executive may engage in charitable, civic, fraternal and trade association activities that do not interfere materially with Executive’s obligations to the Company. A schedule of activities of the nature referenced in this paragraph 2(b) in which Executive is currently engaged is set forth on Schedule A attached hereto and Executive’s continued participation in such entities shall not be considered a violation of this paragraph 2(b). Further, nothing in this Agreement shall limit Executive’s ability to: (i) serve as a member of any board of directors for any non-profit organization, so long as such membership does not interfere materially or conflict with Executive’s obligations to the Company; (ii) manage passive, non-competitive personal investments; or (iii) engage in activities as otherwise agreed by the Board in writing. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “SubsidiariesSubsidiary” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determinationnow or hereafter, owned directly or indirectly by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Vice President and Chief Operating Executive Officer of (the Company “CEO”) and shall have the normal duties, responsibilities, functions and authority of the Vice President CEO, subject to the power and Chief Operating Officerauthority of EVgo Holding, LLC’s (“Holdings”) board of managers (the “Board”) to expand or limit such duties, responsibilities, functions and authority generally consistent with Executive’s position. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position position, as the Company’s board of directors (the “Board”) Board may from time to time direct. (b) During the Employment Period, Executive shall report to the President and Chief Executive Officer Board and shall devote his Executive’s best efforts and his Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Executive shall perform his Executive’s duties, responsibilities and functions to for the Company and its Subsidiaries hereunder to the best of his Executive’s abilities in a diligent, trustworthy, legal, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his Executive’s duties and exercising his Executive’s authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive OfficerBoard, accept other employment or perform other services for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other person or entity without the prior written consent of the President and Chief Executive OfficerBoard; provided that Executive may serve as a director of an officer or director of of, or otherwise participate in in, solely educational, welfare, social, religious, sporting club not-for-profit and civic organizations so long as such activities do not interfere with Executive’s employment with the Company and its Subsidiaries. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During The Company will employ Executive as Chairman of CERA and a Senior Vice President of the Employment PeriodCompany, upon the terms and conditions set forth in this Agreement. So long as the Company maintains an Executive Committee of senior Company executives during the term hereof, Executive shall will serve as the Vice President and Chief Operating Officer a member of the Company and shall have the normal duties, responsibilities, functions and authority of the Vice President and Chief Operating Officer. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position as the Company’s board of directors (Executive Committee. Executive hereby accepts such employment on the “Board”) may from time terms and conditions set forth herein. Executive agrees to time direct. (b) During the Employment Period, Executive shall report to the President and Chief Executive Officer and shall devote his best efforts efforts, skills and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) abilities to the business and affairs of CERA and the Company and its SubsidiariesCompany. Executive shall perform all duties and have all responsibilities consistent with the positions indicated above and his duties, past activities as Chairman of CERA. Such duties and responsibilities and such efforts by Executive are to be commensurate with Executive’s titles, functions and positions. Executive shall work full-time and shall devote his entire business time to his employment hereunder except that Executive may for his own account and at his own expense engage in the Permitted Outside Activities (defined below) to the extent that the time devoted to such activities does not detract in a material way from the performance of Executive’s duties and responsibilities to CERA and the Company and its Subsidiaries hereunder that Executive does not engage in any such activity detrimental to the best business interests of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with CERA or the Company’s . It is understood and its Subsidiaries’ policies agreed that Executive may, during his employment hereunder, write one or more books of the quality of the books he has heretofore written. The “Permitted Outside Activities” are (i) writing books or writing for magazines and procedures newspapers, (ii) making speeches to non-CERA clients not in all material respects. In performing his duties the energy field, it being understood that Executive will reimburse the Company or CERA out of any proceeds received for any speech for expenses they incur in connection therewith, (iii) appearing on, writing for and exercising his authority under the Agreementproducing for television and other media, Executive shall support (iv) holding board and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate advisory positions for other entities, with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President Company, which consent will not be unreasonably withheld, (v) investing and Chief managing investments to the extent not in the energy research or energy consulting business, (vi) participating in civic and charitable activities and (vii) engaging in other activities consistent with the foregoing and with the intention that Executive Officer, accept perform his duties hereunder and at the same time may engage in other employment or perform other services for compensationactivities that will advance the reputation of CERA and the Executive. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities do not interfere with Executive’s employment with the Company and its Subsidiaries. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work his duties at the Company’s offices located in NashuaWashington, New Hampshire (or another location D.C., where Executive shall be based, and in the United States mutually agreeable to the Executive and the President and Chief Executive Officer)Cambridge, MA. After this initial period, the Executive acknowledges and agrees that performance of his duties hereunder will require travel in accordance with the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority needs of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiariesbusiness.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Senior Vice President and Chief Operating Officer President, Global Operations of the Company and shall have the normal duties, responsibilities, functions and authority customarily associated with such position and such other duties and responsibilities as may be assigned from time to time to Executive by the Chief Executive Officer of the Vice President and Chief Operating Officer. During the Employment PeriodCompany, Executive shall render such administrative, financial and other executive and managerial services all subject to the Company power and its Subsidiaries which are consistent with Executive’s position as authority of the Company’s board Board of directors Directors (the “Board”) may from time and Executive Committee of the Board (the “Executive Committee”) to time directexpand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. (b) During the Employment Period, Executive shall report to the President and Chief Executive Officer and Executive shall devote his best efforts and his full business Executive’s full-time energies and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Executive shall perform his Executive’s duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional professional, ethical and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties of the Company and exercising his authority under the Agreement, Executive shall support its Subsidiaries and implement the business and strategic plans approved from time to time by will cooperate fully with the Board and in the President and Chief Executive Officer and shall support and cooperate with advancement of the best interests of the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the CompanyCompany or any Subsidiary, Executive shall not, except as provided herein or without the prior written consent of the President and Chief Executive OfficerBoard, accept render to any other employment person, corporation, firm, company, joint venture or perform other entity any services of any kind for compensation, or engage in any other activity, that would compete with the Company or its Subsidiaries, and/or interfere with the performance of Executive’s duties for the Company and its Subsidiaries. During the Employment PeriodNotwithstanding, Executive may engage in charitable, civic, fraternal and trade association activities that do not interfere materially with Executive’s obligations to the Company or any Subsidiary. Further, nothing in this Agreement shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may limit Executive’s ability to: (i) serve as a director member of an officer or director any board of or otherwise participate in solely educationaldirectors for any non-profit organization, welfare, social, religious, sporting club and civic organizations so long as such activities do membership does not interfere materially or conflict with Executive’s employment with obligations to the Company or any Subsidiary; or (ii) as otherwise agreed by the Board in writing. Executive represents and warrants that Executive does not now, and will not during the Term of employment hereunder, have any financial interest in any competitor, supplier or customer of the Company or its Subsidiaries; provided that passive ownership (i.e., Executive does not directly or indirectly participate in the business or management of the applicable entity) of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange shall not be deemed to be a financial interest in a competitor, supplier or customer of the Company or its Subsidiaries. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “SubsidiariesSubsidiary” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determinationnow or hereafter, owned directly or indirectly by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Senior Vice President and Chief Operating Officer President, Global Operations, of the Company and shall have the normal duties, responsibilities, functions and authority customarily associated with such position and such other duties and responsibilities as may be assigned from time to time to Executive by the Chief Executive Officer of the Vice President and Chief Operating Officer. During the Employment PeriodCompany, Executive shall render such administrative, financial and other executive and managerial services all subject to the Company power and its Subsidiaries which are consistent with Executive’s position as authority of the Company’s board Board of directors Directors (the “Board”) may from time and Executive Committee of the Board (the “Executive Committee”) to time directexpand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. (b) During the Employment Period, Executive shall report to the President and Chief Executive Officer and Executive shall devote his best efforts and his full business Executive’s full-time energies and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Executive shall perform his Executive’s duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional professional, ethical and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties of the Company and exercising his authority under the Agreement, Executive shall support its Subsidiaries and implement the business and strategic plans approved from time to time by will cooperate fully with the Board and in the President and Chief Executive Officer and shall support and cooperate with advancement of the best interests of the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the CompanyCompany or any Subsidiary, Executive shall not, except as provided herein or without the prior written consent of the President and Chief Executive OfficerBoard, accept render to any other employment person, corporation, firm, company, joint venture or perform other entity any services of any kind for compensation, or engage in any other activity, that would compete with the Company or its Subsidiaries, and/or interfere with the performance of Executive’s duties for the Company and its Subsidiaries. During the Employment PeriodNotwithstanding, Executive may engage in charitable, civic, fraternal and trade association activities that do not interfere materially with Executive’s obligations to the Company or any Subsidiary. Further, nothing in this Agreement shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may limit Executive’s ability to: (i) serve as a director member of an officer or director any board of or otherwise participate in solely educationaldirectors for any non-profit organization, welfare, social, religious, sporting club and civic organizations so long as such activities do membership does not interfere materially or conflict with Executive’s employment with obligations to the Company or any Subsidiary; or (ii) as otherwise agreed by the Board in writing. Executive represents and warrants that Executive does not now, and will not during the Term of employment hereunder, have any financial interest in any competitor, supplier or customer of the Company or its Subsidiaries; provided that passive ownership (i.e., Executive does not directly or indirectly participate in the business or management of the applicable entity) of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange shall not be deemed to be a financial interest in a competitor, supplier or customer of the Company or its Subsidiaries. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “SubsidiariesSubsidiary” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determinationnow or hereafter, owned directly or indirectly by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Executive Vice President and President, Chief Operating Technology Officer (“CTO”) of the Company and shall have the normal duties, responsibilities, functions and authority that are normally associated with the position of Executive Vice President, CTO. Executive’s duties shall be subject to the power and authority of the Vice President Company’s Board of Directors (the “Company Board”) and the Board of Directors (the “Board”) of Sensata Technologies Holding plc, a public limited company formed under the laws of England and Wales (“Parent”), in consultation with Executive’s Reporting Manager (defined below) and/or Chief Operating Executive Officer (the “Chief Executive Officer”), to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. During the Employment Period, Executive shall render such to Parent and its Subsidiaries (as defined herein) administrative, financial and other executive and managerial services to the Company and its Subsidiaries which that are consistent with Executive’s position as the CompanyBoard or Executive’s board of directors (the “Board”) Reporting Manager may from time to time direct. (b) During the Employment Period, Executive shall report to the President and Chief Executive Officer and President of the Company (“Executive’s Reporting Manager”). Executive shall devote his best efforts and his full business time and attention (except for permitted vacation periods consistent with past practice and reasonable periods of illness or other incapacity) to the business and affairs of the Company Parent and its Subsidiaries. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the this Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the CompanyParent’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So As long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive OfficerExecutive’s Reporting Manager, accept other employment or perform other services for compensation. During the Employment PeriodUnless otherwise agreed by Executive, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities do not interfere with Executive’s employment with place of work shall be in the greater Attleboro, Massachusetts metropolitan area, except for travel reasonably required for Company and its Subsidiariesbusiness. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the CompanyParent, directly or through one of or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Interim Chief Financial Officer (“CFO”) and Vice President and Chief Operating Officer of the Company and shall have the normal duties, responsibilities, functions and authority of the Vice President and Chief Operating OfficerCompany. During the Employment Period, Executive shall render such administrative, financial operational and other executive and managerial services to the Company and its Subsidiaries which affiliates (the “Company Group”) as are consistent with Executive’s position and the by-laws of the Company and as the Company’s board Chief Executive Officer of directors the Company (the “BoardCEO”) may from time to time reasonably direct. Executive shall also serve for no additional compensation or remuneration as an officer or director of the Company or such subsidiaries of the Company as may from time to time be designated by the Board. (b) During the Employment Period, Executive shall report to the President and Chief Executive Officer CEO and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its SubsidiariesCompany. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the this Agreement, Executive shall support and implement the business business, operational and strategic plans approved from time to time by the Board and the President and Chief Executive Officer CEO and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensationCEO. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that CEO which shall not be unreasonably withheld. Executive may serve as a director of an officer or director of or otherwise participate in solely purely educational, welfare, social, religious, sporting club religious and civic organizations so long as such activities do not interfere with Executive’s employment regular performance of duties and responsibilities hereunder in any material respect. Nothing contained herein shall preclude Executive from (i) engaging in charitable and community activities, (ii) participating in industry and trade organization activities, and (iii) managing his and his family’s personal investments and affairs; provided , that Executive shall not have any ownership interest (of record or beneficial) in any firm, corporation, partnership, proprietorship or other business that competes directly with the Company and its Subsidiaries. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire business except for (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period x) an investment of approximately three years. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority not more than 1.0% of the board outstanding securities of directors a company traded on a public securities exchange or other governing body are, at the time of determination, owned by the Company, directly or (y) investments made through one of more Subsidiariespublic mutual funds.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Vice President Chief Financial Officer, Secretary and Chief Operating Officer Treasurer of the Company and shall have the normal duties, responsibilities, functions and authority customarily associated with such position and such other duties and responsibilities as may be assigned from time to time to Executive by the Chief Executive Officer of the Vice President and Chief Operating Officer. During the Employment PeriodCompany, Executive shall render such administrative, financial and other executive and managerial services all subject to the Company power and its Subsidiaries which are consistent with Executive’s position as authority of the Company’s board Board of directors Directors (the “Board”) may from time and Executive Committee of the Board (the “Executive Committee”) to time directexpand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. (b) During the Employment Period, Executive shall report to the President and Chief Executive Officer and Executive shall devote his best efforts and his full business Executive’s full-time energies and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Executive shall perform his Executive’s duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional professional, ethical and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties of the Company and exercising his authority under the Agreement, Executive shall support its Subsidiaries and implement the business and strategic plans approved from time to time by will cooperate fully with the Board and in the President and Chief Executive Officer and shall support and cooperate with advancement of the best interests of the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the CompanyCompany or any Subsidiary, Executive shall not, except as provided herein or without the prior written consent of the President and Chief Executive OfficerBoard, accept render to any other employment person, corporation, firm, company, joint venture or perform other entity any services of any kind for compensation, or engage in any other activity, that would compete with the Company or its Subsidiaries, and/or interfere with the performance of Executive’s duties for the Company and its Subsidiaries. During the Employment PeriodNotwithstanding, Executive may engage in charitable, civic, fraternal and trade association activities that do not interfere materially with Executive’s obligations to the Company or any Subsidiary. Further, nothing in this Agreement shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may limit Executive’s ability to: (i) serve as a director member of an officer or director any board of or otherwise participate in solely educationaldirectors for any non-profit organization, welfare, social, religious, sporting club and civic organizations so long as such activities do membership does not interfere materially or conflict with Executive’s employment with obligations to the Company or any Subsidiary; or (ii) as otherwise agreed by the Board in writing. Executive represents and warrants that Executive does not now, and will not during the Term of employment hereunder, have any financial interest in any competitor, supplier or customer of the Company or its Subsidiaries; provided that passive ownership (i.e., Executive does not directly or indirectly participate in the business or management of the applicable entity) of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange shall not be deemed to be a financial interest in a competitor, supplier or customer of the Company or its Subsidiaries. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “SubsidiariesSubsidiary” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determinationnow or hereafter, owned directly or indirectly by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Vice President and a Co-Chief Operating Executive Officer of the Company and shall have such duties, responsibilities, functions and authority commensurate with the normal position of a Chief Executive Officer and the most senior executive of a public company, subject to the power and authority of the Board of Directors of the Company (the “Board”) and such duties, responsibilities, functions and authority of Executive’s Co-Chief Executive Officers, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇ (the Vice President and Chief Operating Officer“Co-CEOs”). During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position position, as the Company’s board of directors (the “Board”) may directed from time to time directby the Board, and working in good faith consultation with any other Co-CEOs of the Company who may be serving concurrently with Executive. (b) During the Employment Period, Executive shall (i) report solely to the President Board and Chief Executive Officer and shall (ii) devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, trustworthy and professional and efficient manner and shall comply in all material respects with the Company’s and its Subsidiaries’ employee policies and procedures in all material respects. In performing his duties to the extent that such policies and exercising his authority procedures do not conflict with this Agreement or expand Executive’s obligations under the Section 6, 7 or 8 of this Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive OfficerBoard; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club charitable and civic organizations organizations, and manage his personal investments, so long as such activities do not materially interfere with Executive’s employment with the Company and its Subsidiaries. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During The Board of Directors of the Employment Period, Executive shall serve Company has appointed Employee as the Vice President and Chief Operating Executive Officer of the Company and shall have the normal duties, responsibilities, functions and authority of the Vice President and Chief Operating Officer. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position as the Company’s board of directors (the “Board”) may from time to time direct. (b) During the Employment Period, Executive Employee shall report to the President Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Board of Directors of the Company. Employee acknowledges that his duties may vary from time to time and Chief Executive Officer he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his best efforts and his full business time to his responsibilities as described herein and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Executive shall perform his duties, such responsibilities faithfully and functions to the Company efficiently and its Subsidiaries hereunder to the best of his abilities abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by employment of the Company, Executive shall not, without the prior written consent of permission from the President and Chief Executive OfficerCompany. Notwithstanding the foregoing, accept other employment or perform other services for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive Employee may serve as a director of an officer on corporate, civic or director of charitable boards or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations committees so long as such activities do not materially interfere with Executive’s employment with the Company performance of Employee's duties and its Subsidiariesresponsibilities for the Company. (ce) For a period of time mutually agreeable to the Executive The Company shall reimburse Employee for reasonable travel, lodging, entertainment and the President and Chief Executive Officer, the Executive will work at other business expenses incurred by him in connection with the Company’s offices in Nashua's business, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President Employee shall keep such receipts and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three yearsmaintain such records as required by Company policy. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Vice President and Chief Operating Innovation Officer of the Company and shall have the normal duties, responsibilities, functions and authority of the Vice President and Chief Operating Officer. During the Employment Period, Executive shall render such administrative, financial financial, technological, and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s 's position as the Company’s board of directors (the “Board”) Chief Executive Officer may from time to time direct, which may include overseeing research, innovation, technological development, and product development, and participating in business development, sales, and investor relations activities. (b) During the Employment Period, Executive shall report to the President and Chief Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s 's and its Subsidiaries’ ' policies and procedures in all material respectsprocedures. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and board of directors of the President and Chief Executive Officer Company (the "Board") and shall support and cooperate with the Company’s 's and its Subsidiaries’ ' efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President Board, accept other employment in the LED or lighting field or perform other services in the LED or lighting field for compensation. Executive may accept other employment outside of the LED or lighting field or perform other services outside of the LED or lighting field for compensation (“Non-Lighting Outside Engagements”), provided that Executive must (i) disclose all such Non-Lighting Outside Engagements to the Board and the Chief Executive Officer, accept other employment or perform other services for compensation. During the Employment Period(ii) spend less than 10% of his business time and attention, Executive shall not serve as an officer or director ofin aggregate, on all Non-Lighting Outside Engagements, and (iii) receive compensation (including cash, non-cash, equity, or otherwise perform services for compensation forother forms of compensation), any other entity without the prior written consent in aggregate across all Non-Lighting Outside Engagements, of the President and Chief Executive Officer; provided that Executive may serve as a director less than 20% of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities do not interfere with Executive’s employment with the Company and its SubsidiariesBase Salary. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “"Subsidiaries” " shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Vice President and Chief Operating Officer of Sales of the Company and shall have the normal duties, responsibilities, functions and authority of the Vice President of Sales of the Company, subject to the power and Chief Operating Officerauthority of the Company’s Board of Directors (the “Board”) to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position as the Company’s board of directors (the “Board”) Board may from time to time direct. (b) During the Employment Period, Executive shall report to the President and Chief Executive Officer of the Company (the “CEO”) and Executive shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall exercise diligent efforts to support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive OfficerBoard, accept other employment or perform other services for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities do not interfere with Executive’s employment with the Company and its Subsidiaries. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Vice President and Chief Operating Officer of the Company Company, and shall have report solely and directly to the normal duties, responsibilities, functions Companys Chairman and authority Chief Executive Officer and Board of Directors of the Vice Company (the Board). Executive shall have those powers and duties normally associated with the position of President and Chief Operating OfficerOfficer of entities comparable to the Company and such other powers and duties as may be prescribed by the Board; provided that, such other powers and duties are consistent with Executives position as President and Chief Operating Officer of the Company. 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. Notwithstanding the above, Executive shall be permitted, to the extent such activities do not substantially interfere with the performance by Executive of his duties and responsibilities hereunder to (i) manage Executives personal, financial and legal affairs, (ii) to serve on civic or charitable boards or committees (it being expressly understood and agreed that Executives continuing to serve on any such board and/or committees on which Executive is serving, or with which Executive is otherwise associated, as of the Commencement Date shall be deemed not to interfere with the performance by Executive of his duties and responsibilities under this Agreement) and (iii) deliver lectures or fulfill speaking engagements. During the Employment Period, Executive shall render such administrativealso serve as a director of the Company. If L. ▇▇▇▇▇ M▇▇▇ ceases to serve as Chairman and Chief Executive Officer of the Company at any time during the Employment Period by reason of his death or incapacity, financial it is the intention of the Board, that either M▇▇▇ ▇▇▇▇ or R▇▇▇▇▇▇ ▇▇▇▇ shall be appointed as the Chairman and other executive Chief Executive Officer of the Company and managerial services the Board, subject only to its fiduciary duties to the Company and its Subsidiaries which are consistent with Executive’s position as the Company’s board of directors (the “Board”) may from time stockholders and applicable law, shall take all action necessary to time directcarry out such intention. (b) During the Employment Period, Executive shall report to the President and Chief Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities do not interfere with Executive’s employment with the Company and its Subsidiaries. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, The Executive shall serve as Vice Chairman of the Vice President and Chief Operating Officer Board of Directors of the Company (the "Board") and shall have the normal duties, responsibilities, functions and authority President of the Vice President and Chief Operating Officer. During the Employment PeriodCompany, Executive shall render such administrative, financial and other executive and managerial services reporting initially to the Company and its Subsidiaries which are consistent with Executive’s position Board or such other person as the Company’s board of directors (Board may designate, with such duties and responsibilities as are customarily assigned to such position, and such other duties and responsibilities not inconsistent therewith as may be assigned to the “Board”) may Executive from time to time directby the Company. In addition, pursuant to the Services Agreement by and among the Company, Maxxim Medical Group, Circon Holdings Corp. ("Circon Holdings") and Circon Corporation, the Executive during the Employment Period and any extensions thereto in accordance with this Agreement, to the extent so requested by the Company, shall perform services for Circon Holdings and its subsidiaries (including, without limitation, serving as acting President of Circon Holdings). The Executive shall become a member of the Board of Directors of Circon Holdings during the Employment Period. (b) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive shall report to the President and Chief Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) efforts to the business and affairs of the Company (and Circon Holdings and its Subsidiariessubsidiaries to the extent requested by the Company) and use his best efforts to carry out such responsibilities faithfully and efficiently. During the Employment Period, the Executive shall perform his duties, responsibilities and functions not be engaged in any other business activity (other than with respect to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time responsibilities to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, Circon Holdings) without the prior written consent of the President Company except for time spent in managing his personal, financial and Chief Executive Officerlegal affairs, accept other employment or perform other services for compensation. During in each case only if, and to the Employment Periodextent that, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities do not interfere with the performance of the Executive’s employment with the Company 's duties and its Subsidiariesresponsibilities hereunder. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work The Executive's services shall be performed at the Company’s offices 's Clearwater headquarters subject to such business travel as may be required from time to time, or such other headquarters location as the Board shall, in Nashuaits discretion, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three yearsdetermine. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Senior Vice President and Chief Operating Officer of Operations of the Company and shall have the normal duties, responsibilities, functions and authority of the Senior Vice President of Operations, subject to the power and Chief Operating Officerauthority of the Company's board of directors (the "Board") to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s 's position as the Board or the Company’s board of directors (the “Board”) 's President and Chief Executive Officer may from time to time direct. (b) During the Employment Period, Executive shall report to the Company's President and Chief Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s 's and its Subsidiaries’ ' policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s 's and its Subsidiaries’ ' efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive OfficerBoard, accept other employment or perform other services for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive OfficerBoard; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities do not interfere with Executive’s 's employment with the Company and its Subsidiaries. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “"Subsidiaries” " shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Vice President and Chief Operating Executive Officer of the Company (which shall at all times during the Employment Period be the most senior executive officer of the Company) and shall have the normal duties, responsibilities, functions and authority of the Vice President Chief Executive Officer, in each case subject to the power and Chief Operating Officerauthority of the Board of Representatives of International Market Centers GP, LLC (provided that, following the consummation of the contemplated initial public offering of equity securities of International Market Centers, Inc. (“Parent”) pursuant to an offering registered under the Securities Act of 1933, Executive shall be subject to the power and authority of the Board of Directors of Parent) (such applicable board, the “Board”) to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. During the Employment Period, Executive shall render such to Parent, the Company and their Subsidiaries administrative, financial and other executive and managerial services to the Company and its Subsidiaries which that are consistent with Executive’s position as the Chief Executive Officer of the Company’s board of directors (, as the “Board”) Board may from time to time direct. (b) During the Employment Period, Executive shall report to the President Board (and Chief to no other executive officer of the Company or its affiliates), and Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods consistent with past practice and the terms of this Agreement and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Company and its their Subsidiaries. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with Parent’s, the Company’s and its their Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive OfficerBoard, accept other employment or perform other services for compensation. During compensation for the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, benefit of any Person other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities do not interfere with Executive’s employment with than the Company and its SubsidiariesAffiliates; provided, that Executive may (i) continue to serve on the Board of Directors of Flexsteel Industries, Inc., and, (ii) subject to the prior written approval of the Board, serve on the board or directors of one additional company, in each case of the foregoing, so long as each such board service does not, individually or taken together, interfere or conflict with the Executive’s duties hereunder, violate any of Sections 5, 6 or 7 hereunder, or otherwise create a potential business or fiduciary conflict. Unless otherwise agreed by the parties to this Agreement, Executive’s primary places of work shall (other than travel reasonably required for Company business) be in the greater Las Vegas, Nevada metropolitan area or the greater High Point, North Carolina metropolitan area or a combination of both such areas, with the time allocated between such areas to be determined by the Board in its sole discretion with consideration to the needs of the business. In the event that during the Employment Term the Executive is required by the Company, in connection with the performance of his duties hereunder, to permanently relocate his personal residence from the greater Las Vegas area, the Executive shall be entitled to reimbursement of reasonable moving and relocation expenses incurred in connection with such move, including reasonable house-hunting trips prior to such relocation, subject to presentment to the Company of appropriate documentation, in each case to the extent consistent with Company policies as in effect from time to time, and subject to the limitations and procedures set forth in the Company’s relocation program as in effect from time to time. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “Subsidiaries” shall mean means, with respect to any corporation Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the securities total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person (or, in the case of a partnership, limited liability company or other similar entity, control of the general partnership, managing member or similar interests) or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the voting power to elect a majority direct or cause the direction of the board of directors or other governing body are, management and policies thereof is at the time of determination, owned by the Companyor controlled, directly or through indirectly, by that Person or one or more of more Subsidiariesthe other Subsidiaries of that Person or a combination thereof.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Vice President and Chief Operating Financial Officer of the Company and shall have the normal duties, responsibilities, functions and authority customarily associated with such position and such other duties and responsibilities as may be assigned from time to time to Executive by the Chief Executive Officer of the Vice President and Chief Operating Officer. During the Employment PeriodCompany, Executive shall render such administrative, financial and other executive and managerial services all subject to the Company power and its Subsidiaries which are consistent with Executive’s position as authority of the Company’s board Board of directors Directors (the “Board”) may from time or the Executive Committee of the Board (the “Executive Committee”) to time directexpand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. (b) During the Employment Period, Executive shall report to the President and Chief Executive Officer of the Company, and Executive shall devote his best efforts and his full business Executive’s full-time energies and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Executive shall perform his Executive’s duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties of the Company and exercising his authority under the Agreement, Executive shall support its Subsidiaries and implement the business and strategic plans approved from time to time by will cooperate fully with the Board and the President and Chief Executive Officer and shall support and cooperate with Committee in the advancement of the best interests of the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without except as provided herein or with the prior written consent of the President and Chief Executive OfficerBoard, accept render to any other employment person, corporation, firm, company, joint venture or perform other entity any services of any kind for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, engage in any other entity without the prior written consent of the President and Chief Executive Officer; provided activity that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities do not would interfere with the performance of Executive’s employment with duties for the Company and its Subsidiaries. Notwithstanding the foregoing, Executive may engage in charitable, civic, fraternal and trade association activities that do not interfere materially with Executive’s obligations to the Company. A schedule of activities of the nature referenced in this paragraph 2(b) in which Executive is currently engaged is set forth on Schedule A attached hereto and Executive’s continued participation in such entities shall not be considered a violation of this paragraph 2(b). Further, nothing in this Agreement shall limit Executive’s ability to: (i) serve as a member of any board of directors for any non-profit organization, so long as such membership does not interfere materially or conflict with Executive’s obligations to the Company; (ii) manage passive, non-competitive personal investments; or (iii) engage in activities as otherwise agreed by the Board in writing. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “SubsidiariesSubsidiary” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determinationnow or hereafter, owned directly or indirectly by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment PeriodTerm, Executive Employee shall serve as hold the title of Vice President - Land. The Company and Chief Operating Officer 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 Company nature of the Company, and shall have the normal duties, responsibilities, functions such other duties and authority of the Vice President and Chief Operating Officer. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services that are assigned to the Company and its Subsidiaries which are consistent with Executive’s position as Employee from time to time by the Company’s board Board of directors Directors (the “Board”) may from time ), or such other officer of the Company as shall be designated by the Board. Employee shall report to time direct.the Board, or to such other officer of the Company as shall be designated by the Board (b) During the Employment Period, Executive shall report Employee agrees to the President and Chief Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its SubsidiariesCompany. Executive Employee shall perform his duties, duties and responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligentdiligent and professional manner, trustworthy, professional and efficient manner and shall agrees to comply with all of the policies of the Company’s , including such policies with respect to legal compliance, conflicts of interest, confidentiality and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved ethics as are from time to time by in effect. During the Board and Employment Term, Employee shall not engage in any business activity which, in the President and Chief Executive Officer and shall support and cooperate reasonable judgment of the Board, conflicts or interferes with the Company’s duties and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive responsibilities of Employee hereunder, whether or not such activity is employed by the Companypursued for gain, Executive shall notprofit or other pecuniary advantage, without the prior written consent approval of the President and Chief Executive OfficerCompany or engage in or be employed by any other business; provided, accept other employment or perform other services for compensation. During however, that the Employment Period, Executive foregoing provisions of this Section 2 shall not serve as an officer limit or director ofprohibit Employee from engaging in community, charitable and social activities, personal investment activities and the endeavors 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 otherwise perform prohibit Employee from providing services to or for compensation for, any other entity without the prior written consent benefit of the President ▇▇▇▇▇▇▇▇ Entities pursuant to the Second Amended and Chief Executive Officer; provided that Executive may serve Restated Service Agreement dated as a director of an officer or director of or otherwise participate in solely educationalMarch 1, welfare, social, religious, sporting club 2005 by and civic organizations so long as such activities do not interfere with Executive’s employment with among the Company and its Subsidiariesthe ▇▇▇▇▇▇▇▇ Entities (as defined therein), as amended from time to time. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive Employee acknowledges and agrees that Employee owes a duty of loyalty, fidelity and allegiance to act at all times in the Executive will be headquartered 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 Hong KongSection 5(d)(ii), China for a period of approximately three years. (d) For purposes of this Agreement, the term “SubsidiariesAffiliate” shall mean any corporation an individual or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Companythat, directly or indirectly through one of or more Subsidiariesintermediaries, controls or is controlled by or is under common control with a specified individual or entity.

Position and Duties. (a) During the Employment Period, the Executive shall serve as President and Chief Executive Officer of the Vice Company, with overall responsibility for the business and affairs of the Company (including hire and termination authority regarding employees and officers of the Company, to the fullest extent customary for a chief executive officer, consistent with the Company’s personnel policies, Certificate of Incorporation and By-Laws, including consultation with the Board regarding hiring and termination decisions involving officers), subject to the Board’s direction, and shall have such other duties and responsibilities as are commensurate with such positions. During the Employment Period, the Executive shall report directly to the Board and shall be a member of the Board, but shall not participate in any deliberations or determinations regarding his own compensation. Notwithstanding the foregoing, until the Company’s annual report for the fiscal year ending December 31, 2005 is filed, the Executive shall be President and Chief Operating Officer of the Company and shall have the normal duties, responsibilities, functions and authority not be a member of the Vice Board. As soon as practicable following the filing of such annual report, the Executive shall be appointed President and Chief Operating OfficerExecutive Officer of the Company and a member of the Board. (b) The Executive’s principal work location, subject to travel on Company business, shall be the Company’s headquarters in Puerto Rico. During Beginning no later than December 31, 2006, and at all times thereafter during the Employment Period, the primary place of residence of the Executive and his family shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position as the Company’s board of directors (the “Board”) may from time to time directbe Puerto Rico. (bc) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive shall report is entitled, the Executive agrees to the President and Chief Executive Officer and shall devote his best efforts and his full business attention and time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company Company, and its Subsidiaries. Executive shall perform to use his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses perform faithfully and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensationefficiently such responsibilities. During the Employment Period, the Executive shall be entitled to engage in charitable and educational activities and to manage his personal and family investments, to the extent such activities are not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without competitive with the prior written consent business of the President Company or its affiliates and Chief Executive Officer; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities do not interfere in any way, in the reasonable judgment of the Board (or a committee thereof), with Executive’s employment with the performance of his duties for the Company and its Subsidiaries. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at are otherwise consistent with the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three yearsgovernance policies. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment PeriodAs Chief Executive Officer, Executive shall serve as perform the Vice President and Chief Operating Officer of the Company and shall have the normal duties, responsibilities, functions responsibilities and authority of the Vice President and Chief Operating Officer. During the Employment Period, Executive shall render customarily associated with such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position as the Company’s board of directors (most senior executive officer, including responsibility for the “Board”) may from time to time direct. (b) During the Employment Period, Executive shall report to the President and Chief Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs overall management of the Company and its SubsidiariesCompany. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder agrees to the best of his abilities in a diligent, trustworthy, professional ability and efficient manner experience that he will loyally and shall comply with the Company’s and its Subsidiaries’ policies and procedures in conscientiously perform all material respects. In performing of his duties and exercising his authority under obligations to the AgreementCompany. During Executive’s employment, Executive shall support further agrees that he (i) will devote substantially all of his business time and implement attention to the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with of the Company’s and its Subsidiaries’ efforts ; (ii) will not render commercial or professional services of any nature to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Companyany person or organization, Executive shall notwhether or not for compensation, without the prior written consent of the President Board which (subject to the Company’s Corporate Governance Guidelines referred to below) will not be unreasonably withheld; and Chief Executive Officer, accept other employment (iii) will not directly or perform other services for compensation. During indirectly engage or participate in any business or activity that is competitive in any manner with the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent business of the President and Chief Company. Nothing in this Agreement will prevent Executive Officer; provided that Executive may serve as a director from: (A) serving on advisory boards or boards of an officer or director of or otherwise participate in solely educationalcharitable organizations, welfare, social, religious, sporting club and civic organizations so long as such activities do service does not unduly interfere with the performance of Executive’s employment with the Company and its Subsidiaries. (c) For a period of time mutually agreeable duties to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire ; or (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (dB) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of serving on the board of directors of T▇▇▇▇▇▇.▇▇▇ . Note however that the Company’s Corporate Governance Guidelines provide that no officer of the Company (including the Chief Executive Officer) will accept or other governing body are, at seriously discuss joining the time board of determination, owned by any public or private for-profit company without first seeking the permission of the Corporate Governance and Nominating Committee of the Company. While Executive is an executive officer and director of the Company, directly or through one the Company will assist Executive in satisfying his reporting obligations under Section 16 of more Subsidiariesthe Securities Exchange Act of 1934 (the “Exchange Act”). The period of Executive’s employment under this Agreement is referred to herein as the “Employment Term.”

Position and Duties. (a) During the Employment PeriodTerm, Executive shall serve as the Chief Commercial Officer of Luminant and as Executive Vice President and of the Company. As Chief Operating Commercial Officer of the Company and shall have the normal duties, responsibilities, functions and authority of the Vice President and Chief Operating Officer. During the Employment PeriodLuminant, Executive shall render such administrativehave responsibility for Luminant Energy (the entity responsible for the wholesale marketing, financial trading, origination and other executive activities of Luminant), Generation Development, Risk, and managerial services fundamentals and structuring duties, and the most senior manager of each function for which Executive is solely responsible shall report to Executive. As an Executive Vice President of the Company, Executive shall have responsibility for Corporate Strategy and Corporate Development/M&A for the Company and its Subsidiaries which are consistent with Executive’s position subsidiaries. In both positions, Executive shall have such duties described above and other duties, authority and responsibilities as the Company’s board of directors (the “Board”) may shall be determined from time to time directby the President and CEO of the Company, which duties, authority and responsibilities shall be customary for Executive’s position in a business of similar size, type and nature to that of Luminant or the Company, as appropriate. Executive shall report to the President and CEO of the Company with respect to his responsibilities to Luminant and the Company. Executive shall also serve as a member of the Strategy and Policy Committee for the Company. (b) During the Employment PeriodTerm, Executive shall report to the President and Chief Executive Officer and shall will devote his best efforts and his Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) best efforts to the business and affairs performance of the Company duties described in Section 2(a) and its Subsidiarieswill not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere, directly or indirectly, with performance of Executive’s duties. Executive shall perform his dutiesmay participate in civic and charitable activities and may serve on the board of non-profit organizations and on the board of one outside company, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities do not interfere with Executive’s employment with the Company and its Subsidiaries. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority obtains prior approval of the board of directors of the Company (as used herein, the term “Board” shall mean the board of directors of the Company or a committee designated by such board), which shall not be unreasonably withheld, prior to accepting appointment or reappointment to a board of directors or trustees of any other governing body arebusiness, at corporation or charitable organization; provided, further, that, in each case, such activities do not conflict or interfere with the time performance of determination, owned by the Company, directly Executive’s duties hereunder or through one of more Subsidiariesconflict with Section 9.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Vice President and Chief Operating Financial Officer of the Company and shall have the normal duties, responsibilities, functions and authority customarily associated with such position and such other duties and responsibilities as may be assigned from time to time to Executive by the Chief Executive Officer of the Vice President and Chief Operating Officer. During the Employment PeriodCompany, Executive shall render such administrative, financial and other executive and managerial services all subject to the Company power and its Subsidiaries which are consistent with Executive’s position as authority of the Company’s board Board of directors Directors (the “Board”) may from time and Executive Committee of the Board (the “Executive Committee”) to time directexpand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. (b) During the Employment Period, Executive shall report to the President and Chief Executive Officer and Executive shall devote his best efforts and his full business Executive’s full-time energies and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Executive shall perform his Executive’s duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties of the Company and exercising his authority under the Agreement, Executive shall support its Subsidiaries and implement the business and strategic plans approved from time to time by will cooperate fully with the Board and in the President and Chief Executive Officer and shall support and cooperate with advancement of the best interests of the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, except as provided herein or without the prior written consent of the President and Chief Executive OfficerBoard, accept render to any other employment person, corporation, firm, company, joint venture or perform other entity any services of any kind for compensation, or engage in any other activity that would compete with the Company or its Subsidiaries, and/or interfere with the performance of Executive’s duties for the Company and its Subsidiaries. During the Employment PeriodNotwithstanding, Executive may engage in charitable, civic, fraternal and trade association activities that do not interfere materially with Executive’s obligations to the Company. Further, nothing in this Agreement shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may limit Executive’s ability to: (i) serve as a director member of an officer or director any board of or otherwise participate in solely educationaldirectors for any non-profit organization, welfare, social, religious, sporting club and civic organizations so long as such activities do membership does not interfere materially or conflict with Executive’s employment with obligations to the Company; or (ii) as otherwise agreed by the Board in writing. As of the date hereof, Executive represents and warrants that Executive does not have any financial interest in any competitor, supplier or customer of the Company and or its Subsidiaries; provided that passive ownership (i.e., Executive does not directly or indirectly participate in the business or management of the applicable entity) of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange shall not be deemed to be a financial interest in a competitor, supplier or customer of the Company or its Subsidiaries. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “SubsidiariesSubsidiary” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determinationnow or hereafter, owned directly or indirectly by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment PeriodTerm, Executive Employee shall serve as hold the title of Vice President - Land. The Company and Chief Operating Officer 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 Company nature of the Company, and shall have the normal duties, responsibilities, functions such other duties and authority of the Vice President and Chief Operating Officer. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services that are assigned to the Company and its Subsidiaries which are consistent with Executive’s position as Employee from time to time by the Company’s board Board of directors Directors (the “Board”) may from time ), or such other officer of the Company as shall be designated by the Board. Employee shall report to time directthe Board, or to such other officer of the Company as shall be designated by the Board. (b) During the Employment Period, Executive shall report Employee agrees to the President and Chief Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its SubsidiariesCompany. Executive Employee shall perform his duties, duties and responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligentdiligent and professional manner, trustworthy, professional and efficient manner and shall agrees to comply with all of the policies of the Company’s , including such policies with respect to legal compliance, conflicts of interest, confidentiality and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved ethics as are from time to time by in effect. During the Board and Employment Term, Employee shall not engage in any business activity which, in the President and Chief Executive Officer and shall support and cooperate reasonable judgment of the Board, conflicts or interferes with the Company’s duties and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive responsibilities of Employee hereunder, whether or not such activity is employed by the Companypursued for gain, Executive shall notprofit or other pecuniary advantage, without the prior written consent approval of the President and Chief Executive OfficerCompany or engage in or be employed by any other business; provided, accept other employment or perform other services for compensation. During however, that the Employment Period, Executive foregoing provisions of this Section 2 shall not serve as an officer limit or director ofprohibit Employee from engaging in community, charitable and social activities, personal investment activities and the endeavors 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 otherwise perform prohibit Employee from providing services to or for compensation for, any other entity without the prior written consent benefit of the President ▇▇▇▇▇▇▇▇ Entities pursuant to the Second Amended and Chief Executive Officer; provided that Executive may serve Restated Service Agreement dated as a director of an officer or director of or otherwise participate in solely educationalMarch 1, welfare, social, religious, sporting club 2005 by and civic organizations so long as such activities do not interfere with Executive’s employment with among the Company and its Subsidiariesthe ▇▇▇▇▇▇▇▇ Entities (as defined therein), as amended from time to time. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive Employee acknowledges and agrees that Employee owes a duty of loyalty, fidelity and allegiance to act at all times in the Executive will be headquartered 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 Hong KongSection 5(d)(ii), China for a period of approximately three years. (d) For purposes of this Agreement, the term “SubsidiariesAffiliate” shall mean any corporation an individual or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Companythat, directly or indirectly through one of or more Subsidiariesintermediaries, controls or is controlled by or is under common control with a specified individual or entity.

Position and Duties. (ai) During the Employment Period, Executive shall serve as the Vice President Chairman of the Board and Chief Operating Executive Officer of Aceto and perform such duties and functions commensurate with such title as the Company and Board of Directors of Aceto (the “Board”) shall have the normal dutiesreasonably determine. Executive’s services shall be performed principally at ▇▇▇▇▇’▇ headquarters in Lake Success, responsibilities, functions and authority of the Vice President and Chief Operating OfficerNew York or such other headquarters as may exist from time to time. During the Employment Period, the Executive shall render shall, if elected or appointed, serve as (a) an officer of Aceto and/or any subsidiaries of Aceto in existence or hereafter created or acquired and (b) a director of Aceto and/or any such administrativesubsidiaries of Aceto in existence or hereafter created or acquired, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position as the Company’s board of directors (the “Board”) may in each case without any additional compensation for such services. However, from time to time directtime, Executive may also be required by his job responsibilities to travel on Aceto business, and Executive agrees to do so. Executive shall not be required to relocate from the Lake Success, New York area unless Aceto relocates its corporate headquarters, in which event Executive may be required to relocate to such location. (bii) During the Employment Period, Executive shall report agrees to the President and Chief Executive Officer and shall devote his best efforts and his full business full-time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Aceto. Executive’s employment under this Agreement shall be Executive’s exclusive employment during the Company and its SubsidiariesEmployment Period. Executive shall perform his dutiesmay not engage, responsibilities and functions directly or indirectly, in any other business, investment, or activity that interferes with Executive's performance of Executive's duties hereunder, is contrary to the Company interest of Aceto or any of its subsidiaries, or requires any significant portion of Executive's business time. The foregoing notwithstanding, the parties recognize and its Subsidiaries hereunder to the best of his abilities agree that Executive may engage in a diligentpersonal investments, trustworthyother business activities and civic, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity charitable or religious activities which do not conflict with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent affairs of the President and Chief Executive Officer, accept other employment Aceto or perform other services for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities do not interfere with Executive’s employment with the Company and its Subsidiaries. (c) For a period 's performance of time mutually agreeable to the his duties hereunder. Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of may not serve on the board of directors or of any entity other governing body are, at than Aceto during the time Employment Period without the written approval of determination, owned by the Company, directly or through one Board. Executive shall be permitted to retain any compensation received for approved service on any unaffiliated corporation's board of more Subsidiariesdirectors.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Vice President and Chief Operating Officer of the Company and Chief Technology Officer and shall have the normal duties, responsibilities, functions and authority of the Vice President Chief Operating Officer and Chief Operating Technology Officer, subject to the power and authority of EVgo Holding, LLC’s (“Holdings”) board of managers (the “Board”) and the Company’s Chief Executive Officer (the “CEO”) to expand or limit such duties, responsibilities, functions and authority generally consistent with Executive’s position. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position position, as the Company’s board of directors (Board or the “Board”) CEO may from time to time direct. (b) During the Employment Period, Executive shall report to the President and Chief Executive Officer CEO and shall devote his Executive’s best efforts and his Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Executive shall perform his Executive’s duties, responsibilities and functions to for the Company and its Subsidiaries hereunder to the best of his Executive’s abilities in a diligent, trustworthy, legal, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his Executive’s duties and exercising his Executive’s authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive OfficerBoard, accept other employment or perform other services for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other person or entity without the prior written consent of the President Board and Chief Executive Officerexcept as set forth on Exhibit B; provided that Executive may serve as a director of an officer or director of of, or otherwise participate in in, solely educational, welfare, social, religious, sporting club not-for-profit and civic organizations so long as such activities do not interfere with Executive’s employment with the Company and its Subsidiaries. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Vice President and Chief Operating Officer of the Company and shall have the normal duties, responsibilities, functions and authority of the Vice President and Chief Operating Officer, subject to the power and authority of the Company’s Board of Directors (the “Company Board”) and the Parent’s Board of Directors (the “Parent Board” or the “Board”), in consultation with the Company’s Chief Executive Officer (the “Chief Executive Officer”), to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. During the Employment Period, Executive shall render such to Parent and its Subsidiaries administrative, financial and other executive and managerial services to the Company and its Subsidiaries which that are consistent with Executive’s position as the Company’s board of directors (the “Board”) Board may from time to time direct. (b) During the Employment Period, Executive shall report to the President and Chief Executive Officer and the Board, and Executive shall devote his best efforts and his her full business time and attention (except for permitted vacation periods consistent with past practice and reasonable periods of illness or other incapacity) to the business and affairs of the Company Parent and its Subsidiaries. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his her duties and exercising his her authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the CompanyParent’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive OfficerBoard, accept other employment or perform other services for compensation. During the Employment PeriodUnless otherwise agreed by Executive, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities do not interfere with Executive’s employment with place of work shall be in the greater Attleboro, Massachusetts metropolitan area, except for travel reasonably required for Company and its Subsidiariesbusiness. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the CompanyParent, directly or through one of or more Subsidiaries.

Position and Duties. (ai) During the Employment Period, (1) the Executive shall serve as the Senior Vice President - Sales and Chief Operating Officer Marketing of the Company Company, (2) the Executive's status, and reporting requirements, authority, duties and responsibilities shall have be at least commensurate in all material respects with the normal dutiesmost significant of those held, responsibilitiesexercised and assigned at any time during the 180-day period immediately preceding the Effective Time, functions and authority of (3) the Vice President and Chief Operating Officer. During Executive's services shall be performed at the Employment Period, location where the Executive shall render was employed immediately preceding the Effective Time or any office or location less than sixty (60) miles from such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position as the Company’s board of directors (the “Board”) may from time to time directlocation. (bii) During the Employment Period, Executive shall report to the President and Chief Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable excluding any periods of illness or other incapacity) vacation and sick leave to which the Executive is entitled, the Executive agrees to devote full attention and time during normal business hours to the business and affairs of the Company and its Subsidiaries. Executive shall perform his dutiesand, responsibilities and functions to the Company and its Subsidiaries hereunder extent necessary to discharge the responsibilities assigned to the best of his abilities Executive hereunder, to perform faithfully such responsibilities in a diligent, trustworthy, professional and efficient manner and shall comply consistent with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensationperformance. During the Employment Period, Executive Period it shall not be a violation of this Agreement for the Executive to (1) serve as an officer on corporate, civic or director ofcharitable boards or committees, (2) deliver lectures, fulfill speaking engagements or otherwise perform services teach at educational institutions, and (3) manage personal investments (including without limitation land banking for compensation forthe Company and others), any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities do not significantly interfere with the performance of the Executive’s employment 's responsibilities as an Executive of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Time, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Time shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company. The Company and its Subsidiaries. (c) For a period of also may from time mutually agreeable to time assign additional or other duties to the Executive in conjunction with the restructuring of the Parent and its subsidiaries, which additional or other duties shall be reasonably consistent with the Executive's experience and position with the Company; provided, however, that no such assignment shall be made without the Executive's prior written consent. If the Executive is appointed or elected an officer or director of any of the Company's affiliates, and the President and Chief Executive Officerconsents in writing to such appointment, the Executive will work at fulfill his duties as such officer or director without additional compensation. Upon his termination of employment with the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that automatically shall cease to be an employee, officer or director of any affiliate of the Executive will be headquartered in Hong KongCompany, China for a period of approximately three years. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of unless the board of directors or other governing body are, at of the time of determination, owned by the Company, directly or through one of more SubsidiariesCompany provides otherwise.

Position and Duties. (a) Effective as of the Effective Date and during the Employment Period, Executive will serve as Acting Chief Executive Officer (“Acting CEO”) of the Company while the Company recruits a permanent Chief Executive Officer. Executive shall also serve as a director on the Board of Directors of the Company (the “Board”), as separately appointed by the Board in accordance with the Company’s Amended and Restated Bylaws. The Board will consider Executive as a candidate for the permanent CEO role. As Acting CEO, Executive shall have the role of interim Chief Executive Officer of the Company, reporting directly to the Board with such authority and powers as are generally associated with the role of a public company. During the Employment Period, Executive shall serve as the Vice President and Chief Operating Officer of the Company and shall have the normal duties, responsibilities, functions and Board may add or subtract Executive’s authority of the Vice President and Chief Operating Officerand/or responsibilities at any time at its discretion. During the Employment Period, Executive shall render such administrativewill devote Executive’s full business time, financial skill, attention, and other executive and managerial services best efforts to the Company and its Subsidiaries which are consistent with performance of Executive’s position duties, subject to customary carve-outs for charitable activities and management of personal affairs that do not materially interfere with the performance of Executive’s duties to the Company. So long as Executive is not travelling on Company business, executive’s duties shall be principally performed at the Company’s board of directors (the “Board”) may from time to time directLehi, Utah headquarters. (b) During the Employment Period, Executive shall report to the President and Chief Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive OfficerBoard, accept other employment or perform other services for compensation. During compensation or that interfere with Executive’s employment with the Employment PeriodCompany; provided, Executive shall not serve as an officer or director ofhowever, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely purely educational, welfare, social, religious, sporting club religious and civic organizations so long as such activities are not in competition with the Company or do not interfere with Executive’s employment with the Company and its Subsidiariesability to carry out Executive’s duties under this Agreement. (c) For a period Executive shall comply with all lawful rules, policies, procedures, regulations and administrative directions now or hereafter reasonably established by the Company for employees of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Senior Vice President and Chief Operating Officer of Controls, of the Company and shall have the normal duties, responsibilities, functions and authority of the Senior Vice President of Controls, subject to the power and authority of the Company’s Board of Directors (the “Company Board”) and the Parent’s Board of Directors (the “Parent Board” or the “Board”), in consultation with the Company’s Chief Operating Executive Officer (the “Chief Executive Officer”), to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. During the Employment Period, Executive shall render such to Parent and its Subsidiaries administrative, financial and other executive and managerial services to the Company and its Subsidiaries which that are consistent with Executive’s position as the Company’s board of directors (the “Board”) Board may from time to time direct. (b) During the Employment Period, Executive shall report to the President and Chief Executive Officer and the Board, and Executive shall devote his best efforts and his full business time and attention (except for permitted vacation periods consistent with past practice and reasonable periods of illness or other incapacity) to the business and affairs of the Company Parent and its Subsidiaries. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the CompanyParent’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive OfficerBoard, accept other employment or perform other services for compensation. During the Employment PeriodUnless otherwise agreed by Executive, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities do not interfere with Executive’s employment with place of work shall be in the greater Attleboro, Massachusetts metropolitan area, except for travel reasonably required for Company and its Subsidiariesbusiness. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the CompanyParent, directly or through one of or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive Employee shall serve as the Vice President and Chief Operating Officer of the Company and shall have the normal duties, responsibilities, functions and authority of the Vice President and Chief Operating Officer. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position as the Company’s board of directors (the “Board”) may from time to time direct. (b) During the Employment Period, Executive shall report to the President and Chief Executive Officer of the Company, and shall devote his best efforts have the usual and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Executive shall perform his customary duties, responsibilities and functions to the Company authority of such position. Employee acknowledges and its Subsidiaries hereunder agrees that he shall perform his duties and responsibilities faithfully and to the best of his abilities in a diligent, trustworthy, professional and efficient businesslike manner and shall comply in accordance with the Company’s Employee Handbook and its Subsidiaries’ policies Code of Business Conduct. (b) Employee shall report solely to the Board of Directors of the Company (the “Board”), shall work on a full-time basis for the Company and procedures in all material respects. In performing shall devote his duties entire business time, attention, skills and exercising his authority under the Agreement, Executive shall support and implement energies to the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with affairs of the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensation. During the Employment Period, Executive Employee shall not serve as an officer or director ofengage in any business activity which, or otherwise perform services for compensation for, any other entity without in the prior written consent reasonable judgment of the President and Chief Executive OfficerBoard, conflicts with the duties of Employee hereunder, whether or not such activity is pursued for gain, profit or other pecuniary advantage; provided that Executive may serve that, as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities do not interfere with ExecutiveEmployee’s employment duties hereunder, Employee may (i) with the prior written approval of the Board, serve on the board of one (1) for-profit company that does not compete with the Company, and (ii) participate in charitable, civic, educational, professional, community and industry affairs. Employee agrees that he shall promptly report any conflict in writing to the Board, disclosing any outside business or investment opportunities made available to Employee in which the Company and its Subsidiariesmay or might have an interest where the Company does or may do business. (c) For The Company shall take such action as may be necessary to appoint Employee as a period member of time mutually agreeable the Board as of the Effective Time, and to nominate (and re-nominate) Employee for re-election as a member of the Executive and Board as of any date during the President and Chief Executive Officer, the Executive will work at Employment Period on which Employee’s term as a Board member would otherwise expire (including recommending to the Company’s offices in Nashua, New Hampshire (or another location stockholders in the United States mutually agreeable Company’s annual Proxy Statement that they vote to continue Employee’s membership on the Executive and the President and Chief Executive OfficerBoard, as applicable). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

Position and Duties. Executive shall be employed by each Company as its Chief Executive Officer (a"CEO") reporting to the Board of Directors of each Company. CEO agrees to devote the necessary business time, energy and skill to her duties at each Company, and will be permitted engage in outside consulting and/or employment provided said services do not materially interfere with Executive’s obligations to each Company under the terms of this Agreement. Executive agrees to advise the Board of Directors of the Parent of any outside services, and such Board’s approval of Executive’s participation in any such outside services shall not be unreasonably withheld or delayed. If such Board does not affirmatively approve of any such outside engagements within thirty (30) days after Executive informs the Board, the Board’s approval shall be deemed to have been given. The duties of Executive under this Agreement shall include all those duties customarily performed by a CEO as well as providing advice and consultation on general corporate matters, particularly related to shareholder and investor relations, assisting the Parent with respect to raising equity and other financing for the Companies, and other projects as may be assigned by either Company’s Board of Directors on an as needed basis. During the Employment Periodterm of Executive's employment, Executive shall have the right to serve as on boards of directors of other for-profit or not-for-profit entities provided such service does not materially adversely affect the Vice President performance of Executive's duties to each Company under this Agreement, and Chief Operating Officer are not in conflict with the interests of each Company. For the Company and avoidance of doubt, without any approval, Executive shall have the normal dutiesright to serve on boards of directors of, responsibilitiesand otherwise provide services to, functions and authority of the Vice President and Chief Operating Officer. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services entities as described on Exhibit A. In addition to the Company and its Subsidiaries which are consistent with Executive’s position appointment as the Company’s board of directors (the “Board”) may from time to time direct. (b) During the Employment Period, Executive shall report to the President and Chief Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the each Company, Executive shall not, without be nominated to stand for election to the prior written consent Board of the President and Chief Directors of each Company at each of its scheduled shareholders meeting so long as Executive Officer, accept other employment or perform other services for compensationremains as CEO of either Company. During the Employment PeriodAs a member of each Company's Board, Executive shall not serve continue to be subject to the provisions of each Company's bylaws and all applicable general corporation laws relative to her position on the Board. In addition to each Company's bylaws, as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent a member of the President and Chief Board, Executive Officer; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities do not interfere with Executive’s employment with the Company and its Subsidiaries. (c) For a period of time mutually agreeable shall also be subject to the Executive statement of powers, both specific and the President and Chief Executive Officergeneral, the Executive will work at the set forth in each Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period 's Articles of approximately three yearsIncorporation. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Vice President and Chief Operating Officer Executive Chairman of the Company and shall have the normal duties, responsibilities, functions and authority of the Vice President customarily associated with such position and Chief Operating Officer. During the Employment Period, such other duties and responsibilities as may be assigned from time to time to Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position as by the Company’s board Board of directors Directors (the “Board”) may from time ), all subject to time directthe power and authority of the Company’s shareholders to expand or limit such duties, responsibilities, functions and authority. (b) During the Employment Period, Executive shall report to the President Board, and Chief Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Executive shall perform his Executive’s duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties of the Company and exercising his authority under the Agreement, Executive shall support its Subsidiaries and implement the business and strategic plans approved from time to time by will cooperate fully with the Board and the President and Chief Executive Officer and shall support and cooperate with Committee in the advancement of the best interests of the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without except as provided herein or with the prior written consent of the President and Chief Executive OfficerBoard, accept (i) render to any other employment person, corporation, firm, company, joint venture or perform other services for compensation. During the Employment Period, Executive shall not serve as an officer or director ofentity any services, or otherwise perform services for compensation for, (ii) engage in any other entity without the prior written consent activity, and in each of the President case of (i) and Chief Executive Officer; provided (ii), that Executive may serve as a director would directly compete with the business of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities do not interfere with Executive’s employment with the Company and its SubsidiariesSubsidiaries in designing, making, manufacturing, selling, distributing, sourcing and/or marketing tactical or tactical-inspired: apparel, outerwear, nylon, footwear, gear and/or accessories (“Competitive Businesses”). Notwithstanding the foregoing, Executive may engage in charitable, civic, fraternal and trade association activities. Further, nothing in this Agreement shall limit Executive’s ability to: (i) serve as a member of any board of directors for any entity on which Executive currently serves as a director; (ii) serve as a member of any board of any non-profit organization; (iii) manage passive, non-competitive personal investments, including, without limitation beneficially owning up to 5% of the outstanding equity securities of a for-profit business, firm, entity or organization, the equity securities of which are publicly traded; or (iv) engage in activities as otherwise agreed by the Board in writing, such agreement not to be unreasonably withheld (each a “Permitted Service”). (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “SubsidiariesSubsidiary” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determinationnow or hereafter, owned directly or indirectly by the Company, directly or through one of more Subsidiaries.

Position and Duties. (ai) During Prior to the Employment PeriodEffective Date, the Executive shall serve as President of ADT Inc. with responsibilities, duties, and authority customary for such position. As of the Vice Effective Date, the Executive shall (i) cease serving as President of ADT Inc. and its subsidiaries and Affiliates and (ii) serve as Chief Operating Executive Officer of the Company ADT Inc. with responsibilities, duties, and shall have the normal authority customary for such position. Such duties, responsibilities, functions and authority may include services for one or more subsidiaries of ADT Inc. (including, but not limited to, the Vice President and Chief Operating OfficerCompany). During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services Doc#: US1:12259230v9 Prior to the Company and its Subsidiaries which are consistent with Executive’s position as Effective Date, the Company’s board of directors (the “Board”) may from time to time direct. (b) During the Employment Period, Executive shall report to the President and Chief Executive Officer and of the Company. As of the Effective Date, the Executive shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) report to the business Board. The Executive agrees to observe and affairs of the Company and its Subsidiaries. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s rules and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved as adopted from time to time by the Board Company. The Executive shall devote his full business time, skill, attention, and best efforts to the President performance of his duties hereunder; provided, however, that the Executive shall be entitled to (A) serve on civic, charitable, and Chief Executive Officer religious boards and, with advance notice to the Board, one (1) for-profit board of directors, and shall support (B) manage the Executive’s personal and cooperate family investments, in each case, to the extent that such activities do not materially interfere with the Companyperformance of the Executive’s duties and its Subsidiaries’ efforts to expand their businesses and operate profitably and responsibilities hereunder, are not in conformity conflict with the business interests of the Company or its Affiliates, and strategic plans approved by do not otherwise compete with the business of the Company or its Affiliates. (ii) As of the Effective Date, the Executive will be appointed as a member of the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensation. During the Employment PeriodTerm, but following the Effective Date, ADT Inc. shall nominate the Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may serve re-election as a director of an officer or ADT Inc. upon the expiration of the Executive’s initial term as a director and upon the expiration of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities do not interfere with each subsequent term thereafter. (iii) The principal place of the Executive’s employment with the Company and its Subsidiaries. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at shall be the Company’s offices corporate headquarters in NashuaBoca Raton, New Hampshire (or another location in the United States mutually agreeable Florida. The Executive shall perform his duties and responsibilities to the Executive Company at such principal place of employment and at such other location(s) to which the President and Chief Executive Officer). After this initial period, Company may reasonably require the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China to travel for a period of approximately three yearsCompany business purposes. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a1) During Employment Period, the Executive shall serve as President and Chief Executive Officer and as a Director of the Company and, in so doing, shall have the normal responsibilities, duties and authority associated with such position and such additional customary responsibilities, duties and authority as may be assigned from time to time by the Board of Directors of the Company (the “Board”), subject to the general direction, approval and control of the Board. The Executive shall report to the Board. The Company shall propose that the Executive be appointed or elected to the Board and, during the Employment Period, the Company shall propose the Executive for re-election to the Board. (2) During the Employment Period, the Executive shall serve as the Vice President and Chief Operating Officer of the Company and shall have the normal duties, responsibilities, functions and authority of the Vice President and Chief Operating Officer. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services agrees to the Company and its Subsidiaries which are consistent with Executive’s position as the Company’s board of directors (the “Board”) may from time to time direct. (b) During the Employment Period, Executive shall report to the President and Chief Executive Officer and shall devote his best efforts and his full business working time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. to use his best efforts to perform faithfully, effectively and efficiently his duties. (3) During the Employment Period, the Executive shall perform his dutiesnot engage in any activities in competition with the Company or its affiliates or participate in any business, responsibilities either as an employee, officer, director, shareholder or contractor, in competition with the Company or its affiliates, but instead the Executive agrees to devote the Executive’s full productive time, attention, energy and functions ability to the Company and its Subsidiaries hereunder furtherance of the Company’s business. The aforementioned prohibition shall not extend to the best ownership by the Executive of his abilities any publicly-traded securities. Further, during the Employment Period, the Executive agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Board. However, it shall not be a diligentviolation of this Agreement for the Executive to (i) deliver lectures or fulfill speaking engagements; (ii) manage personal investments; and (iii) subject to the prior approval of the Board (which approval shall not be unreasonably withheld), trustworthyserve on industry trade, professional civic, or charitable boards or committees or on for-profit corporate boards of directors and efficient manner advisory committees, as long as the activities set forth in (i) – (iii) do not interfere with the performance of the Executive’s duties and responsibilities to the Company. The Board shall be deemed to have approved the Executive’s board or committee roles with (1) The Alamdeda County Community Food Bank and (2) Students in Free Enterprise (SIFE). (4) The Executive agrees to observe and comply with the Company’s policies, practices, and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreementprocedures, Executive shall support and implement the business and strategic plans approved as adopted or amended from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities do not interfere with Executive’s employment with the Company and its Subsidiariestime. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During From the Employment PeriodEffective Date until such time as a permanent Chief Financial Officer is appointed, Executive shall serve as the Interim Chief Financial Officer and shall have the normal duties, responsibilities, functions and authority customarily associated with such position and such other duties and responsibilities as may be assigned from time to time to Executive by the Company’s Chief Executive Officer, Board of Directors (the “Board”) and Executive Committee of the Board (the “Executive Committee”), all subject to the power and authority of the Board and the Executive Committee to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. (b) Following the appointment of a permanent Chief Financial Officer, Executive shall serve as the Senior Vice President and Chief Operating Officer President, Finance of the Company and shall have the normal duties, responsibilities, functions and authority of the Vice President customarily associated with such position and Chief Operating Officer. During the Employment Period, Executive shall render such administrative, financial other duties and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position responsibilities as the Company’s board of directors (the “Board”) may be assigned from time to time directto Executive by the Company’s Chief Executive Officer, Chief Financial Officer, Board and Executive Committee, all subject to the power and authority of the Board and the Executive Committee to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. (bc) During the Employment Period, Executive shall report to the President and Chief Executive Officer and shall devote his best efforts and his full business Executive’s full-time energies and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Executive shall perform his Executive’s duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional professional, ethical and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures of the Company and its Subsidiaries and will cooperate fully with the Board in all material respectsthe advancement of the best interests of the Company. In performing his duties and exercising his authority under the AgreementNotwithstanding, Executive may engage in charitable, civic, fraternal and trade association activities that do not interfere materially with Executive’s obligations to the Company or any Subsidiary. Further, nothing in this Agreement shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Companylimit Executive’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may ability to: (i) serve as a director member of an officer or director any board of or otherwise participate in solely educationaldirectors for any non-profit organization, welfare, social, religious, sporting club and civic organizations so long as such activities do membership does not interfere materially or conflict with Executive’s employment with obligations to the Company and its Subsidiaries. or any Subsidiary; or (cii) For a period of time mutually agreeable to as otherwise agreed by the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices Board in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three yearswriting. (d) For purposes of this Agreement, “SubsidiariesSubsidiary” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determinationnow or hereafter, owned directly or indirectly by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Vice President and Chief Operating Executive Officer of (the Company “CEO”) and shall have the normal duties, responsibilities, functions and authority of the Vice President CEO, subject to the power and Chief Operating Officerauthority of the board of directors of EVgo, Inc. (the "Board") to expand or limit such duties, responsibilities, functions and authority generally consistent with Executive's position. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to EVgo Inc., the Company and its Subsidiaries (collectively, the “Company Group”) which are consistent with Executive’s position 's position, as the Company’s board of directors (the “Board”) Board may from time to time direct. During the Employment Period, the Executive shall also serve as a director on the Board. (b) During the Employment Period, Executive shall report to the President and Chief Executive Officer Board and shall devote his Executive’s best efforts and his Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its SubsidiariesGroup. Executive shall perform his Executive’s duties, responsibilities and functions to for the Company and its Subsidiaries Group hereunder to the best of his Executive’s abilities in a diligent, trustworthy, legal, professional and efficient manner and shall comply with the CompanyCompany Group’s and its Subsidiaries’ policies and procedures in all material respects. In performing his Executive’s duties and exercising his Executive’s authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the CompanyCompany Group’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive OfficerBoard, accept other employment or perform other services for compensationcompensation other than those activities set forth on Schedule A, so long as such service does not cause a conflict of interest or interfere with Executive’s duties hereunder; provided, that if the Board determines it is not in the best interests of the Company for Executive to continue any activity listed on Schedule A, Executive shall cease such activity as soon as reasonably practicable. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other person or entity without the prior written consent of the President and Chief Executive OfficerBoard; provided provided, that Executive may serve as a director of an officer or director of of, or otherwise participate in in, solely educational, welfare, social, religious, sporting club not-for-profit and civic organizations so long as such activities do not interfere with Executive’s 's employment with the Company and its SubsidiariesGroup. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Senior Executive Vice President and Chief Operating Human Resources Officer of the Company and shall have in such other positions with the normal duties, responsibilities, functions Company and authority of the its subsidiaries consistent with Executive’s position as Senior Executive Vice President and Chief Human Resources Officer, as the Company reasonably may assign. In such capacity Executive shall report solely and directly (i) to the Chief Executive Officer of the Company or (ii) to its Chief Operating Officer, should the Company appoint a COO and elect to have Executive report to such COO, in its discretion. During the Employment Period, Executive shall render such administrative, financial devote all Executive’s business time on a full-time and other executive and managerial services exclusive basis to the Company services required hereunder, and its Subsidiaries which are consistent shall perform such services in a manner consonant with the duties of Executive’s position as the Company’s board of directors (the “Board”) may from time to time direct. (b) During the Employment Period, position. Executive shall report be subject to the President terms and Chief Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods conditions of illness or other incapacity) to the business and affairs any applicable policy of the Company and its Subsidiaries. Executive shall perform his duties(including, responsibilities and functions to the without limitation, “The ▇▇▇▇ Disney Company and its Subsidiaries hereunder to Associated Companies Standards of Business Conduct” booklet and the best of his abilities in a diligentEmployee Policy Manual), trustworthy, professional as reasonably made available and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved as interpreted from time to time by the Board Company, provided that, subject to the provisions of Paragraph 7 and the President Employee Policy Manual, nothing herein shall preclude Executive from (i) engaging in charitable activities and community affairs, and (ii) managing Executive’s personal investments, so long as the activities listed in subclauses (i)-(ii) do not materially interfere, individually or in the aggregate, with the proper performance of Executive’s duties and responsibilities hereunder. Notwithstanding the Policy on Board Service contained in the Employee Policy Manual, during the six-month period preceding the Scheduled Expiration Date, Executive shall, upon reasonable notice to and absent objection by the Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by of the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services be entitled to explore opportunities for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities do not interfere with Executive’s employment with the Company and its Subsidiaries. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of service on the board of directors or other governing body areof any public company that is not a Designated Business, at as such term is defined in the time Consulting Agreement (Exhibit A, attached hereto). For the avoidance of determinationdoubt, owned actual service on the board of directors of any public company while employed by the Company, directly or through one of more SubsidiariesCompany remains prohibited.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Senior Vice President and Chief Operating Officer President, Global Operations of the Company and shall have the normal duties, responsibilities, functions and authority customarily associated with such position and such other duties and responsibilities as may be assigned from time to time to Executive by the Chief Executive Officer of the Vice President and Chief Operating Officer. During the Employment PeriodCompany, Executive shall render such administrative, financial and other executive and managerial services all subject to the Company power and its Subsidiaries which are consistent with Executive’s position as authority of the Company’s board Board of directors Directors (the “Board”) may from time and Executive Committee of the Board (the “Executive Committee”) to time directexpand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. (b) During the Employment Period, Executive shall report to the President and Chief Executive Officer and Executive shall devote his best efforts and his full business Executive’s full-time energies and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Executive shall perform his Executive’s duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional professional, ethical and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties of the Company and exercising his authority under the Agreement, Executive shall support its Subsidiaries and implement the business and strategic plans approved from time to time by will cooperate fully with the Board and in the President and Chief Executive Officer and shall support and cooperate with advancement of the best interests of the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the CompanyCompany or any Subsidiary, Executive shall not, except as provided herein or without the prior written consent of the President and Chief Executive OfficerBoard, accept render to any other employment person, corporation, firm, company, joint venture or perform other entity any services of any kind for compensation, or engage in any other activity, that would compete with the Company or its Subsidiaries, and/or interfere with the performance of Executive’s duties for the Company and its Subsidiaries. During the Employment PeriodNotwithstanding, Executive may engage in charitable, civic, fraternal and trade association activities that do not interfere materially with Executive’s obligations to the Company or any Subsidiary. Further, nothing in this Agreement shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may limit Executive’s ability to: (i) serve as a director member of an officer or director any board of or otherwise participate in solely educationaldirectors for any non-profit organization, welfare, social, religious, sporting club and civic organizations so long as such activities do membership does not interfere materially or conflict with Executive’s employment with obligations to the Company or any Subsidiary; or (ii) as otherwise agreed by the Board in writing. Executive represents and warrants that Executive does not now, and will not during the Term of employment hereunder, have any financial interest in any competitor, supplier or customer of the Company or its Subsidiaries; provided that passive ownership (i.e., Executive does not directly or indirectly participate in the business or 1 management of the applicable entity) of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange shall not be deemed to be a financial interest in a competitor, supplier or customer of the Company or its Subsidiaries. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “SubsidiariesSubsidiary” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determinationnow or hereafter, owned directly or indirectly by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Vice President and Chief Operating Officer of the Company and shall have the normal duties, responsibilities, functions and authority of the Vice President President, subject to the power and authority of the Board or the Chief Operating OfficerExecutive Officer to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company ▇▇▇▇▇▇▇ and its Subsidiaries which are consistent with Executive’s 's position as the Company’s board of directors (Board or the “Board”) Chief Executive Officer may from time to time direct. (b) During the Employment Period, Executive shall report to the President Board and the Chief Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company ▇▇▇▇▇▇▇ and its Subsidiaries. Executive shall perform his duties, responsibilities and functions to the Company ▇▇▇▇▇▇▇ and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s 's and its Subsidiaries’ ' policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive OfficerBoard; provided that Executive may serve as a director of an officer or director of of, or otherwise participate in solely in, purely educational, welfare, social, religious, sporting club and religious or civic organizations so long as such activities do not interfere with Executive’s employment with the Company and its Subsidiaries's employment. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “"Subsidiaries” " shall mean mean, with respect to any corporation Person, any corporation, limited liability company, partnership, association, or other business entity of which the securities or other ownership interests having the voting power to elect (i) if a corporation, a majority of the board total voting power of directors shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or other governing body are, trustees thereof is at the time of determination, owned by the Companyor controlled, directly or through indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more SubsidiariesSubsidiaries of the Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control any managing director or member or general partner of such limited liability company, partnership, association, or other business entity. For purposes hereof, "Person" shall mean an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a governmental entity or any department, agency, or political subdivision thereof.

Position and Duties. (a) During the Employment Period, Executive shall hereby agrees to serve as both the Vice President Global Chief Marketing Officer (“CMO”) of Parent and Chief Operating Officer of the Company and shall have the normal duties, responsibilities, functions and authority of the Vice President and Chief Operating Officer. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position also as the Company’s board interim Chief Growth Officer (the “CGO”). Under both positions, Executive shall carry out those duties, services, responsibilities and authority customarily accorded a person holding such positions in a company such as Company, including but not limited to those duties, services and responsibilities described in Exhibit A attached hereto (collectively, the “Executive Duties”). As both CMO and CGO, Executive shall report to both the Chief Executive Officer of directors Parent (the “Parent CEO”) and the Board of Directors of Parent (the “Board”) may from time to time direct. (b) During the Employment Period, ). Executive shall report to the President and Chief Executive Officer and shall devote his her reasonable best efforts and his her full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs performance of the Executive Duties to Company in accordance with the terms hereof and its Subsidiariesas may reasonably be requested by Company. Executive shall perform his dutiesnot engage in any other business or professional activities, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities either on a full- time or part-time basis, as an employee, consultant or in a diligentany other capacity, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall notwhether or not she receives any compensation therefor, without the prior written consent of the President Parent CEO which shall not be unreasonably withheld; provided, however, that nothing herein shall prevent Executive from (a) making and Chief managing personal investments consistent with Section 9 of this Agreement and any applicable Company policies, (b) engaging in community and/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 industry organizations, for example but not limited to medical/prenatal, or (d) serving as a board member of up to three (3) med-technology companies, so long as any of such activities, either singly or in the aggregate, do not interfere with the proper performance of the Executive OfficerDuties or conflict or compete with Company’s activities as currently conducted or as proposed to be conducted during Executive’s employment. Pursuant to the foregoing, accept other employment Company hereby grants its consent for Executive to serve on up to three (3) Advisory Boards for businesses which do not directly or perform other services for compensationindirectly compete with Company’s business. During If Executive shall be asked to join one or more boards of director during the Employment Period, Executive shall not serve as an officer or director ofnotify Company thereof in writing, or otherwise perform services for compensation for, any other entity without and the prior written consent of the President and Chief Executive Officer; provided that parities shall discuss Executive’s participation therewith with Company having final approval. Executive may serve as a director of an officer or director of or otherwise also participate in solely educational, welfare, social, religious, sporting club women’s leadership affiliations and civic organizations so long as such activities do not interfere with activities. Subject to Executive’s employment compliance with the Company foregoing, Executive shall be permitted to receive and its Subsidiariesretain compensation for her services/involvement with the Advisory Boards contemplated above. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, The Executive shall serve as the Vice President and Chief Operating Officer Chairman of the Company Board, Chief Executive Officer and President of BankUnited and BankUnited, FSB and shall have the normal duties, responsibilities, functions exercise such authority and authority of the Vice President and Chief Operating Officer. During the Employment Period, Executive shall render perform such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position duties as the Company’s board of directors (the “Board”) may from time to time direct. (b) During be assigned to the Executive by the Board. Such services shall be performed at the Company's principal executive offices in Dade County, Florida, or at such other location as shall be satisfactory to him in his sole discretion, except for required travel on the Company's business to an extent substantially consistent with the Executive's current business travel obligations. The Executive agrees that during the Employment Period, Executive shall report to the President Period he will devote reasonable attention and Chief Executive Officer and shall devote his best efforts and his full time during normal business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) hours to the business and affairs of the Company and its Subsidiaries. Executive shall perform his dutiesand, responsibilities and functions to the Company and its Subsidiaries hereunder extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive's best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ reasonable efforts to expand their businesses perform such responsibilities faithfully and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensationefficiently. During the Employment Period, Executive it shall not serve as an officer be a violation of this Agreement and shall not permit the Company to terminate the Executive's employment for Cause if the Executive engages in the activities described below or director ofany activities similar in nature and scope, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities do not significantly interfere with the performance of the Executive’s employment 's responsibilities in accordance with this Agreement and do not constitute a violation of any applicable law, rule or regulation: (a) engaging in the Company practice of law, including, without limitation, as a member of the firm of Stuzin and its Subsidiaries. Camner, Professional Association, (b) serving on industry, corporate, civic or charitable boards or committees, (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officermanaging personal investments (including, the Executive will work at the Company’s offices in Nashuawithout limitation, New Hampshire (family-controlled enterprises), or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes investing in, advising or serving as an officer, director of other corporations or business entities. It is expressly understood and agreed that to the extent any such activities have been conducted by the Executive prior to the date of this Agreement, “Subsidiaries” the continued conduct of such activities (or the conduct of activities similar in nature and scope) shall mean any corporation or other entity of which not thereafter be deemed to interfere with the securities or other ownership interests having the voting power to elect a majority performance of the board of directors or other governing body are, at the time of determination, owned by Executive's responsibilities to the Company, directly or through one of more Subsidiaries. The preceding sentence shall not be construed as a limitation on the non-business activities described above in this Section 3.

Position and Duties. (a) a. During the Employment PeriodTerm, the Executive shall serve as the Vice Chairman, Chief Executive Officer, and President and Chief Operating Officer of the Company and shall have the normal duties, responsibilities, functions and authority of the Vice President and Chief Operating Officer. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position as the Company’s board of directors (the “Board”) may from time to time direct. (b) During the Employment Period, Executive shall report to the President and Chief Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreementresponsibilities as are customarily required of a Chairman, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensation. During and President and as the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent Board of Directors of the President Company (the "Board") shall determine from time to time. Such duties and Chief Executive Officer; provided that Executive may serve as a director responsibilities shall include, without limitation, responsibility for the management, operation and overall conduct of an officer or director the business of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities do not interfere with Executive’s employment with the Company and its Subsidiaries. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “Subsidiaries” the term "employment" shall mean include the Executive's service to the Company in any corporation or other entity of which capacity during the securities or other ownership interests having the voting power to elect a majority Term. b. The Executive shall serve as Chairman of the board Board, subject to the continuing approval of directors shareholders. c. During the Term, the Executive shall diligently and conscientiously devote his full and exclusive business time, energy and ability to the business of the Company. The Executive shall report directly to the Board and shall perform his duties faithfully and efficiently, subject to the overall policies and directions of the Board. d. The Executive may (i) upon approval of the Board, serve as a director or trustee of other governing body are, at corporations or businesses which are not in competition with the time business of determination, owned by the Company or in competition with any present or future affiliate of the Company, (ii) serve on civic or charitable boards or committees, (iii) deliver lectures, fulfill speaking engagements or teach at educational institutions; and (iv) manage personal investments; provided, however, that the Executive may not engage in any of the activities described in this Paragraph 2(d) to the extent such activities significantly interfere with the performance of the Executive's responsibilities to the Company. As used in this Agreement, the term "affiliate" of the Company means any company controlled by, controlling, or under common control with the Company. It is expressly understood and agreed that the activities of the Executive described on Schedule 2.d annexed hereto shall be permitted and shall not be deemed to interfere with the performance of the Executive's responsibilities to the Company. e. Without the prior express authorization of the Board, the Executive shall not, directly or through indirectly, during the Term (i) render services of a business, professional or commercial nature to any other person or firm, whether for compensation or otherwise, or (ii) engage in any activity competitive with the Company's business, whether alone, as a partner, or as an officer, director, employee, member or holder (directly or indirectly, such as by means of a trust or option arrangement). The Executive may be an investor, shareholder, joint venturer or partner (hereinafter referred to as "Investor"); provided, however, that such Investment does not (i) pose a clear conflict of interest, (ii) require the Executive's involvement in the management or operation of such Investment (recognizing that the Executive shall be permitted to monitor and oversee the Investment), or (iii) interfere with the performance of the Executive's duties and obligations hereunder. The foregoing prohibition does not extend to ownership of less than one percent (1%) of more Subsidiariesthe outstanding stock of any entity whose stock is traded on an established stock exchange or quoted on NASDAQ. f. The Executive represents and warrants that he has the full right and authority to enter into this Agreement and to render the services as required under this Agreement, and that by signing this Agreement he is not breaching any contract or legal obligation he owes to any third party, including without limitation his former employer. The Executive agrees that, in the event the Executive breaches this Paragraph 2(f), the Executive will indemnify and hold harmless the Company and its officers, directors, shareholders, affiliates, subsidiaries, successors, licensees and assigns from and against any claims, losses, damages and expenses (including without limitation reasonable attorneys' fees and disbursements) arising out of such breach.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Vice President and Chief Operating Executive Officer of the Company Company, reporting solely to the Board of Directors, and shall have the normal duties, responsibilities, functions and authority of the Vice President and Chief Operating Executive Officer. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s 's position as the Company’s board Board of directors (the “Board”) Directors may from time to time direct. (b) As soon as practicable following the Start Date, and to the extent permitted under the law, the Company shall: (i) nominate Executive to serve as a member of the Company’s Board of Directors (the “Board”), subject to election by the Board; and (ii) thereafter, but prior to the Company’s 2015 annual shareholders meeting, nominate Executive to serve as a member of the Board, subject to election by the Company’s shareholders. (c) During the Employment Period, Executive shall report to the President and Chief Executive Officer Board of Directors of the Company (the “Board”) and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries, except as set forth below. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s 's and its Subsidiaries’ ' policies and procedures in all material respectsprocedures. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s 's and its Subsidiaries’ ' efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long Except as Executive is employed by set forth below, during the Company, Employment Period Executive shall not, without the prior written consent of the President and Chief Executive OfficerBoard, accept other employment or perform other services for compensation. During Notwithstanding the foregoing, the Company agrees that Executive shall be permitted to serve on the Boards of Directors of other entities during the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may serve as a director (i) at any given time he is not serving on the Boards of an officer Directors or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as more than two entities (ii) such activities do service does not interfere with Executive’s employment with his duties and obligations to the Company hereunder or create any conflict of interest; and its Subsidiaries. (ciii) For a period of time mutually agreeable Executive provides prior written notice to the Executive Company of his intention to serve on any such board, and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period Board of approximately three yearsDirectors approves such service. (d) For purposes of this Agreement, “"Subsidiaries” " shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Vice President and Chief Operating Executive Officer of the Company and shall have the normal duties, responsibilities, functions and authority of the Vice President Chief Executive Officer, subject to the power and authority of the Board to expand or limit such duties, responsibilities, functions and authority within the scope of duties, responsibilities, functions and authority associated with the position of Chief Operating OfficerExecutive Officer and to overrule actions of officers of the Company. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position and as the Company’s board of directors (the “Board”) Board may from time to time direct. (b) During the Employment Period, Executive shall report to the President and Chief Executive Officer Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) exclusively to the business and affairs of the Company and its Subsidiaries. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive OfficerBoard, accept other employment or perform other services for compensation. During Notwithstanding the foregoing, it shall not be considered a violation of this Agreement if during the Employment Period, Period Executive shall (i) agrees to serve on the board of directors of one other company with operations related to the nonwovens field which would not serve be considered to be a competitor of the company and devotes a reasonable amount of time to performing his duties as an officer or outside director ofof such company, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may serve (ii) serves on civic or charitable boards or committees consistent with his status as a director of an officer or director of or otherwise participate in solely educationalfull-time executive officer, welfare, social, religious, sporting club and civic organizations so long as such activities do not significantly interfere with Executive’s employment with his performance of his responsibilities as an executive officer of the Company and its SubsidiariesCompany. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment PeriodTerm (as defined in Section 2 hereof), the Executive shall serve as the Vice President and Chief Operating Commercial Officer of the Company. In this capacity, the Executive shall have the duties, authorities and responsibilities as are commensurate with the Executive’s position, and such other duties, authorities and responsibilities as the Chief Executive Officer of the Company and shall have designate from time to time that are consistent with the normal duties, responsibilities, functions and authority of the Vice Executive’s position as President and Chief Operating OfficerCommercial Officer of the Company. During the Employment PeriodTerm, the Executive shall render such administrativedevote all of the Executive’s business time, financial energy, business judgment, and other executive and managerial services knowledge to the Company and its Subsidiaries which are consistent with performance of the Executive’s position as duties with the Company’s Company (other than during any period of paid time off); provided that the foregoing shall not prevent the Executive from (i) with the prior written approval of the board of directors of Tempo Holding Company, LLC (“THC” and such board, the “Board”), serving on the boards of directors of other business organizations, (ii) may from time to time direct. (b) During the Employment Periodparticipating in charitable, Executive shall report to the President and Chief Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Executive shall perform his dutiescivic, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfareprofessional, socialcommunity or industry affairs, religiousand (iii) managing the Executive’s passive personal investments, sporting club and civic organizations in each case, so long as such activities do not not, individually or in the aggregate, interfere or conflict with the Executive's duties hereunder or create a fiduciary conflict. Notwithstanding the foregoing, it is expressly understood and agreed that during the Employment Term, the Executive shall be entitled to continue participating in the activities in which the Executive engages as of the date hereof as set forth on Schedule A attached hereto, so long as such activities do not, individually or in the aggregate, interfere or conflict with the Executive’s duties hereunder or create a fiduciary conflict. (b) The Executive shall report directly to the Chief Executive Officer of the Company. The Executive’s principal place of employment with the Company shall be New York, New York, through May 31, 2022, at which time the Executive understands and its Subsidiaries. (c) For a period agrees that the Company will review such principal place of time employment and may mutually agreeable agree that the Executive relocate to the Executive and Company’s principal place of business as of such time. For the President and Chief Executive Officeravoidance of doubt, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States agrees that neither such relocation request nor any related mutually agreeable to the agreed relocation shall constitute “Good Reason” under Section 6(e) of this Agreement. The Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges understands and agrees that the Executive will may be headquartered in Hong Kongrequired to travel from time to time for business purposes, China including weekly travel as needed to Chicago, Illinois; provided, that until the World Health Organization or the Centers for a period Disease Control and Prevention has determined that the pandemic related to SARS-CoV-2 or COVID-19 has ended, the Executive may be permitted to perform her duties from the location of approximately three years. (d) For purposes the Executive’s choosing, subject to the terms of this Agreement, “Subsidiaries” shall mean Section 1(b) with respect to any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiariesrequired travel for business purposes.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Vice President and Chief Operating Officer of the Company and shall have the normal duties, responsibilities, functions and authority of the Vice President and Chief Operating Officer, subject to the power and authority of the board of directors of EVgo Inc. (the “Board”) and the Company’s Chief Executive Officer (the “CEO”) to expand or limit such duties, responsibilities, functions and authority generally consistent with Executive’s position. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position position, as the Company’s board of directors (Board or the “Board”) CEO may from time to time direct. (b) During the Employment Period, Executive shall report to the President and Chief Executive Officer CEO and shall devote his Executive’s best efforts and his Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Executive shall perform his Executive’s duties, responsibilities and functions to for the Company and its Subsidiaries hereunder to the best of his Executive’s abilities in a diligent, trustworthy, legal, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his Executive’s duties and exercising his Executive’s authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive OfficerBoard, accept other employment or perform other services for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other person or entity without the prior written consent of the President and Chief Executive OfficerBoard; provided that Executive may serve as a director of an officer or director of of, or otherwise participate in in, solely educational, welfare, social, religious, sporting club not-for-profit and civic organizations so long as such activities do not interfere with Executive’s employment with the Company and its Subsidiaries. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Senior Vice President and Chief Operating Officer – Wood Fibre Business of the Company and shall have the normal duties, responsibilities, functions and authority of the Vice President and Chief Operating OfficerCompany. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which affiliates (the “Company Group”) as are consistent with Executive’s position and the by-laws of the Company and as the Company’s board of directors Chief Executive Officer (the “BoardCEO”) may from time to time reasonably direct. Executive shall also serve for no additional compensation or remuneration as an officer or director of such subsidiaries of the Company as may from time to time be designated by the CEO or the Board of Directors of the Company (the “Board”). (b) During the Employment Period, Executive shall report to the President and Chief Executive Officer CEO and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its SubsidiariesCompany. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the this Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Company. Executive may serve as a director of an officer or director of or otherwise participate in solely purely educational, welfare, social, religious, sporting club religious and civic organizations so long as such activities do not interfere with Executive’s employment regular performance of duties and responsibilities hereunder in any material respect. Nothing contained herein shall preclude Executive from (i) engaging in charitable and community activities, (ii) participating in industry and trade organization activities, and (iii) managing his and his family’s personal investments and affairs, so long as such activities do not interfere with the Company Executive’s regular performance of duties and its Subsidiaries. responsibilities hereunder; provided, that Executive shall not have any ownership interest (cof record or beneficial) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officerin any firm, the Executive will work at corporation, partnership, proprietorship or other business that competes directly with the Company’s offices in Nashua, New Hampshire wood processing business except for (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period x) an investment of approximately three years. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority not more than 1.0% of the board outstanding securities of directors a company traded on a public securities exchange or other governing body are, at the time of determination, owned by the Company, directly or (y) investments made through one of more Subsidiariespublic mutual funds.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Vice President and Chief Operating Officer President, Powered Vehicles Group of the Company (referred to herein as the “Group”) and shall have the normal duties, responsibilities, functions and authority customarily associated with such position and such other duties and responsibilities as may be assigned from time to time to Executive by the Parent’s Chief Executive Officer, Board of the Vice President and Chief Operating Officer. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position as the Company’s board of directors Directors (the “Board”) may from time and Executive Committee of the Board (the “Executive Committee”), all subject to time directthe power and authority of the Board and the Executive Committee to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. (b) During the Employment Period, Executive shall report to the President and Company’s Chief Executive Officer and Executive shall devote his best efforts and his full business Executive’s full-time energies and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Executive shall perform his Executive’s duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional professional, ethical and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures of the Company and its Subsidiaries and will cooperate fully with the Board in all material respectsthe advancement of the best interests of the Company. In performing his duties and exercising his authority under the AgreementNotwithstanding, Executive may engage in charitable, civic, fraternal and trade association activities that do not interfere materially with Executive’s obligations to the Company or any Subsidiary. Further, nothing in this Agreement shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Companylimit Executive’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may ability to: (i) serve as a director member of an officer or director any board of or otherwise participate in solely educationaldirectors for any non-profit organization, welfare, social, religious, sporting club and civic organizations so long as such activities do membership does not interfere materially or conflict with Executive’s employment with obligations to the Company and its Subsidiariesor any Subsidiary; or (ii) as otherwise agreed by the Board in writing. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “SubsidiariesSubsidiary” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determinationnow or hereafter, owned directly or indirectly by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) a. During the Employment PeriodPeriod (as defined below), Executive shall serve as the Vice President and Chief Operating Officer of the Company General Counsel and shall have the normal duties, responsibilities, functions such duties and authority of the Vice President and Chief Operating Officerresponsibilities as are customarily assigned to individuals serving in such position. During the Employment Period, Executive shall render such administrative, financial also perform those other duties and other executive and managerial services to the Company and its Subsidiaries which are responsibilities consistent with Executive’s position as with the Company’s board of directors (the “Board”) Company which may be assigned to him from time to time directby the Chief Executive Officer of the Company. (b) b. During the Employment Period, Executive shall report to the President and Chief Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respectsFinancial Offer. In performing his duties and exercising his authority under responsibilities for the AgreementCompany, Executive shall support comply with the policies and implement the business and strategic plans approved procedures as adopted from time to time by the Board Company, shall give the Company the benefit of his contacts and the President business experience, shall perform his duties and Chief Executive Officer carry out his responsibilities hereunder in a diligent manner, and shall support devote all of his business time, attention, ability, knowledge, experience, skills, energy and cooperate with best efforts exclusively to the performance of his duties and responsibilities for the Company’s . Executive hereby accepts such employment and its Subsidiaries’ efforts agrees to expand their businesses and operate profitably and render such services in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensation. such manner. c. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform the principal location for performance of Executive’s services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities do not interfere with Executive’s employment with the Company and its Subsidiaries. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work shall be at the Company’s offices in Nashua, New Hampshire (or another location principal office in the United States mutually agreeable to the New York City metropolitan area or at such other location as Executive and the President and Chief Executive OfficerCompany may mutually agree. d. During any Notice Period (as defined below) (whether given by the Company or Executive). After this initial period, the Company shall be under no obligation to assign any duties to Executive acknowledges or to provide any work for him and agrees shall be entitled to exclude him from its premises, provided that the this shall not affect Executive’s entitlement to receive his Fixed Salary (as defined below) and regular benefits described in Section 4 during such Notice Period. Executive will not be headquartered in Hong Konga position to commence new employment until such time as the Employment Period terminates. Executive may also be subject to such other conditions during the Notice Period, China for a period of approximately three yearsas the Company considers appropriate in its sole discretion. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, the Executive shall serve be employed as the a Vice President and Chief Operating Officer of the Company and shall have report directly to the normal Chief Executive Officer. As requested by ▇▇▇▇▇▇ Group Limited (“▇▇▇▇▇▇”), the Executive shall also be seconded to ▇▇▇▇▇▇ for such periods as are necessary to perform faithfully and efficiently the duties, responsibilities, functions obligations and authority of responsibilities as the Vice President Strategy and Development of ▇▇▇▇▇▇. The Executive shall report directly to the Chief Operating OfficerExecutive Officer of ▇▇▇▇▇▇ in connection with the Executive’s duties as Vice President Strategy and Development of ▇▇▇▇▇▇. For purposes of this Agreement, the Executive’s duties, obligations and responsibilities to the Company under this Agreement shall include the duties, obligations and responsibilities of Executive to ▇▇▇▇▇▇. (b) The Executive’s duties and responsibilities to the Company shall at all times be consistent with his position as an executive officer of the Company. During the Employment Period, Executive shall render such administrative, financial and excluding any periods of vacation and other executive and managerial services leave to which the Company and its Subsidiaries which are consistent with Executive’s position as Executive is entitled, the Company’s board Executive agrees to devote all of directors (the “Board”) may from time to time direct. (b) During the Employment Period, Executive shall report to the President and Chief Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) during normal business hours to the business and affairs of the Company and its Subsidiaries. Executive shall to use his reasonable best efforts to perform his duties, responsibilities faithfully and functions to efficiently the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time responsibilities assigned to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensationhim hereunder. During the Employment Period, Executive Period it shall not be a violation of this Agreement for the Executive to serve as an officer on corporate, civic or director ofcharitable boards or committees, deliver lectures, fulfill speaking engagements or otherwise perform services for compensation forteach at educational institutions and devote reasonable amounts of time to the management of his and his family’s personal investments and affairs, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities do not significantly interfere with the performance of the Executive’s employment responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the Company and its Subsidiaries. (c) For a period performance of time mutually agreeable the Executive’s responsibilities to the Executive and Company. The Executive’s principal place of employment shall be the President and Chief Executive Officerexecutive offices of the Company in West Palm Beach, Florida or any location less than 30 miles from such location, although the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges understands and agrees that he may be required to travel from time to time for business purposes including in connection with the Executive will be headquartered in Hong Kong, China for a period of approximately three yearssecondment to ▇▇▇▇▇▇. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During The Employee shall, during the Employment PeriodPeriod hereunder, Executive shall serve as the Vice President and Chief Operating Principal Financial Officer of (“PFO”) for the Company and shall have perform the normal executive, administrative, and accounting duties, responsibilities, functions and authority privileges incumbent with the position of PFO and such other duties as reasonably determined by the CEO or the Board of Directors of the Vice President and Chief Operating Officer. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position as the Company’s board of directors (the “Board”) may from time to time directtime. While the duties may be changed, with or without notice, the PFO’s duties may include preparation of SEC continuous disclosures and regulatory filings; bookkeeping and day-to-day accounting, ▇▇▇▇ payments and maintenance of accounts payable, preparation of quarterly working papers and financial statements, serving as a liaison with auditors and legal counsel, overseeing and implementing corporate governance procedures and protocols, preparation of the corporate tax returns and filings, preparation of POSAM and registration statements, assist with the establishment, implementation and maintenance of disclosure controls and procedures, and budgeting. (b) During the Employment Period, Executive shall The Employee will report to the President CEO of the Company or his designee. The Employee’s authority is subject to approval by the CEO of the Company and/or the Board. (c) The Employee agrees to serve the Company faithfully, conscientiously and Chief Executive Officer to the best of her ability, and shall to devote his best efforts and his full all of her business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company (and, if requested by the CEO and/or the Board, any subsidiary or affiliate of the Company) so as to promote the profit, benefit and its Subsidiariesadvantage of the Company and, if applicable, any subsidiaries or affiliates of the Company. Executive The Employee shall perform his dutiesfulfill her duties of loyalty, responsibilities fidelity and functions allegiance to act at all times in the best interests of the Company and its Subsidiaries hereunder to do no act which would injure the best business, interests or reputation of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply the Company. The Employee’s employment is subject to compliance with all the Company’s and its Subsidiaries’ policies and procedures in policies, including the Business Code of Conduct & Ethics Policy, all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved as may be amended from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities do not interfere with Executive’s employment with the Company and its Subsidiariestime. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Executive Vice President and Chief Operating Development Officer of the Company and shall have the normal duties, responsibilities, functions and authority of the Vice President and Chief Operating OfficerCompany. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which affiliates (the “Company Group”) as are consistent with Executive’s position and the by-laws of the Company and as the Company’s board of directors Chief Executive Officer (the “BoardCEO”) may from time to time reasonably direct. Executive shall also serve for no additional compensation or remuneration as an officer or director of such subsidiaries of the Company as may from time to time be designated by the CEO or the Board of Directors of the Company (the “Board”). (b) During the Employment Period, Executive shall report to the President and Chief Executive Officer CEO and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its SubsidiariesCompany. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the this Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Company. Executive may serve as a director of an officer or director of or otherwise participate in solely purely educational, welfare, social, religious, sporting club religious and civic organizations so long as such activities do not interfere with Executive’s employment regular performance of duties and responsibilities hereunder in any material respect. Nothing contained herein shall preclude Executive from (i) engaging in charitable and community activities, (ii) participating in industry and trade organization activities, and (iii) managing his and his family’s personal investments and affairs, so long as such activities do not interfere with the Company Executive’s regular performance of duties and its Subsidiaries. responsibilities hereunder; provided, that Executive shall not have any ownership interest (cof record or beneficial) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officerin any firm, the Executive will work at corporation, partnership, proprietorship or other business that competes directly with the Company’s offices in Nashua, New Hampshire ▇▇▇▇▇▇▇-Tropsch business except for (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period x) an investment of approximately three years. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority not more than 1.0% of the board outstanding securities of directors a company traded on a public securities exchange or other governing body are, at the time of determination, owned by the Company, directly or (y) investments made through one of more Subsidiariespublic mutual funds.

Position and Duties. (a) During the Employment PeriodExecutive’s employment hereunder, he shall serve as: (i) the Chief Executive Officer of both the Company and the General Partner of the Partnership and shall have such duties, functions, responsibilities and authority as are consistent with the Executive’s position as the senior executive officer in charge of the general management, business and affairs of the Company, the Partnership and their properties, provided that on the date that a new Chief Executive Officer of the Company or the Partnership, as applicable, commences employment as such, the Executive shall serve cease to be the Chief Executive Officer and will become the Executive Chairman of the Company and the Executive Chairman (or a comparable position) of the Partnership, as the Vice President and applicable. The new Chief Operating Executive Officer of the Company and the Partnership shall have report directly to the normal dutiesExecutive, responsibilitiesas Executive Chairman, functions and authority of the Vice President and Chief Operating OfficerBoard. During the Employment PeriodAs Executive Chairman, Executive shall render have such administrativeduties (including without limitation duties of care, financial loyalty, good faith, honesty, and other executive and managerial services using his best efforts to act in the best interests of the Company and its Subsidiaries which the Partnership), functions, responsibilities and authority as are consistent with Executive’s such position as in a company and/or partnership the size and nature of the Company and the Partnership, including without limitation, assisting and advising the Company’s board and the General Partner’s CEO and other executives with the operation and strategic direction of directors the Company, and the Executive shall devote the amount of business time, attention and effort to the affairs of the Company and the Partnership as is reasonably required to accomplish the Executive’s duties in such positions; and (ii) if elected or appointed thereto, as a Director of the “Board”Company and as a trustee of the General Partner of the Partnership subject to any necessary approval as required by applicable law and the Company’s and the Partnership’s governing documents (as applicable), provided, however, that if the Contract Term ends or expires prior to expiration of the Executive’s then-current scheduled term as a member of the Board or term as trustee of the General Partner, the Executive shall be permitted to remain a non-employee member of the Board (but not as executive chairman of the Board or as an executive, employee or any other position) may from time through the end of such term, and provided further, except as provided herein, the Executive shall not be entitled to time directany compensation or benefits pursuant to this Agreement after the end of the Contract Term as a member of the Board but shall be limited to the compensation normally paid by the Company to its non-employee directors. (b) During Upon obtaining the Employment Period, Executive shall report to the President and Chief Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs prior approval of the Company and its Subsidiaries. Executive shall perform his dutiesBoard, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may serve as a director of an officer on corporate, civic or director of or otherwise participate in solely educationalcharitable boards, welfare, social, religious, sporting club and civic organizations so long as provided that such activities do not individually or in the aggregate interfere with Executive’s employment with the Company and its Subsidiaries. (c) For a period performance of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of his duties under this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Executive Vice President and Chief Operating Officer of Commercial Affairs of the Company and shall have the normal duties, responsibilities, functions and authority of the Vice President and Chief Operating OfficerCompany. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which affiliates (the “Company Group”) as are consistent with Executive’s position and the by-laws of the Company and as the Company’s board of directors Chief Executive Officer (the “BoardCEO”) may from time to time reasonably direct. Executive shall also serve for no additional compensation or remuneration as an officer or director of such subsidiaries of the Company as may from time to time be designated by the CEO or the Board of Directors of the Company (the “Board”). (b) During the Employment Period, Executive shall report to the President and Chief Executive Officer CEO and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its SubsidiariesCompany. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the this Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Board which shall not be unreasonably withheld. Executive may serve as a director of an officer or director of or otherwise participate in solely purely educational, welfare, social, religious, sporting club religious and civic organizations so long as such activities do not interfere with Executive’s employment regular performance of duties and responsibilities hereunder in any material respect. Nothing contained herein shall preclude Executive from (i) engaging in charitable and community activities, (ii) participating in industry and trade organization activities, (iii) completing his external consulting project underway on the Commencement Date (provided that such project requires no material work time from Executive, and will in any event be completed no later than March 15, 2007), and (iv) managing his and his family’s personal investments and affairs; provided, that Executive shall not have any ownership interest (of record or beneficial) in any firm, corporation, partnership, proprietorship or other business that competes directly with the Company and its Subsidiaries. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire F▇▇▇▇▇▇-Tropsch business except for (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period x) an investment of approximately three years. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority not more than 1.0% of the board outstanding securities of directors a company traded on a public securities exchange or other governing body are, at the time of determination, owned by the Company, directly or (y) investments made through one of more Subsidiariespublic mutual funds.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Senior Vice President and Chief Operating Officer of the Company and shall have the normal duties, responsibilities, functions and authority of the Senior Vice President President, subject to the power and authority of the Company's Board of Directors (the "Company Board") and the Parent's Board of Directors (the "Parent Board" or the "Board"), in consultation with the Company's Chief Operating Executive Officer (the "Chief Executive Officer"), to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. During the Employment Period, Executive shall render such to Parent and its Subsidiaries (as defined herein) administrative, financial and other executive and managerial services to the Company and its Subsidiaries which that are consistent with Executive’s 's position as the Company’s board of directors (the “Board”) Board may from time to time direct. (b) During the Employment Period, Executive shall report to the President and Chief Executive Officer Officer, and Executive shall devote his best efforts and his full business time and attention (except for permitted vacation periods consistent with past practice and reasonable periods of illness or other incapacity) to the business and affairs of the Company Parent and its Subsidiaries. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s Parent's and its Subsidiaries’ ' efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the Executive Vice President and Chief Executive Operating Officer, accept other employment or perform other services for compensation. During Unless otherwise agreed by Executive, Executive's place of work shall be in the Employment Periodgreater Attleboro, Executive shall not serve as an officer or director ofMassachusetts metropolitan area, or otherwise perform services except for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities do not interfere with Executive’s employment with the travel reasonably required for Company and its Subsidiariesbusiness. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “"Subsidiaries” " shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the CompanyParent, directly or through one of or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Vice President and Chief Operating Officer of be employed by the Company and shall have the normal dutiesas its Chief Executive Officer (“CEO”), responsibilities, functions and authority of the Vice President and Chief Operating Officer. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services reporting only to the Company and its Subsidiaries which are consistent with Executive’s position as the Company’s board BOD Board of directors (the “Board”) may from time to time direct. (b) During the Employment PeriodDirectors. As its Chairman & CEO, Executive shall report agrees to devote the President necessary business time, energy and Chief Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) skill to the business and affairs of the Company and its Subsidiaries. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by at the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other will be permitted to engage in outside consulting and/or employment or perform other provided said services for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities do not interfere with Executive’s employment with obligations to Company under the Company terms of this Agreement. Executive agrees to advise the Board of any outside Services, and its Subsidiaries. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at further agrees that the Company’s offices in NashuaBoard of Directors shall make the sole determination of whether a proposed consulting or employment activity would interfere with Executive’s obligations under this Agreement. These duties of Executive under this Agreement shall include all those duties customarily performed by an Executive as well as providing advice and consultation on general corporate matters, New Hampshire (particularly related to shareholder and investor relations, assisting the Company with respect to raising equity and other financing for the Company, and other projects as may be assigned by the Company’s Board of Directors on an as needed basis. During the term of Executive’s employment, Executive shall be permitted to serve on boards of directors of for-profit or another location in not-for-profit entities provided such service does not adversely affect the United States mutually agreeable performance of Executive’s duties to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of Company under this Agreement, “Subsidiaries” shall mean any corporation or other entity of which and are not in conflict with the securities or other ownership interests having the voting power to elect a majority of the board Company. In the event that the Company requests Executive to change his position to that of directors or other governing body areExecutive Vice President, at Executive will continue to act as Chairman of the time Board, and the terms of determination, owned by the Agreement will remain in effect. In addition to Executive’s appointment as CEO of the Company, directly or through one Executive shall be nominated to stand for election to the Board of more SubsidiariesDirectors at the next scheduled shareholders meeting. Executive currently serves as a member of the Company’s Board. Executive shall continue to be subject to the provisions of the Company’s bylaws and all applicable general corporation laws relative to his position on the Board. In addition to the Company’s bylaws, as a member of the Board, Executive shall also be subject to the statement of powers, both specific and general, set forth in the Company’s Articles of Incorporation. The Company agrees to provide Directors and Officers liability insurance for Executive in not less than $1,000,000.

Position and Duties. (a) During the Employment PeriodTerm, Executive shall serve as hold the Vice position of President of Dredging Operations, and Chief Operating Officer of the Company and shall have the normal duties, responsibilities, functions and authority of the Vice President and Chief Operating Officer. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position as the Company’s board of directors (the “Board”) may from time to time direct. (b) During the Employment Period, Executive shall report to the President Company’s Chief Executive Officer. Executive shall perform such duties and responsibilities as are consistent with a senior employee and those duties as may be assigned to Executive by the Chief Executive Officer from time to time. For the avoidance of doubt, Executive’s duties and responsibilities may be changed per instruction of the Chief Executive Officer, so long as such duties and responsibilities are generally consistent with those assigned to a Division President of a company or division of comparable size in a comparable industry. Executive shall devote his best efforts and his Executive’s full business time time, attention, skill and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) energy to the business and affairs of the Company Company, and its Subsidiaries. Executive shall use Executive’s reasonable best efforts to perform his duties, such responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthyloyal, professional and efficient businesslike manner so as to advance the best interests of the Company. Executive shall act in conformity with Company’s written and oral policies and within the limits, budgets and business plans set by the Company, and shall comply with the Company’s adhere to all rules and its Subsidiaries’ policies and procedures regulations in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved effect from time to time by relating to the Board and the President and Chief Executive Officer and shall support and cooperate with conduct of executives of the Company. Executive’s office will be at the principal executive offices of the Company and its Subsidiaries’ efforts Executive will be expected to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by conduct his activities from such office other than when traveling on behalf of the Company. Notwithstanding the foregoing, Executive shall notbe permitted to devote a reasonable amount of time and effort to civic and charitable organizations and managing personal investments; but only to the extent that such activities, individually or as a whole, do not materially interfere with the execution of Executive’s duties hereunder, or otherwise violate any provision of this Agreement. Executive shall not become involved in the management of any corporation, partnership or other entity, including serving on the board of directors of any publicly traded company, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensation. During Corporation’s Board of Directors (the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities do not interfere with Executive’s employment with the Company and its Subsidiaries“Board”). (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Vice President and a Co-Chief Operating Executive Officer of the Company and shall have such duties, responsibilities, functions and authority commensurate with the normal position of a Chief Executive Officer and the most senior executive of a public company, subject to the power and authority of the Board of Directors of the Company (the “Board”) and such duties, responsibilities, functions and authority of Executive’s Co-Chief Executive Officers, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇ (the Vice President and Chief Operating Officer“Co-CEOs”). During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position position, as the Company’s board of directors (the “Board”) may directed from time to time directby the Board, and working in good faith consultation with any other Co-CEOs of the Company who may be serving concurrently with Executive. (b) During the Employment Period, Executive shall (i) report solely to the President Board and Chief Executive Officer and shall (ii) devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, trustworthy and professional and efficient manner and shall comply in all material respects with the Company’s and its Subsidiaries’ employee policies and procedures in all material respects. In performing his duties to the extent that such policies and exercising his authority procedures do not conflict with this Agreement or expand Executive’s obligations under the Section 6, 7 or 8 of this Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive OfficerBoard; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club charitable and civic organizations organizations, and manage his personal investments, so long as such activities do not materially interfere with Executive’s employment with the Company and its Subsidiaries. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Executive Vice President and Chief Operating Officer of Business Development of the Company and shall have the normal duties, responsibilities, functions and authority of the Vice President and Chief Operating OfficerCompany. During the Employment Period, Executive shall render such administrative, financial operational and other executive and managerial services to the Company and its Subsidiaries which affiliates (the “Company Group”) as are consistent with Executive’s position and the by-laws of the Company and as the Company’s board Chief Executive Officer of directors the Company (the “BoardCEO”) may from time to time reasonably direct. Executive shall also serve for no additional compensation or remuneration as an officer or director of the Company or such subsidiaries of the Company as may from time to time be designated by the Board. (b) During the Employment Period, Executive shall report to the President and Chief Executive Officer CEO and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its SubsidiariesCompany. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the this Agreement, Executive shall support and implement the business business, operational and strategic plans approved from time to time by the Board and the President and Chief Executive Officer CEO and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensationCEO. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that CEO which shall not be unreasonably withheld. Executive may serve as a director of an officer or director of or otherwise participate in solely purely educational, welfare, social, religious, sporting club religious and civic organizations so long as such activities do not interfere with Executive’s employment regular performance of duties and responsibilities hereunder in any material respect. Nothing contained herein shall preclude Executive from (i) engaging in charitable and community activities, (ii) participating in industry and trade organization activities, and (iii) managing his and his family’s personal investments and affairs; provided, that Executive shall not have any ownership interest (of record or beneficial) in any firm, corporation, partnership, proprietorship or other business that competes directly with the Company and its Subsidiaries. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire business except for (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period x) an investment of approximately three years. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority not more than 1.0% of the board outstanding securities of directors a company traded on a public securities exchange or other governing body are, at the time of determination, owned by the Company, directly or (y) investments made through one of more Subsidiariespublic mutual funds.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Vice President and Chief Operating Executive Officer of the Company Company, and shall have report solely and directly to the normal duties, responsibilities, functions Company's Chairman and authority the Board of Directors of the Vice Company (the "Board"). Executive shall have those powers and duties normally associated with the position of President and Chief Operating OfficerExecutive Officer of entities comparable to the Company and such other powers and duties as may be prescribed by the Board; provided that, such other powers and duties are consistent with Executive's position as President and Chief Executive Officer of the Company. 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. Notwithstanding the above, Executive shall be permitted, to the extent such activities do not substantially interfere with the performance by Executive of his duties and responsibilities hereunder to (i) manage Executive's personal, financial and legal affairs, (ii) to serve on civic or charitable boards or committees (it being expressly understood and agreed that Executive's continuing to serve on any such board and/or committees on which Executive is serving, or with which Executive is otherwise associated, as of the Commencement Date shall be deemed not to interfere with the performance by Executive of his duties and responsibilities under this Agreement) and (iii) deliver lectures or fulfill speaking engagements. During the Employment Period, Executive shall render such administrativealso serve as a director of the Company. If ▇. ▇▇▇▇▇ ▇▇▇▇ ceases to serve as Chairman of the Board at any time during the Employment Period by reason of his death or incapacity, financial and other executive and managerial services it is the intention of the Board, that either ▇▇▇▇ ▇▇▇▇ or ▇▇▇▇▇▇▇ ▇▇▇▇ shall be appointed as the Chairman of the Board, subject only to its fiduciary duties to the Company and its Subsidiaries which are consistent with Executive’s position as the Company’s board of directors (the “Board”) may from time stockholders and applicable law, shall take all action necessary to time directcarry out such intention. (b) During the Employment Period, Executive shall report to the President and Chief Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities do not interfere with Executive’s employment with the Company and its Subsidiaries. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment PeriodTerm, the Executive shall serve as the Vice President and Chief Operating Executive Officer of Parent and the Company and shall have supervision and control over and responsibility for the normal duties, responsibilities, functions day-to-day business and authority affairs of the Vice President Parent and Chief Operating Officer. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position shall have such other powers and duties as may from time to time be prescribed by the Company’s board Board of directors Directors of Parent (the “Board”) may from time to time direct. (b) During the Employment Period, ). The Executive shall report continue to serve on the President Board of Directors of Parent, provided the Executive shall promptly resign from the Board and Chief from any related positions upon the termination of his employment for any reason. The Executive Officer and shall devote his best efforts and his full business working time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) efforts to the business and affairs of the Company Company. Notwithstanding the foregoing, the Executive may serve on other boards of directors, with the approval of the Board, or engage in religious, charitable or other community activities as long as such services and its Subsidiaries. Executive shall perform activities are disclosed to the Board and do not materially interfere with the Executive’s performance of his duties, responsibilities and functions duties to the Company and its Subsidiaries hereunder to the best of his abilities as provided in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respectsthis Agreement. In performing his duties and exercising his authority under the Agreement, The Company specifically agrees that Executive shall support and implement the business and strategic plans approved from time be permitted to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities do not interfere with Executive’s employment with the Company and its Subsidiaries. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority chairman of the board of directors or other governing body aremember of the board of directors of a biotech company and serve on the board of directors of a gene therapy company; provided that, at in either case, such company is not competitive to the time Company and such board service does not materially interfere with Executive’s performance of determinationhis duties to the Company as provided in this Agreement. The Executive recognizes that the General Assembly can issue binding instructions to him in the form of resolutions. The Executive must ask the shareholders and await their statement before concluding legal transactions/implementation of measures exceeding the ordinary course of business. The competence of the Executive includes any actions the ordinary business operations of the Company entail. The Executives activities are based on the Limited Liability Companies Act (Gesetz über Gesellschaften mit beschränkter Haftung; GmbH-Gesetz), owned by the Companycompany agreement, directly or through one the binding resolutions of more Subsidiariesthe General Assembly of the company and any appointed supervisory board, any rules of procedure for the management and this contract with the Managing Director. The Executive must fulfil all tasks assigned to him with the diligence of a prudent manager. If the Executive breaches his duties, he shall be obliged to compensate the company for any damages incurred.

Position and Duties. (a) During the Employment PeriodTerm, Executive shall serve as the Senior Vice President and Chief Operating Officer of the Company and Chief Operating Officer of ProElite when the Company has either taken control of operations of ProElite or completed the contemplated purchase of ProElite, whichever comes first, and shall have report to the normal duties, responsibilities, functions and authority Chief Executive Officer of the Vice President Company or Board of Directors. As set forth in Exhibit “B” and subject to the direction and control of the Board of Directors of the Company (as defined Board of Directors of the Company and Board of Directors), Executive's duties shall include implementation of the business policies and direction of the Company, employment decisions, financial decisions and management and oversight of the day-to-operations of the Company. In addition, Executive shall perform such other duties requested by or pursuant to the lawful direction and control of the Board of Directors of the Company (or a committee thereof) including such services and duties normally commensurate with the position of Chief Operating Officer. During the Employment Period, The Executive shall render such administrative, financial acknowledges and other executive and managerial services agrees that he owes a fiduciary duty of loyalty to the Company to discharge his duties and its Subsidiaries which are otherwise act in a manner consistent with Executive’s position as the best interests of the Company’s board of directors (the “Board”) may from time to time direct. (b) During the Employment PeriodTerm, the Executive shall devote his reasonable efforts and all of his working time, attention and energies to the performance of his duties and responsibilities under this Agreement (except for vacations to which he is entitled pursuant to the terms of this Agreement, illness or incapacity or activities which do not, in the sole judgment of the Board of Directors (or a committee thereof), interfere or conflict with his duties and responsibilities in any material respect). During the Employment Term, Executive shall report to not engage in any business activity which, in the President and Chief judgment of the Board of Directors (excluding the Executive Officer and shall devote his best efforts and his full business if he should be a member of the Board of Directors at the time and attention (except of such determination), conflicts with the duties of Executive hereunder, whether or not such activity is pursued for permitted vacation periods and reasonable periods of illness gain, profit or other incapacity) to pecuniary advantage. Any material outside business activities of Executive, including, without limitation, serving on the business and affairs board of directors of any other entity, must be approved by the Board of Directors of the Company (excluding any vote of the Executive) in advance. Company and its SubsidiariesExecutive acknowledge that Executive currently advises the Outdoor Channel on their international strategy and both parties agree that part time advisory role through his company Multi Channels Asia is permitted for the duration of the Employment Term of the Company as long as this does not hinder Executives ability to fulfill his Executive duties in any manner. Executive shall agrees that at any time afore mentioned advisory role conflicts with Executive’s ability to perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities do not interfere with Executive’s employment with the Company and its Subsidiaries. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for terminate such role within a period of approximately three yearsreasonable timely manner. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Vice President and a Co-Chief Operating Executive Officer of the Company and shall have such duties, responsibilities, functions and authority commensurate with the normal position of a Chief Executive Officer and the most senior executive of a public company, subject to the power and authority of the Board of Directors of the Company (the “Board”) and such duties, responsibilities, functions and authority of Executive’s Co-Chief Executive Officers, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the Vice President and Chief Operating Officer“Co-CEOs”). During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position position, as the Company’s board of directors (the “Board”) may directed from time to time directby the Board, and working in good faith consultation with any other Co-CEOs of the Company who may be serving concurrently with Executive. (b) During the Employment Period, Executive shall (i) report solely to the President Board and Chief Executive Officer and shall (ii) devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, trustworthy and professional and efficient manner and shall comply in all material respects with the Company’s and its Subsidiaries’ employee policies and procedures in all material respects. In performing his duties to the extent that such policies and exercising his authority procedures do not conflict with this Agreement or expand Executive’s obligations under the Section 6, 7 or 8 of this Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive OfficerBoard; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club charitable and civic organizations organizations, and manage his personal investments, so long as such activities do not materially interfere with Executive’s employment with the Company and its Subsidiaries. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Senior Vice President and Chief Operating Marketing Officer of the Company and shall have the normal duties, responsibilities, functions and authority of an executive officer of the Vice President Company, subject to the power and authority of the Company's Chief Operating OfficerOfficer to expand or limit such duties, responsibilities, functions and authority. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s 's position as the Company’s board of directors (the “Board”) Board or Chief Operating Officer may from time to time reasonably direct. (b) During the Employment Period, Executive shall report to the President and Company's Chief Executive Operating Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in good faith in a diligent, trustworthy, trustworthy and professional and efficient manner and shall comply with the Company’s 's and its Subsidiaries’ ' policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive OfficerBoard (which shall not be unreasonably withheld, conditioned or delayed); provided that Executive may serve as a director participate on boards of an officer charitable entities or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and other civic organizations entities so long as such activities do service does not materially interfere with Executive’s employment with the Company and its Subsidiaries's duties under this Agreement. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “"Subsidiaries” " shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of or more Subsidiaries.

Position and Duties. (a) During the Employment Period, a. Executive shall serve as the Executive Vice President and Chief Operating Officer President, Cycling Business Unit, Specialty Sports Group of the Company (such “Group” being also referred to herein as the ”Group”) and shall have the normal duties, responsibilities, functions and authority of customarily associated with such position and such other duties and responsibilities as may be assigned from time to time to Executive by the Vice President and Chief Operating Officer. During the Employment PeriodPresident, Executive shall render such administrativeSpecialty Sports Group, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position as the Company’s board Chief Executive Officer, Board of directors Directors (the “Board”) may from time and Executive Committee of the Board (the “Executive Committee”) to time directexpand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. (b) During the Employment Period, b. Executive shall report to the President Company’s President, Specialty Sports Group and Chief Executive Officer and shall devote his best efforts and his full business Executive’s full-time energies and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Executive shall perform his Executive’s duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional professional, ethical and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties of the Company and exercising his authority under the Agreement, Executive shall support its Subsidiaries and implement the business and strategic plans approved from time to time by will cooperate fully with the Board and in the President and Chief Executive Officer and shall support and cooperate with advancement of the best interests of the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the CompanyCompany or any Subsidiary, Executive shall not, except as provided herein or without the prior written consent of the President and Chief Executive OfficerBoard, accept render to any other employment person, corporation, firm, company, joint venture or perform other entity any services of any kind for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, engage in any other entity without activity, that would compete with the prior written consent of the President and Chief Executive Officer; provided that Executive may serve as a director of an officer Company or director of or otherwise participate in solely educationalits Subsidiaries, welfare, social, religious, sporting club and civic organizations so long as such activities do not and/or interfere with the performance of Executive’s employment with duties for the Company and its Subsidiaries. Notwithstanding, Executive may engage in charitable, civic, fraternal and trade association activities that do not interfere materially with Executive’s obligations to the Company or any Subsidiary. Further, nothing in this Agreement shall limit Executive’s ability to: (i) serve as a member of any board of directors for any non-profit organization, so long as such membership does not interfere materially or conflict with Executive’s obligations to the Company or any Subsidiary; or (ii) as otherwise agreed by the Board in writing. Executive represents and warrants that Executive does not now, and will not during the Term of employment hereunder, have any financial interest in any competitor, supplier or customer of the Company or its Subsidiaries; provided that passive ownership (i.e., Executive does not directly or indirectly participate in the business or management of the applicable entity) of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange shall not be deemed to be a financial interest in a competitor, supplier or customer of the Company or its Subsidiaries. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) c. For purposes of this Agreement, “SubsidiariesSubsidiary” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determinationnow or hereafter, owned directly or indirectly by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Vice President and Chief Operating Officer President, Strategic Development of the Company and shall have the normal duties, responsibilities, functions and authority of the Vice President President, Strategic Development, subject to the power and Chief Operating Officerauthority of the Company’s board of directors (the “Board”) to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position as the Board or the Company’s board of directors (the “Board”) President and Chief Executive Officer may from time to time direct. (b) During the Employment Period, Executive shall report to the Company’s President and Chief Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive OfficerBoard, accept other employment or perform other services for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent approval of the President and Chief Executive OfficerBoard; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities do not interfere with Executive’s employment with the Company and its Subsidiaries. Executive shall be primarily based at the Company’s headquarters in Merrimack, New Hampshire. Executive understands and agrees that his employment will require travel from time to time. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment PeriodTerm, Executive shall serve as the Chief Commercial Officer of Luminant and as Executive Vice President and of the Company. As Chief Operating Commercial Officer of the Company and shall have the normal duties, responsibilities, functions and authority of the Vice President and Chief Operating Officer. During the Employment PeriodLuminant, Executive shall render such administrativehave responsibility for Luminant Energy (the entity responsible for the wholesale marketing, financial trading, origination and other executive activities of Luminant), Generation Development, Risk, and managerial services fundamentals and structuring duties, and the most senior manager of each function for which Executive is solely responsible shall report to Executive. As an Executive Vice President of the Company, Executive shall have responsibility for Corporate Strategy and Corporate Development/M&A for the Company and its Subsidiaries which are consistent with Executive’s position subsidiaries. In both positions, Executive shall have such duties described above and other duties, authority and responsibilities as the Company’s board of directors (the “Board”) may shall be determined from time to time directby the President and CEO of the Company, which duties, authority and responsibilities shall be customary for Executive’s position in a business of similar size, type and nature to that of Luminant or the Company, as appropriate. Executive shall report to the President and CEO of the Company with respect to his responsibilities to Luminant and the Company. Executive shall also serve as a member of the Strategy and Policy Committee for the Company. (b) During the Employment PeriodTerm, Executive shall report to the President and Chief Executive Officer and shall will devote his best efforts and his Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) best efforts to the business and affairs performance of the Company duties described in Section 2(a) and its Subsidiarieswill not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere, directly or indirectly, with performance of Executive’s duties. Executive shall perform his dutiesmay participate in civic and charitable activities and may serve on the board of non-profit organizations and on the board of one outside company, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities do not interfere with Executive’s employment with the Company and its Subsidiaries. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority obtains prior approval of the board of directors of the Company (as used herein, the term “Board” shall mean the board of directors of the Company or a committee designated by such board), which shall not be unreasonably withheld, prior to accepting appointment or reappointment to a board of directors or trustees of any other governing body arebusiness, at corporation or charitable organization; provided, further, that, in each case, such activities do not conflict or interfere with the time performance of determination, owned by the Company, directly Executive’s duties hereunder or through one of more Subsidiariesconflict with Section 8.

Position and Duties. (a) During Effective as of May 3, 2021 (the Employment Period“Effective Date”), the Executive shall will be employed by the Company, on a full-time basis, as its President, reporting to the Company’s Chief Executive Officer (the “CEO”). The Executive will be a member of the Company’s Executive Committee. In addition, the Executive may be asked from time to time to serve as a director or officer of one or more of the Vice President Company’s Affiliates, without further compensation. (b) The Executive agrees to perform the duties of the Executive’s position, and Chief Operating Officer such other duties as may reasonably be assigned to the Executive from time to time. The Executive also agrees that, while employed by the Company, the Executive will devote the Executive’s full business time and the Executive’s best efforts, business judgment, skill and knowledge exclusively to the advancement of the business interests of the Company and shall have its Affiliates and to the normal duties, responsibilities, functions and authority discharge of the Vice President Executive’s duties and Chief Operating Officerresponsibilities for them. During the Employment Period, The Executive shall render such administrativenot engage in any other business activity or serve in any industry, financial and other executive and managerial services to trade, professional, governmental or academic position during the Company and its Subsidiaries which are consistent with Executive’s position employment, except as may be expressly approved in advance by the Company’s Board of Directors of Cerevel Therapeutics Holdings, Inc. (the “Parent”) (or such other board of directors (or managers as may be designated as the operative governing entity of the Company, the “Board”) in writing; provided, however, that the Executive may from time participate in the activities set forth on Exhibit A hereto and may without advance consent participate in charitable activities and engage in personal investment activities, in each case to time directthe extent such activities, individually or in the aggregate, do not materially interfere with the performance of the Executive’s duties under this Agreement, create a conflict of interest or violate any provision of Section 3 of this Agreement or the Restrictive Covenant Agreement (as defined below). (bc) During the Employment PeriodThe Executive agrees that, Executive shall report to the President and Chief Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is while employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities do not interfere with Executive’s employment with the Company and its Subsidiaries. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashuacomply with all written Company policies, New Hampshire (practices and procedures and all written codes of ethics or another location in the United States mutually agreeable business conduct applicable to the Executive and the President and Chief Executive Officer). After this initial periodExecutive’s position, the Executive acknowledges and agrees that the Executive will be headquartered as in Hong Kong, China for a period of approximately three yearseffect from time to time. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Vice President and Chief Operating Executive Officer of the Company and shall have the normal duties, responsibilities, functions and authority of the Vice President and Chief Operating OfficerCompany. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which affiliates (the “Company Group”) as are consistent with Executive’s position and the by-laws of the Company and as the Company’s board Board of directors Directors of the Company (together with its committees, the “Board”) may from time to time reasonably direct. Executive shall also serve for no additional compensation or remuneration as an officer or director of the Company or such subsidiaries of the Company as may from time to time be designated by the Board. (b) During the Employment Period, Executive shall report to the President and Chief Executive Officer Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its SubsidiariesCompany. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the this Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Board which shall not be unreasonably withheld. Executive may serve as a director of an officer or director of or otherwise participate in solely purely educational, welfare, social, religious, sporting club religious and civic organizations so long as such activities do not interfere with Executive’s employment regular performance of duties and responsibilities hereunder in any material respect. Nothing contained herein shall preclude Executive from (i) engaging in charitable and community activities, (ii) participating in industry and trade organization activities, and (iii) managing his and his family’s personal investments and affairs; provided, that Executive shall not have any ownership interest (of record or beneficial) in any firm, corporation, partnership, proprietorship or other business that competes directly with the Company and its Subsidiaries. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire ▇▇▇▇▇▇▇-Tropsch business except for (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period x) an investment of approximately three years. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority not more than 1.0% of the board outstanding securities of directors a company traded on a public securities exchange or other governing body are, at the time of determination, owned by the Company, directly or (y) investments made through one of more Subsidiariespublic mutual funds.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Vice President and Chief Operating Executive Officer (“CEO”) of the Company and shall have the normal duties, responsibilities, functions and authority of authorities customarily exercised by the Vice President and Chief Operating OfficerCEO of a company of similar size and nature as the Company. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries affiliates which are consistent with Executive’s position position, as the Company’s board Board of directors Directors of the Company (the “Board”) may from time to time direct. (b) During the Employment Period, Executive shall report to the President and Chief Executive Officer Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its SubsidiariesCompany. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the this Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Board. Executive may serve as a director of an officer or director of of, or otherwise participate in solely in, purely educational, welfare, social, religious, sporting club religious and civic organizations so long as such activities do not interfere with Executive’s employment employment. Nothing contained herein shall preclude Executive from (i) engaging in charitable and community activities; (ii) participating in industry and trade organization activities; (iii) managing his and his family’s personal investments and (iv) delivering lectures, fulfilling speaking engagements or teaching at educational institutions; provided, that such activities do not materially interfere with the Company regular performance of his duties and its Subsidiaries. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of responsibilities under this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During As of the date of this Agreement, and during the Employment Period, the Executive will be employed as Chief Executive Officer of PrairieStone and such of its subsidiaries as may be determined by the PrairieStone's Board of Managers, performing such duties as may be designated by the Board of Managers from time to time which shall serve be consistent with the general nature of the duties and authority of a Chief Executive Officer in similarly situated companies. In addition, as of the date of this Agreement, and during the Employment Period, the Executive will be employed as the Vice President and Chief Operating Officer of Arcadia, performing such duties as may be designated by the Company and shall have the normal duties, responsibilities, functions and authority Board of the Vice President and Chief Operating Officer. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position as the Company’s board of directors (the “Board”) may Directors from time to time directwhich shall be consistent with the general nature of the duties and authority of a Chief Operating Officer in similarly situated companies. In both of his positions, Executive shall report to ▇▇▇▇ ▇▇▇▇▇▇▇, the Chief Executive Officer of Arcadia. (b) During the Employment Period, excluding any periods of vacation and absence due to intermittent illness to which the Executive shall report is entitled, and any services or activities on behalf of civic or charitable institutions that do not significantly interfere with the performance of his responsibilities to Employer or violate the President and Chief provisions of Section 10, the Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company Employer and its Subsidiariessubsidiaries. Executive shall perform his dutiesExcept as stated in the previous sentence, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensation. During during the Employment Period, Executive shall not serve have no other employment or business interests; provided, however, that the Executive shall be able to invest his personal assets in investments and entities as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities investments do not interfere with Executive’s employment with the Company violate Section 10 and its Subsidiaries. (c) For do not require a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority material amount of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more SubsidiariesExecutive's time. The Executive shall use reasonable efforts to carry out all duties and responsibilities assigned to him faithfully and efficiently.

Position and Duties. (a) During the Employment Period, Executive shall serve as the an Executive Vice President and Chief Operating Financial Officer of the Company and Parent and shall have the normal duties, responsibilities, functions and authority of such position, subject to the Vice power and authority of the Company’s Board of Directors (the “Board”) and the Company’s Chief Executive Officer and President to expand or limit such duties, responsibilities, functions and Chief Operating Officerauthority and the power and authority of the Board to overrule actions of officers of the Company; provided that such permitted limitations may, nevertheless, constitute “Good Reason” under Section 8. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries Affiliates which are consistent with Executive’s position as the Company’s board of directors (the “Board”) Board may from time to time direct. (b) During the Employment Period, Executive shall report to the President and Chief Executive Officer and President of the Company and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its SubsidiariesAffiliates. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries Affiliates hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its SubsidiariesAffiliates’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall help develop, support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensation. During the Employment Period, Executive shall not accept other employment, serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President Board. The Company and Chief Executive Officer; provided agree that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities do not interfere with Executive’s principal location of employment with the Company and its Subsidiaries. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work shall be at the Company’s offices headquarters in NashuaTampa, New Hampshire (or another location Florida and Executive agrees to use best efforts to establish primary residence in the United States mutually agreeable to Tampa, Florida area within six (6) months following the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three yearsEffective Date. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment PeriodTerm, Executive Employee shall serve as hold the title of Vice President - Engineering. The Company and Chief Operating Officer 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 Company nature of the Company, and shall have the normal duties, responsibilities, functions such other duties and authority of the Vice President and Chief Operating Officer. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services that are assigned to the Company and its Subsidiaries which are consistent with Executive’s position as Employee from time to time by the Company’s board Board of directors Directors (the “Board”) may from time ), or such other officer of the Company as shall be designated by the Board. Employee shall report to time direct.the Board, or to such other officer of the Company as shall be designated by the Board (b) During the Employment Period, Executive shall report Employee agrees to the President and Chief Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its SubsidiariesCompany. Executive Employee shall perform his duties, duties and responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligentdiligent and professional manner, trustworthy, professional and efficient manner and shall agrees to comply with all of the policies of the Company’s , including such policies with respect to legal compliance, conflicts of interest, confidentiality and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved ethics as are from time to time by in effect. During the Board and Employment Term, Employee shall not engage in any business activity which, in the President and Chief Executive Officer and shall support and cooperate reasonable judgment of the Board, conflicts or interferes with the Company’s duties and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive responsibilities of Employee hereunder, whether or not such activity is employed by the Companypursued for gain, Executive shall notprofit or other pecuniary advantage, without the prior written consent approval of the President and Chief Executive OfficerCompany or engage in or be employed by any other business; provided, accept other employment or perform other services for compensation. During however, that the Employment Period, Executive foregoing provisions of this Section 2 shall not serve as an officer limit or director ofprohibit Employee from engaging in community, charitable and social activities, personal investment activities and the endeavors 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 otherwise perform prohibit Employee from providing services to or for compensation for, any other entity without the prior written consent benefit of the President ▇▇▇▇▇▇▇▇ Entities pursuant to the Second Amended and Chief Executive Officer; provided that Executive may serve Restated Service Agreement dated as a director of an officer or director of or otherwise participate in solely educationalMarch 1, welfare, social, religious, sporting club 2005 by and civic organizations so long as such activities do not interfere with Executive’s employment with among the Company and its Subsidiariesthe ▇▇▇▇▇▇▇▇ Entities (as defined therein), as amended from time to time. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive Employee acknowledges and agrees that Employee owes a duty of loyalty, fidelity and allegiance to act at all times in the Executive will be headquartered 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 Hong KongSection 5(d)(ii), China for a period of approximately three years. (d) For purposes of this Agreement, the term “SubsidiariesAffiliate” shall mean any corporation an individual or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Companythat, directly or indirectly through one of or more Subsidiariesintermediaries, controls or is controlled by or is under common control with a specified individual or entity.

Position and Duties. i. Subject to the policy guidelines and directives of the Company which are provided to him by the Company from time to time during the Term (a) During the Employment Periodas defined below), Executive Employee shall serve as Executive Vice President, and shall advance the Vice President business and Chief Operating Officer welfare of the Company and shall have the normal duties, responsibilities, functions and authority of the Vice President and Chief Operating Officer. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to as determined by the Company from time to time, and its Subsidiaries which are consistent with Executive’s position have such powers and duties as the Company’s board of directors (the “Board”) may from time to time direct. (b) During be prescribed by the Employment Period, Executive shall report to the President Chairman and Chief Executive Officer and of the Company, which duties, in the Company’s reasonable discretion, may be changed in any legal manner from time to time. Employee shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness have no authority to bind or other incapacity) obligate the Company to the business and affairs purchase or sale of any real property or to any other financial commitment, including without limitation the borrowing of any monies on a secured or unsecured basis, without obtaining the prior authorization of the Company and its Subsidiariesas to the specific transaction. Executive Employee’s duties shall perform his duties, include such other matters or responsibilities and functions to as the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved Employee may jointly agree upon from time to time by during the Board term of this Agreement. ii. Employee’s employment is on a full-time and “best-efforts” basis meaning that during the President and Chief Executive Officer and term of this Agreement, Employee shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long not accept any full or part-time employment, including without limitation as Executive is employed by the Companyan independent consultant, Executive shall notafter working hours or otherwise, without the prior written consent of the President Company, which may be given, withheld or conditioned in the Company’s sole and Chief Executive Officerabsolute discretion. Employee shall devote his full energies, accept other employment or perform other services for compensationinterests, abilities and productive time to the performance of his duties and responsibilities under this Agreement. During the Employment PeriodTerm, Executive Employee shall not serve not, directly or indirectly, whether as an officer or director ofa partner, employee, creditor, shareholder or otherwise perform services for compensation forpromote, participate or engage in any activity or other entity without business competitive with the prior written consent of Company’s business. Notwithstanding the President foregoing, the Company acknowledges that Employee has made and Chief Executive Officer; provided will continue to make personal investments that Executive will require Employee’s periodic attention. Employee may serve as a director of an officer or director of or otherwise participate in solely educationalsuch personal investments to the full extent desired by Employee so long as such personal investment activity does not detract from Employee’s ability to devote his full energies and productive interests to the performance of his duties and responsibilities under this Agreement. iii. Employee shall devote substantially all of his working hours to Company business, welfareprovided, socialhowever, religiousthat Employee may (i) serve on corporate, sporting club civic or charitable boards or committees; and civic organizations (ii) manage personal investments, so long as such activities do not significantly interfere with Executivethe performance of Employee’s employment with duties and obligations to the Company and its Subsidiaries. (c) under this Agreement. For a period the avoidance of time mutually agreeable doubt, Employee’s continued conduct with respect to activities prior to the Executive Effective Date shall not be deemed to interfere with his duties and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of responsibilities under this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During The Company hereby continues to employ the Employment PeriodExecutive and the Executive hereby accepts continued employment with the Company, upon the terms and subject to the conditions set forth herein. The Executive shall continue to serve as the Vice President and Chief Operating & Quality Officer of the Company and shall have such other office or offices to which Executive may be appointed or elected by the normal duties, responsibilities, functions and authority Board of Directors of the Vice President Company (the "Board” or “Board of Directors"). Subject to the direction and supervision of the Board of Directors, the Executive shall perform such duties as are customarily associated with the offices of Chief Operating Officer. During & Quality Officer and such other offices to which Executive may be appointed or elected by the Employment Period, Executive shall render Board of Directors and such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position additional duties as the Company’s board Board of directors (Directors may determine. The Executive will diligently and conscientiously perform the “Board”) may from time to time direct. (b) During the Employment Period, Executive shall report to the President and duties of Chief Executive Operating & Quality Officer and shall will devote his the Executive 's best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) during normal business hours to the business and affairs of the Company and its SubsidiariesCompany. The Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, will accept no other employment or perform other services for compensation. During contracting work during the Employment Period, Executive shall not serve as an officer or director ofTerm, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities do not interfere with Executive’s employment with the Company and its Subsidiaries. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority member of the board of directors of any for-profit entity or as a member of any advisory board without the express written consent of the Board. Notwithstanding the general prohibition on the Executive accepting other governing body areemployment or contracting work during the Term, at the time of determinationExecutive shall be permitted to accept other employment or contracting work from the entities and/or ventures set forth in Exhibit A (the “Approved Endeavors”), owned by provided that (i) any work performed for such Approved Endeavors does not materially interfere with the Executive’s duties and responsibilities to the Company, directly or through one (ii) such work performed for such Approved Endeavors is not competitive with the Company’s Business Activities (as defined below). Upon termination of more Subsidiariesthe Executive’s employment relationship with the Company for any reason, the Executive shall resign and relinquish any other position held as an officer and/or board member of the Company.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Vice President and Chief Operating Officer General Manager, Powered Vehicles Group of the Company (such “Group” being also referred to herein as the “Division”) and shall have the normal duties, responsibilities, functions and authority customarily associated with such position and such other duties and responsibilities as may be assigned from time to time to Executive by the President, Business Divisions of the Vice President and Chief Operating Officer. During the Employment PeriodCompany, Executive shall render such administrative, financial and other executive and managerial services all subject to the Company power and its Subsidiaries which are consistent with Executive’s position as authority of the Company’s board Chief Executive Officer, Board of directors Directors (the “Board”) may from time and Executive Committee of the Board (the “Executive Committee”) to time directexpand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. (b) During the Employment Period, Executive shall report to the President Company’s President, Business Divisions and Chief Executive Officer and shall devote his best efforts and his full business Executive’s full-time energies and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Executive shall perform his Executive’s duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional professional, ethical and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties of the Company and exercising his authority under the Agreement, Executive shall support its Subsidiaries and implement the business and strategic plans approved from time to time by will cooperate fully with the Board and in the President and Chief Executive Officer and shall support and cooperate with advancement of the best interests of the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the CompanyCompany or any Subsidiary, Executive shall not, except as provided herein or without the prior written consent of the President and Chief Executive OfficerBoard, accept render to any other employment person, corporation, firm, company, joint venture or perform other entity any services of any kind for compensation, or engage in any other activity, that would compete with the Company or its Subsidiaries, and/or interfere with the performance of Executive’s duties for the Company and its Subsidiaries. During the Employment PeriodNotwithstanding, Executive may engage in charitable, civic, fraternal and trade association activities that do not interfere materially with Executive’s obligations to the Company or any Subsidiary. Further, nothing in this Agreement shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may limit Executive’s ability to: (i) serve as a director member of an officer or director any board of or otherwise participate in solely educationaldirectors for any non-profit organization, welfare, social, religious, sporting club and civic organizations so long as such activities do membership does not interfere materially or conflict with Executive’s employment with obligations to the Company or any Subsidiary; or (ii) as otherwise agreed by the Board in writing. Executive represents and warrants that Executive does not now, and will not during the Term of employment hereunder, have any financial interest in any competitor, supplier or customer of the Company or its Subsidiaries; provided that passive ownership (i.e., Executive does not directly or indirectly participate in the business or management of the applicable entity) of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange shall not be deemed to be a financial interest in a competitor, supplier or customer of the Company or its Subsidiaries. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “SubsidiariesSubsidiary” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determinationnow or hereafter, owned directly or indirectly by the Company, directly or through one of more Subsidiaries.

Position and Duties. (ai) During the Employment Period, the Executive shall serve as President (“President”) of the Vice Company, with such authority, duties and responsibilities as are normally attendant to such position and such other duties commensurate with the position of President and Chief Operating Officer of the Company and shall have the normal duties, responsibilities, functions and authority of the Vice President and Chief Operating Officer. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position as that may be reasonably assigned by the Company’s board Board of directors Directors (the “Board”) may from time ). The Executive shall report to time directthe Chief Executive Officer of the Company. (bii) During the Employment Period, Executive shall report to the President and Chief Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable excluding any periods of illness or other incapacity) vacation and sick leave to which the Executive is entitled, the Executive agrees to devote all of his business attention and time to the business and affairs of the Company Company, and its Subsidiaries. Executive shall perform to use his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the reasonable best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensationsuch responsibilities. During the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) consistent with Company governance policies, serve on corporate boards or committees of businesses that are not competitors of the Company, with prior written approval of the Board or an authorized committee thereof, (B) serve on civic or charitable boards or committees, (C) manage personal and family investments, and (D) engage in lectures or teaching, so long as any such activities referenced in Sections 3(a)(ii)(A)-(D) do not, individually or in the aggregate, interfere with the discharge of the Executive’s responsibilities pursuant to this Agreement; provided, however, for the avoidance of doubt, during the Employment Period, the Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, hold any other entity without management positions at other companies or any other entities. Notwithstanding the prior written consent of the President and Chief Executive Officer; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely educationalforegoing, welfare, social, religious, sporting club and civic organizations so long as such activities do not interfere with the Executive’s employment duties and responsibilities to the Company, the Executive shall be able to manage and oversee Executive’s existing assets and the existing assets and business of TPMC Realty Corporation and its Affiliates (as defined below) (“TPMC”), but shall not make any new investments on or after the Effective Date unless (1) such investments are passive investments that are not competitive with the Company and its Subsidiaries. (c) For a period of time mutually agreeable the Executive provides notice to the Executive and the President and Chief Executive Officer, Company of such investments within ten (10) days following any such investment; or (2) the Executive will work at obtains the prior written consent of the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer)which consent shall not be unreasonably withheld. After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, the term “SubsidiariesAffiliate” shall mean any corporation or other entity has the meaning given to such term under the Securities Act of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries1933.

Position and Duties. (a) During the Employment Period, Executive shall will serve as the Vice President and Chief Operating Executive Officer (the “CEO”) of the Company. As CEO, Executive shall have the role of Chief Executive Officer of the Company Company, reporting directly to the Board with such authority and shall have powers as are generally associated with the normal duties, responsibilities, functions and authority role of the Vice President and Chief Operating Officera public company. During the Employment Period, Executive shall render such administrativewill devote Executive’s full business time, financial skill, attention, and other executive and managerial services best efforts to the Company and its Subsidiaries which are consistent with performance of Executive’s position duties, subject to customary carve-outs for charitable activities and management of personal affairs that do not materially interfere with the performance of Executive’s duties to the Company. So long as Executive is not travelling on Company business, executive’s duties shall be principally performed at the Company’s board of directors (the “Board”) may from time to time directLehi, Utah headquarters. (b) During the Employment Period, Executive shall report to the President and Chief Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive OfficerBoard, accept other employment or perform other services for compensation. During compensation or that interfere with Executive’s employment with the Employment PeriodCompany; provided, Executive shall not serve as an officer or director ofhowever, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely purely educational, welfare, social, religious, sporting club religious and civic organizations so long as such activities are not in competition with the Company or do not interfere with Executive’s employment with ability to carry out Executive’s duties under this Agreement. Notwithstanding anything to the Company contrary in this Section 2, Executive shall be entitled to serve on the board of directors of two other private or public for-profit companies in which the requirements of this subsection (b) are satisfied subject to approval of the Board, and its Subsidiariesfor the avoidance of doubt, his continuing service on the boards of ▇▇▇▇▇ Foods Inc. and Q30 Innovations LLC is approved. (c) For a period Executive shall comply with all lawful rules, policies, procedures, regulations and administrative directions now or hereafter reasonably established by the Company for employees of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Vice President and Chief Operating Financial Officer of the Company and shall have the normal duties, responsibilities, functions and authority of the Vice President and Chief Operating OfficerCompany. During the Employment Period, Executive shall render such administrativeis to have the normal duties, financial responsibilities and other authority of an executive and managerial services with the title of Chief Financial Officer, subject to the Company power of the Chief Executive Officer to provide oversight and its Subsidiaries which are direction with respect to such duties, responsibilities and authority, either generally or in specific instances and consistent with Executive’s position as the Company’s board of directors (the “Board”) may from time to time directsuch position. (b) During the Employment Period, Executive acknowledges and agrees that from time to time the board of directors of the Company (the “Company Board”) or the board of directors or managers, as applicable, of any member of the Company Group, may assign Executive additional positions with the Company or such member of the Company Group, respectively. Executive agrees to serve in any and all such positions without additional compensation. Upon the Date of Termination, Executive shall, at the request of the applicable equity holders or the applicable board of directors or managers, resign from all such positions. (c) Executive shall report to the President and Chief Executive Officer and of the Company. (d) During the Employment Period, Executive shall devote his best efforts and his Executive’s full business professional time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business Business and affairs of the Company and its Subsidiaries. Group, Executive shall perform his duties, Executive’s duties and responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional business-like and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensationmanner. During the Employment Period, Executive shall not serve as an officer a director or director of, a principal of another company or otherwise perform services for compensation for, engage in any other entity business activity which could materially interfere or conflict with the performance of his duties, services and responsibilities hereunder or which is in violation of the reasonable policies established from time to time by the Company without the Company Board’s prior consent. Other than as set forth in Appendix 1, Executive neither serves as director nor as principal of any for profit, charitable or civic organizations. Executive will provide the Company with prior written consent notice of the President and Chief Executive Officer; any material future commitments with respect to any charitable or civic organization, provided that Executive may shall not serve as a director of an officer in such current or director of or otherwise participate future positions in solely educational, welfare, social, religious, sporting club and civic organizations so long as the event such activities do not interfere service unreasonably interferes with Executive devoting Executive’s employment full professional time and attention to the Business and affairs of the Company Group. At such time as the Company Board determines that in its reasonable, good faith judgment any or all such director or principal positions materially interfere or conflict with the performance of Executive’s duties, services and responsibilities hereunder, subject to compliance with applicable law, the Company and its SubsidiariesBoard may require the resignation of Executive from any or all such positions. (ce) For a period of time mutually agreeable to the Executive shall perform Executive’s duties and the President and Chief Executive Officer, the Executive will work responsibilities principally at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority headquarters office of the board of directors or other governing body areCompany in Atlanta, at the time of determination, owned by the Company, directly or through one of more SubsidiariesGeorgia.

Position and Duties. (a) During the Employment Period, Executive shall serve Employee will be employed as the Vice President and Chief Operating Officer CEO of the Company Financial Dynamics-USA with such duties and shall have the normal duties, responsibilities, functions and authority of the Vice President and Chief Operating Officer. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which responsibilities that are consistent with Executive’s that position as the Company’s board of directors (the “Board”) may from time to time direct. be assigned to Employee by the CEO of FTI Consulting in consultation with the CEO of Financial Dynamics International (bHoldings) During Ltd., and will have such authority as may be reasonably necessary for Employee to carry out his or her duties and responsibilities. Moreover Employee shall be a member of the Employment PeriodBoard of Directors of an appropriate Financial Dynamics International Holdings Ltd., governing company and a member of FTI Consulting’s Executive shall report Management Committee. Employee will undertake such travel within or without the United States necessary to the President performance of Employee’s duties and Chief Executive Officer and shall devote his best efforts and his full business responsibilities. Employee will work full-time and attention (except devote all of Employee’s business time, attention, and energies to, on behalf of, and for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs benefit of the Company and its SubsidiariesCompany. Executive shall perform his dutiesEmployee will not, responsibilities and functions without the written consent of the Company: (i) render service to others not affiliated with the Company for compensation, or (ii) serve on any board or governing body of another for profit entity not affiliated with the Company. Employee will not engage in any activity which conflicts or materially interferes with the performance of Employee’s duties and its Subsidiaries hereunder responsibilities hereunder. Employee may engage in personal, charitable, and professional activities, (i) subject to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply compliance with the Company’s normal conflicts procedures, and its Subsidiaries’ policies and procedures in all material respects. In performing his (ii) provided such activities do not conflict or materially interfere with the ability of Employee to perform the duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate responsibilities hereunder. If an outside activity subsequently creates a conflict with the Company’s business or prospective business, Employee agrees to cease engaging in such activity at such time. Employee will observe and its Subsidiaries’ efforts adhere to expand their businesses all applicable written Company policies and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Companyprocedures adopted from time to time, Executive shall notincluding, without the prior written consent of the President and Chief Executive Officerlimitation, accept other employment or perform other services for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities do not interfere with Executive’s employment with the Company and its Subsidiaries. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in NashuaPolicy on Ethics and Business Conduct, New Hampshire (Policy on Conflicts of Interest, Acceptable Use Policy and Policy on Inside Information and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, such as they now exist or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial periodhereafter are supplemented, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kongamended, China for a period of approximately three yearsmodified or restated. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment PeriodEffective as of July 13, Executive shall serve as the Vice President and Chief Operating Officer of the Company and shall have the normal duties, responsibilities, functions and authority of the Vice President and Chief Operating Officer. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position as the Company’s board of directors 2020 (the “BoardEffective Date”) ), the Executive will be employed by the Company, on a full-time basis, as its Chief Corporate Affairs Officer, reporting to the Company's Chief Executive Officer. The Executive will be a member of the Company's Executive Committee. The Executive shall be eligible to work remotely but travel to the Boston area may be required as business needs arise. In addition, the Executive may be asked from time to time direct.to serve as a director or officer of one or more of the Company's Affiliates, without further compensation (b) During The Executive agrees to perform the Employment Period, Executive shall report duties of the Executive’s position and such other duties as may reasonably be assigned to the President and Chief Executive Officer and shall from time to time. The Executive also agrees that, while employed by the Company, the Executive will devote his best efforts and his the Executive’s full business time and attention (except for permitted vacation periods best efforts, business judgment, skill and reasonable periods of illness or other incapacity) knowledge exclusively to the advancement of the business and affairs interests of the Company and its SubsidiariesAffiliates and to the discharge of the Executive’s duties and responsibilities for them. The Executive shall perform his dutiesnot engage in any other business activity or serve in any industry, responsibilities and functions to trade, professional, governmental or academic position during the Company and its Subsidiaries hereunder to the best of his abilities Executive’s employment, except as may be expressly approved in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time advance by the Board of Directors of Cerevel Therapeutics, Inc.(“Parent”) (or such other board of directors or managers as may be designated as the operative governing entity of the Company, the (“Board”) in writing; provided, however, that the Executive may participate in the activities set forth on Exhibit A hereto and may without advance consent participate in charitable activities and engage in personal investment activities, in each case to the President and Chief Executive Officer and shall support and cooperate extent such activities, individually or in the aggregate, do not materially interfere with the Companyperformance of the Executive’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with duties under this Agreement, create a conflict of interest or violate any provision of Section 3 of this Agreement or the business and strategic plans approved by the Board. So long Restrictive Covenant Agreement (as defined below). (c) The Executive is agrees that, while employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities do not interfere with Executive’s employment with the Company and its Subsidiaries. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashuacomply with all written Company policies, New Hampshire (practices and procedures and all written codes of ethics or another location in the United States mutually agreeable business conduct applicable to the Executive and the President and Chief Executive Officer). After this initial periodExecutive’s position, the Executive acknowledges and agrees that the Executive will be headquartered as in Hong Kong, China for a period of approximately three yearseffect from time to time. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Vice President and Chief Operating Executive Officer of the Company and shall have the normal dutiesCompany, with such responsibilities, functions duties and authority normally associated with such position and as may from time to time be assigned to Executive by the Board of Directors of the Vice President and Chief Operating Officer. During Company or an authorized committee thereof (in any case, the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are “Board”) consistent with Executive’s position as Chief Executive Officer of the Company’s board . Executive shall report directly to the Board. Executive shall initially be permitted to work remotely from a location of directors (the “Board”) may his choosing; provided, however, that Executive will travel to, and, from time to time direct. will be required to work out of, Company offices (bincluding the Company’s offices in New York City) During and may be required to travel to other locations throughout the Employment Period, country or abroad for business purposes. Such travel to and any extended stays at such locations shall be on a reasonable basis as necessary to fulfill Executive’s duties and responsibilities hereunder. The Company shall not be in breach of this Agreement in the event the Board determines that it is necessary for and requires Executive to work primarily from the Company’s executive offices in New York City. Executive shall report to the President and Chief Executive Officer and shall devote his best efforts and his full business substantially all of Executive’s working time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) efforts to the business and affairs of the Company and (which shall include service to its Subsidiaries. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner subsidiaries) and shall comply with the Company’s and its Subsidiaries’ policies and procedures not engage in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the outside business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, activities (including serving on outside boards or committees) without the prior written consent of the President and Chief Executive OfficerBoard, accept other employment or perform other services for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may serve as a director of an officer or director of or otherwise shall be permitted to (i) manage Executive’s personal, financial and legal affairs, (ii) participate in solely educational, welfare, socialcharitable, religious, sporting club civic, community, industry or trade organizations or associations, (iii) serve on the board of directors of not-for-profit or tax-exempt organizations and civic organizations so long as (iv) serve on the board of directors of 24 Hour Fitness Company, in each case, subject to compliance with this Agreement and provided that such activities do not materially interfere with Executive’s employment performance of Executive’s duties and responsibilities hereunder. Executive agrees to observe and comply with the Company rules and its Subsidiaries. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority policies of the board of directors or other governing body are, at the time of determination, owned Company as adopted by the CompanyCompany from time to time, directly in each case as amended from time to time, as set forth in writing, and as delivered or through one of more Subsidiariesmade available to Executive (each, a “Policy”).

Position and Duties. (a) During the Employment Period, Executive shall serve initially as the Vice President and Chief Operating Executive Officer of the Company and shall have the normal duties, responsibilities, functions responsibilities and authority customary for such a position in an organization of the Vice President size and Chief Operating Officernature of the Company. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services initially report directly to the Company and its Subsidiaries which are consistent with Executive’s position as the Company’s board of directors managers or managing member of the Company (the ““ Board”) may from time to time direct. (b) During the Employment Period, Executive shall report to the President and Chief Executive Officer and shall devote his commercially reasonable best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiariesaffiliates. Executive shall perform his dutiesobtain the prior written approval from the Board before joining or participating in any other business opportunities or activity, responsibilities whether as an investor (other than reasonable personal investments), board member, partner, or in any other capacity. (b) Executive acknowledges and functions agrees that, at all times during the employment relationship, Executive owes fiduciary duties to the Company and its Subsidiaries hereunder affiliates, including, but not limited to, fiduciary duties of the highest loyalty, fidelity and allegiance, to act at all times in the best interests of the Company and its affiliates, to make full disclosure to the best Company of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with all information that pertains to the Company’s or its affiliates’ business and interests, to do no act which would injure the Company’s or its Subsidiariesaffiliates’ policies business, interests, or reputation, and procedures in all material respectsto refrain from using for Executive’s own benefit or for the benefit of others any information or opportunities pertaining to the Company’s or its affiliates’ business or interests that are entrusted to Executive or that he learned while employed by the Company. In performing his duties Executive acknowledges and exercising his authority under agrees that, upon termination of the Agreementemployment relationship, Executive shall support and implement continue to refrain from using for his own benefit or the business and strategic plans approved benefit of others, or from time disclosing to time by the Board and the President and Chief Executive Officer and shall support and cooperate with others, any information or opportunities pertaining to the Company’s and or its Subsidiariesaffiliates’ efforts business or interests that were entrusted to expand their businesses and operate profitably and in conformity with Executive during the business and strategic plans approved by the Board. So long as Executive is employment relationship or that he learned while employed by the Company, Executive shall notand that are not otherwise known to the public. In addition, without the prior written consent of the President and Chief Executive OfficerExecutive, accept other employment or perform other services for compensation. During at all times during the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent strictly adhere to and obey all of the President and Chief Executive Officer; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities do not interfere with Executive’s employment with the Company and its Subsidiaries. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashuawritten rules, New Hampshire (or another location in the United States mutually agreeable to the Executive policies and the President and Chief Executive Officer). After this initial periodprocedures, the Executive acknowledges and agrees that the Executive which will be headquartered available for viewing and are now in Hong Kongeffect, China for a period of approximately three years. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities as are subsequently adopted or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned modified by the Company, directly or through one which govern the operation of more Subsidiariesthe Company’s business and the conduct of Executives of the Company.

Position and Duties. (a) During Except as otherwise expressly provided herein, this Agreement setting forth the Employment Period, Executive shall serve terms and conditions of your employment as the Vice President and Chief Operating Officer CEO of the Company and shall have the normal duties, responsibilities, functions and authority be effective as of the Vice President and Chief Operating Officerdate on which it is signed by the second of the parties hereto (the “Effective Date”). During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to Your employment with the Company in that position will be on a full-time basis. In addition, you may be asked from time to time to serve as a director or officer of one or more of the Affiliates of the Company without further compensation. (The term “Affiliates” is defined in the definitional section below.) (b) You agree to perform the duties of your position and its Subsidiaries which are consistent with Executive’s position such other duties as may reasonably be assigned to you from time to time by the Company’s board of directors of the Company (the “Board”) may from time or a member or committee of the Board delegated by the Board to time direct. represent it (b) During a “Board representative”). You also agree that, while employed by the Employment PeriodCompany, Executive shall report to the President and Chief Executive Officer and shall you will devote his best efforts and his your full business time and attention (except for permitted vacation periods your best efforts, business judgment, skill and reasonable periods knowledge exclusively to the advancement of illness or other incapacity) to the business and affairs interests of the Company and its SubsidiariesAffiliates and to the discharge of your duties and responsibilities for them. Executive shall perform his dutiesYou may hold membership on the board of directors of other organizations, provided that you have the prior approval of the Board and provided further that such memberships do not, individually or in the aggregate, conflict or otherwise interfere with your duties and responsibilities and functions to the Company and its Subsidiaries hereunder Affiliates. During your employment, you may engage in passive management of your personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to the best a conflict of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply interest or otherwise interfere with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his your performance of your duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services responsibilities for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities do not interfere with Executive’s employment with the Company and its Subsidiaries. (c) For Affiliates. You agree not to engage in any other business activity, however, without the express prior written approval of the Board, it also being agreed that, if the Board subsequently determines that any previously approved activity detracts from your performance or gives rise to a period conflict of time mutually agreeable to the Executive and the President and Chief Executive Officerinterest, the Executive you will work at cease such activity promptly following notice from the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

Position and Duties. (ai) During the Employment Period, the Executive shall serve as the Vice Chief Executive Officer and President and Chief Operating Officer of the Company Company, and shall have the normal duties, responsibilities, functions and authority of the Vice President and Chief Operating Officer. During the Employment Period, Executive shall render in such administrative, financial and other executive and managerial services to position or positions with the Company and its Subsidiaries which subsidiaries as are consistent with the Executive’s positions as Chief Executive Officer and President of the Company, and shall have such duties and responsibilities as are assigned to the Executive by the Board consistent with the Executive’s position as Chief Executive Officer and President of the Company. The Executive agrees to serve as a member of the Board, if elected to serve in such position during the Employment Period. Upon the effectiveness of the Executive’s board termination of directors employment with the Company (for any reason), the “Executive shall been deemed to have automatically resigned from the Board”) may from time to time direct. (bii) During the Employment Period, Executive shall report to the President and Chief Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable excluding any periods of illness or other incapacity) vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours and on a full-time basis to the business and affairs of the Company and its Subsidiaries. Executive shall perform his dutiesCompany, to discharge the responsibilities and functions assigned to the Company Executive hereunder, and its Subsidiaries hereunder to use the Executive’s reasonable best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses perform faithfully and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensationefficiently such responsibilities. During the Employment Period, Executive Period it shall not be a violation of this Agreement for the Executive to (A) be employed by the Company or any of its subsidiaries or Affiliates, (B) serve as an officer on corporate, civic or director ofcharitable boards or committees which are set forth on Schedule 1 attached hereto, (C) deliver lectures, fulfill speaking engagements or otherwise perform services for compensation forteach at educational institutions or (D) manage personal investments on a passive basis, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations 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; provided, however, that the Executive shall not engage in other employment or undertake any other commercial business activities unless the Executive obtains the prior written consent of the Board. The Board may deny or rescind consent to the Executive’s service as a director of all other corporations or participation in other business or public activities if the Board, in its sole discretion, determines that such activities compromise or threaten to compromise the Company’s business interest or conflict with the Company and its SubsidiariesExecutive’s duties to the Company. The Executive shall be permitted to retain all compensation in respect of any of the services or activities referred to in this Section 2(a)(ii). (ciii) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, The location at which the Executive will work perform services pursuant to this Agreement shall be principally based at the Company’s offices in NashuaBoca Raton, New Hampshire (or another location in the United States mutually agreeable Florida, subject to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three yearsreasonable travel required to perform such duties. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Vice President and Chief Operating Operations Officer of the Company and shall have the normal duties, responsibilities, functions and authority of the Vice President and Chief Operating Officershall. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s 's position as the Company’s board of directors (the “Board”) Chief Executive Officer may from time to time direct, including taking a leadership role encompassing the areas of supply chain management, vendor relationship management, product sourcing, product costs, planning, inventory management, operations, logistics, and quality control. (b) During the Employment Period, Executive shall report to the President and Chief Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s 's and its Subsidiaries’ ' policies and procedures in all material respectsprocedures. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and board of managers of the President and Chief Executive Officer Company (the "Board") and shall support and cooperate with the Company’s 's and its Subsidiaries’ ' efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive OfficerBoard, accept other employment or perform other services for compensation. During the Employment PeriodThe Company acknowledges, Executive shall not serve as an officer or director ofhowever, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely educationalhas been, welfare, social, religious, sporting club and civic organizations for so long as such activities do service does not interfere with Executive’s employment with his duties and obligations to the Company hereunder, shall be permitted to continue to be involved in: 1) Real estate leasing ventures and its Subsidiariesproperty management, as an investor and advisor; 2) A c-corp currently in formation, bearing the name of “Christmas Crossfit Ventures” or a similar name, which is engaged in the manufacture/ and sale of products for the Crossfit-specific fitness market, as a primary investor, director and business adviser; and 3) “Technology Spirits,” a distillation company, as an investor, advisor, and relationship manager. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “"Subsidiaries” " shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Senior Vice President and Chief Operating Officer President, Business Divisions, of the Company and shall have the normal duties, responsibilities, functions and authority customarily associated with such position and such other duties and responsibilities as may be assigned from time to time to Executive by the Chief Executive Officer of the Vice President and Chief Operating Officer. During the Employment PeriodCompany, Executive shall render such administrative, financial and other executive and managerial services all subject to the Company power and its Subsidiaries which are consistent with Executive’s position as authority of the Company’s board Board of directors Directors (the “Board”) may from time and Executive Committee of the Board (the “Executive Committee”) to time directexpand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. (b) During the Employment Period, Executive shall report to the President and Chief Executive Officer and Executive shall devote his best efforts and his full business Executive’s full-time energies and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Executive shall perform his Executive’s duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional professional, ethical and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties of the Company and exercising his authority under the Agreement, Executive shall support its Subsidiaries and implement the business and strategic plans approved from time to time by will cooperate fully with the Board and in the President and Chief Executive Officer and shall support and cooperate with advancement of the best interests of the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the CompanyCompany or any Subsidiary, Executive shall not, except as provided herein or without the prior written consent of the President and Chief Executive OfficerBoard, accept render to any other employment person, corporation, firm, company, joint venture or perform other entity any services of any kind for compensation, or engage in any other activity, that would compete with the Company or its Subsidiaries, and/or interfere with the performance of Executive’s duties for the Company and its Subsidiaries. During the Employment PeriodNotwithstanding, Executive may engage in charitable, civic, fraternal and trade association activities that do not interfere materially with Executive’s obligations to the Company or any Subsidiary. Further, nothing in this Agreement shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may limit Executive’s ability to: (i) serve as a director member of an officer or director any board of or otherwise participate in solely educationaldirectors for any non-profit organization, welfare, social, religious, sporting club and civic organizations so long as such activities do membership does not interfere materially or conflict with Executive’s employment with obligations to the Company or any Subsidiary; or (ii) as otherwise agreed by the Board in writing. Executive represents and warrants that Executive does not now, and will not during the Term of employment hereunder, have any financial interest in any competitor, supplier or customer of the Company or its Subsidiaries; provided that passive ownership (i.e., Executive does not directly or indirectly participate in the business or management of the applicable entity) of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange shall not be deemed to be a financial interest in a competitor, supplier or customer of the Company or its Subsidiaries. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “SubsidiariesSubsidiary” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determinationnow or hereafter, owned directly or indirectly by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall will serve as the Executive Vice President and Chief Operating Financial Officer of the Company and shall have of ▇▇▇▇▇▇ Products, Inc., a Delaware corporation (“Parent”), or in such other capacity mutually agreed to between Executive and the normal duties, responsibilities, functions Company by written amendment of this Agreement. Executive’s duties and authorities will consist of all duties and authority of the Vice President customarily performed and Chief Operating Officer. During the Employment Period, Executive shall render such administrative, financial held by persons holding equivalent positions in companies similar in nature and other executive and managerial services size to the Company and its Subsidiaries which are consistent with Executive’s position or Parent as the Company’s board of directors (the “Board”) may from time to time direct. (b) During the Employment Period, Executive shall report to the President and Chief Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his such duties and exercising his authority under the Agreementare reasonably defined, Executive shall support modified and implement the business and strategic plans approved delegated from time to time by the Board and of Directors of Parent (the President and “Board”) or the Chief Executive Officer of Parent (“CEO”). Executive will report to the CEO as to day to day matters and to the Board as to his fiduciary duties and on other matters as requested by the Board. Executive hereby acknowledges that he has a fiduciary responsibility and duty of loyalty to the Company and Parent hereunder. For so long as Executive remains employed, Executive shall, on a full-time basis, devote his best efforts and his entire business time, energy, attention, knowledge and skill solely and exclusively to advance the interests, products and goodwill of the Company and Parent. Executive shall support diligently, competently and cooperate faithfully perform the duties assigned to him by the Company and Parent from time to time. The duties and services to be performed by Executive hereunder shall be substantially rendered at the Company’s principal offices, except for travel on the Company’s business incident to the performance of Executive’s duties. Executive will not, without the written consent of the Board or the CEO, which consent shall not be unreasonably withheld: (i) render service to others for compensation, or (ii) serve on any board or governing body of another entity. If an outside activity subsequently creates a conflict with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Companyor prospective business, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensationagrees to cease engaging in such activity at such time. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may serve as a director of an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities do not interfere with Executive’s employment with the Company and its Subsidiaries. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashuaobserve and adhere to all applicable written Company policies and procedures adopted from time to time, New Hampshire (such as they now exist or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial periodhereafter are supplemented, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kongamended, China for a period of approximately three yearsmodified or restated. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Vice President and Chief Operating Executive Officer (“CEO”) of the Company and shall have the normal duties, responsibilities, functions and authority authorities customarily exercised by the CEO of a company of similar size and nature as the Vice President and Chief Operating OfficerCompany. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which affiliates (the “Company Group”) as are consistent with Executive’s position and the by-laws of the Company and as the Company’s board of directors (the “Board”) Board may from time to time reasonably direct. Executive shall also serve for no additional compensation or remuneration as an officer or director of such subsidiaries of the Company as may from time to time be designated by the Board. (b) During the Employment Period, Executive shall report to the President and Chief Executive Officer Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its SubsidiariesCompany. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the this Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President Board which shall not be unreasonably withheld; provided, however, that the Board hereby consents to Executive’s service on and Chief Executive Officer; provided that after the Commencement Date as a director of each of the corporations listed on Exhibit A. Executive may serve as a director of an officer or director of or otherwise participate in solely purely educational, welfare, social, religious, sporting club religious and civic organizations so long as such activities do not materially interfere with Executive’s employment regular performance of duties and responsibilities hereunder. Nothing contained herein shall preclude Executive from (i) engaging in charitable and community activities, (ii) participating in industry and trade organization activities, (iii) managing his and his family’s personal investments and affairs, and (iv) delivering lectures, fulfilling speaking engagements or teaching at educational institutions, provided that such activities do not materially interfere with the Company regular performance of his duties and its Subsidiaries. (c) For a period of time mutually agreeable to the Executive and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of responsibilities under this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment PeriodTerm, Executive the Executive: (i) shall serve as (A) during the Vice President Advisor Period, the special advisor to the interim principal executive officer of the Company, with responsibilities, duties and authority customary for such position, subject to direction by the Board and (B) during the portion of the Term other than the Advisor Period, Chief Operating Executive Officer of the Company and shall have the normal dutiesall of its subsidiaries, with responsibilities, functions duties and authority of customary for such position, subject to direction by the Vice President and Chief Operating Officer. During the Employment Period, Executive Board; (ii) shall render such administrative, financial and other executive and managerial services report directly to the Company and its Subsidiaries which are consistent with Board; (iii) shall devote substantially all the Executive’s position as the Company’s board of directors (the “Board”) may from time to time direct. (b) During the Employment Period, Executive shall report to the President and Chief Executive Officer and shall devote his best efforts and his full business working time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) efforts to the business and affairs of the Company and its Subsidiaries. Executive shall perform his duties, responsibilities subsidiaries; and functions (iv) agrees to the Company observe and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s rules and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under as adopted by the Agreement, Executive shall support and implement the business and strategic plans approved Company from time to time by time. In addition, as of the CEO Date, the Company shall cause the Executive to be appointed to the Board and and, during the President and Chief Term, the Board shall propose the Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts for re-election to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by The parties acknowledge and agree that Executive’s duties, responsibilities and authority may include services for one or more subsidiaries or Affiliates of the Company. Notwithstanding anything herein to contrary, Executive shall not, without the prior written consent of the President and Chief Executive Officer, accept other employment or perform other services for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may (x) serve as a director of an director, trustee or officer or director of or otherwise participate in solely not-for-profit educational, welfare, social, religious, sporting club religious and civic organizations so long as such activities do not interfere with Executive’s employment organizations; and (y) with the Company and its Subsidiaries. (c) For a period consent of time mutually agreeable to the Executive and the President and Chief Executive OfficerBoard, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive will be headquartered in Hong Kong, China for a period of approximately three years. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of serve on the board of directors of other companies, to the extent that such other activities, either individually or other governing body arein the aggregate, do not inhibit or interfere with the performance of the Executive’s duties under this Agreement; provided that, notwithstanding the foregoing, at any time during the time Term after the second anniversary of determinationthe Effective Date, owned by the CompanyExecutive shall be entitled to serve on the board of directors of up to two other companies without the consent of the Board, directly to the extent that such service, either individually or through one in the aggregate with those activities described in subsection (x) above, does not inhibit or interfere with the performance of more Subsidiariesthe Executive’s duties under this Agreement.

Position and Duties. (a) During the Employment PeriodTerm, Executive shall serve as the Vice President and Chief Operating Executive Officer of the Company and shall have and, in the normal duties, responsibilities, functions and authority discretion of any subsidiary of the Vice President and Chief Operating Officer. During Company or of Atotech UK TopCo Limited (the Employment Period“Parent”), Executive shall render any such administrative, financial and other executive and managerial services to subsidiary of the Company or of Parent and its Subsidiaries which are consistent with Executive’s position as a member of the Company’s board of directors of the Parent (the “Board”) with such customary responsibilities, duties and authority normally associated with such positions in a company the nature and size of the Parent, the Company and their subsidiaries, as applicable (including, where applicable and without limitation, day-to-day responsibility for operating the Company and its and Parent’s subsidiaries, overseeing all operational aspects of the Company’s and its and Parent’s subsidiaries’ businesses, leading to build shareholder value and developing the management capabilities of the other executives) and such other duties as may from time to time direct. (b) be assigned by the Board consistent with Executive’s positions and authorities. During the Employment PeriodTerm, Executive shall report to the President and Chief Executive Officer and shall devote his best efforts and his full business Executive’s working time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) efforts to the business and affairs of the Company (which shall include service to its subsidiaries and its Subsidiaries. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner affiliates) and shall comply with not engage in outside business activities (including serving on outside boards or committees except that Executive may continue to serve on the Company’s Boards and its Subsidiaries’ policies committees of Cabot Microelectronics, Materion, and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and the President and Chief Executive Officer and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, Capital Guidance Corp.) without the prior written consent of the President and Chief Executive OfficerBoard, accept other employment or perform other services for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the President and Chief Executive Officer; provided that Executive may serve as a director of an officer or director of or otherwise shall be permitted to (i) manage Executive’s personal, financial and legal affairs, (ii) participate in solely educationaltrade associations and entrepreneur groups, welfareand (iii) serve on the board of directors of not-for-profit or tax-exempt charitable organizations, socialin each case, religioussubject to Sections 5, sporting club 6 and civic organizations so long as 7 and provided that such activities do not materially interfere with Executive’s employment performance of Executive’s duties and responsibilities hereunder. Executive agrees to observe and comply with the rules and policies of the Company as adopted by the Company from time to time, in each case as amended from time to time, as set forth in writing, and its Subsidiaries. as delivered or made available to Executive (c) For each, a period of time mutually agreeable “Policy”). It is agreed that a separate employment contract will be entered into in relation to the Executive Executive’s position with Atotech (Thailand) CO Ltd and the President and Chief Executive Officer, the Executive will work at the Company’s offices in Nashua, New Hampshire (or another location in the United States mutually agreeable to the Executive and the President and Chief Executive Officer). After this initial period, the Executive acknowledges and agrees that the Executive rights and obligations in respect of the Executive’s mission with Atotech (Thailand) CO Ltd will be headquartered in Hong Kong, China for a period of approximately three yearsgoverned by this separate employment contract. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.