Common use of Position and Duties Clause in Contracts

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, Employee shall report to the 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 Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant Executive shall continue to serve as Chief Financial Officer until the Bylaws of the Company, the Board of Directors of date on which the Company has elected Employee as Vice-President of the Company. (b) hires a new Chief Financial Officer to succeed him. During the Employment Period, Employee Executive shall report to the Board of Directors serve as Vice-Chairman of the Company, and shall report solely and directly to the Chief Executive Officer of Holdings. Employee's services will Executive shall have those powers and duties normally associated with the position of Vice-Chairman of entities comparable to the Company and such other powers and duties as may be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee prescribed by the Chief Executive Officer or Officer; provided, that such other powers and duties are consistent with Executive’s position as Vice-Chairman. Executive shall be provided with all the Chairman support as shall be appropriate to perform such duties of Vice-Chairman, including, but not limited to: office space, stenographic and secretarial assistance and use of the Board Company-provided airplane, all as otherwise provided in Section 5 of Directorsthis Agreement. Employee acknowledges that The Executive shall devote as much of his working time, attention and energies during normal business hours (other than absences due to illness or vacation) to satisfactorily perform his duties may vary from time to time and he further acknowledges that for the Company retains the flexibility to assign various types of duties to EmployeeCompany. Employee does In particular, but not have the authority to enter into any contracts on behalf in limitation of the Company or set salaries for any corporate employee without foregoing, following the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave date on which Executive shall commence to which Employee is entitled act as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including selfVice-employment, while t Chairman of the Company, without prior written permission from it is the Companyexpectation of the parties that Executive shall work no less than 40 hours per month, on average. Notwithstanding the foregoingabove, Employee may Executive shall be permitted to (i) manage Executive’s personal, financial and legal affairs, (ii) serve on corporate, civic or charitable boards or committees so long or on the Board of Directors of Live Nation Inc. and its committees (it being expressly understood and agreed that Executive’s continuing to serve on any such boards and/or committees on which Executive is serving, or with which Executive is otherwise associated, as such activities do of the Effective Date shall be deemed not materially to interfere with the performance by Executive of Employee's his duties and responsibilities under this Agreement), and (iii) deliver lectures or fulfill speaking engagements. During the Employment Period, for so long as Executive remains Vice-Chairman of the Company. (e) The Company , Executive shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with also serve as a member of the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses Board of the Company.

Position and Duties. (a) Pursuant During the Employment Period, Executive shall serve as the Senior Vice President, Chief Financial Officer and Treasurer of the Company and BlueLinx Holdings Inc. (“BHI”) and shall have the normal duties, responsibilities and authority of an executive serving in such position including those duties set forth on Exhibit A hereto, subject to the Bylaws power of the Company, the Board of Directors of the Company has elected Employee (the “Company Board”) and the Board of Directors of BHI (the “BHI Board”), to provide oversight and direction with respect to such duties, responsibilities and authority, either generally or in specific instances. The Executive also shall hold similar titles, offices and authority with BHI’s direct and indirect subsidiaries, as Vice-President requested by the BHI Board from time to time, subject to the oversight and direction of the Companyrespective boards of directors of such entities. (b) During the Employment Period, Employee Executive shall report devote Executive’s reasonable best efforts and Executive’s full professional time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the Board of Directors Business and affairs of the Company, BHI and their respective subsidiaries and affiliates. Employee's Executive shall perform Executive’s duties and responsibilities to the best of Executive’s abilities in a diligent, trustworthy and business-like manner. During the Employment Period, Executive shall not serve as a director or a principal of another company or any charitable or civic organization without the Company Board’s prior consent. Notwithstanding the foregoing, during the Employment Period, Executive may render charitable and civic services, so long as such charitable and civic services will be performed at the location designated by the Board of Directorsdo not materially interfere with Executive’s ability to discharge his duties hereunder. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's Executive’s duties and responsibilities for with his principal office located in the CompanyAtlanta, Georgia metropolitan area. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant During the Employment Period, Executive shall serve as the Chief Executive Officer and President of the Company and BlueLinx Holdings Inc. (“BHI”) and shall have the normal duties, responsibilities and authority of an executive serving in such position, including those duties described on Exhibit A hereto, subject to the Bylaws power of the Company, the Board of Directors of the Company has elected Employee (the “Company Board”) and the Board of Directors of BHI (the “BHI Board”), to provide oversight and direction with respect to such duties, responsibilities and authority, either generally or in specific instances. The Executive also shall hold similar titles, offices and authority with BHI’s direct and indirect subsidiaries, as Vice-President requested by the BHI Board from time to time, subject to the oversight and direction of the Companyrespective boards of directors of such entities. (b) During the Employment Period, Employee the Executive shall report be included in the management’s slate for election as a member of the BHI Board. Subject, as required, to reelection by BHI’s stockholders, Executive shall serve as a member of the BHI Board with no additional remuneration payable to Executive for that service. Upon the Date of Directors Termination, Executive shall, at the BHI Board’s request, resign from the Company Board, the BHI Board and any other board or committee of the Company. Employee's services will be performed at the location designated by the Board , BHI or any of Directorstheir respective subsidiaries or affiliates. (c) The duties During the Employment Period, Executive shall devote Executive’s reasonable best efforts and Executive’s full professional time and attention (except for permitted vacation periods and reasonable periods of Employee shall be those assigned illness or other incapacity) to Employee by the Chief Executive Officer or the Chairman business and affairs of the Board Company, BHI and their respective subsidiaries and affiliates. Executive shall perform Executive’s duties and responsibilities to the best of DirectorsExecutive’s abilities in a diligent, trustworthy and business-like manner. Employee acknowledges that During the Employment Period, Executive shall not serve as a director or a principal of another company or any charitable or civic organization without the Company Board’s prior consent. Notwithstanding the foregoing, during the Employment Period, Executive may render charitable and civic services so long as such services do not materially interfere with Executive’s ability to discharge his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directorshereunder. (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 full business time to his responsibilities as described herein and Executive shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's Executive’s duties and responsibilities for with his principal office located in the CompanyAtlanta, Georgia metropolitan area. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant The Corporation ▇▇▇▇▇▇ agrees to employ the Bylaws of Executive as Chief Executive Officer, and the CompanyExecutive hereby accepts such position and agrees to serve the Corporation in such capacity during the Term, as defined in Section 3 hereof. The Executive shall be based in Toronto, Ontario, Canada and have such duties and responsibilities as are consistent with the Executive’s position as set forth herein and as may be assigned by the Board of Directors of the Company has elected Employee as Vice-President Corporation (the “Board” or “Reporting Manager”) from time to time in accordance with the terms hereof. The Executive shall be subject to, and shall act in accordance with, all reasonable instructions and directions of the CompanyBoard and all policies and rules of the Corporation applicable to executive officers. (b) During the Employment PeriodTerm, Employee shall report to the 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 Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding 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 the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee agrees that during the Employment Period he Executive shall devote his full business time working time, energy and attention to the performance of his duties and responsibilities as described herein hereunder and shall perform such responsibilities faithfully diligently endeavor to promote the business and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t interests of the Company, without prior written permission from the CompanyCorporation. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do to the extent that it does not materially interfere with the performance of Employee's Executive’s duties hereunder or conflict with the Corporation’s interests, Executive may (i) with the prior consent of the Board, serve on the board of directors or equivalent body of up to one other company that is not a competitor of the Corporation; (ii) serve on the boards of directors or equivalent bodies of trade associations and/or charitable organizations; (iii) engage in charitable activities and responsibilities for community affairs; and (iv) manage his personal, financial, and legal affairs. It is understood and agreed that the CompanyExecutive can continue to serve on the Board of TD Bank. (ec) The Company As Chief Executive Officer, the Executive shall reimburse Employee for reasonable travel, lodging, entertainment perform such duties and other business expenses incurred exercise such powers pertaining to the management and operation of the Corporation and any subsidiaries and Affiliates of the Corporation as may be determined from time to time by him in connection the Board consistent with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses office of the CompanyExecutive.

Position and Duties. (a) Pursuant During the Employment Period, Executive shall serve as the Chief Executive Officer and President of the Company and shall have the customary duties, responsibilities, functions and authority as are commensurate with such position, subject to the Bylaws customary oversight and direction of the board of managers (the “Board”) of Holdings. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position as the Board may from time to time direct. During the Employment Period, but only while Executive serves as Chief Executive Officer of the Company, Executive shall be appointed to serve on the Board board of Directors directors of the Company has elected Employee as Vice-President and the Board. The Executive shall be covered by the directors’ and officers’ liability insurance policy maintained by the Company on a basis no less favorable than the directors and senior executive officers of the Company. (b) During the Employment Period, Employee Executive shall report solely and directly to the Board and shall devote his reasonable best efforts and full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and any of its Subsidiaries. All executive officers of the Company shall report to Executive. Executive shall perform his duties, responsibilities and functions for the Company and any of 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. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise be employed by or perform services for, any other person or entity without the prior written consent of the Board; provided that Executive (x) may continue to serve as a director of the Solar Energy Industries Association and (y) may serve as an officer or director of, or otherwise participate in, solely educational, welfare, social, religious and civic organizations, and shall inform the Board of Directors such participation. Executive may also serve on a for-profit board of directors with the prior written approval of the Company. Employee's services will be performed at the location designated by the Board of DirectorsBoard. (c) The duties For purposes of Employee this Agreement, “Subsidiaries” or “Subsidiary” shall be those assigned mean any corporation or other entity of which the securities or other ownership interests having the voting power to Employee by the Chief Executive Officer or the Chairman elect a majority of the Board board of Directors. Employee acknowledges that his duties may vary from directors or other governing body are, at the time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereofdetermination, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of owned by the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic directly or charitable boards or committees so long as such activities do not materially interfere with the performance through one of Employee's duties and responsibilities for the Companymore Subsidiaries. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (bi) During the Employment Period, Employee the Executive shall serve the Company as the chief executive officer of PNABO, with such duties and responsibilities as are consistent with such position, and shall report directly and exclusively to the Chief Executive Officer of the Company, provided that the Executive shall report to the Board from time to time as the Board may request. The Chief Executive Officer of Directors the Company shall approve all the Executive’s organization design decisions and the appointment of all executives who directly report to the Executive. Any changes to compensation and benefits arrangements covering any employees of PNABO shall be subject to approval by the Board or the appropriate officer of the Company. Employee's services will be performed at The Executive’s responsibilities shall include active participation in all senior executive team meetings and functions of the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee Company, as directed by the Chief Executive Officer or the Chairman of the Board of DirectorsCompany. Employee acknowledges The Executive shall also serve on a bottling operations advisory board that his duties may vary from time will be established to time guide the integration activities for the PAS and he further acknowledges that PBG businesses through at least 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 first anniversary of the Company or set salaries for any corporate employee without Effective Date and that will be headed by the prior approval Chief Executive Officer of the Board of DirectorsCompany. This advisory committee will meet at least every eight weeks for at least two hours per meeting. (dii) Excluding During the Employment Period, and excluding any periods of vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee the Executive agrees that during the Employment Period he shall to devote substantially all of his full business attention and time to his the business and affairs of the Company and its affiliated companies and, to the extent necessary to discharge the duties and responsibilities as described herein and shall assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform such responsibilities faithfully and efficiently such duties and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Companyresponsibilities. Notwithstanding the foregoing, Employee Executive may serve on corporate, civic or civic, industry and charitable boards or committees so long as and manage his personal investments and affairs; provided that such activities activities, either individually or collectively, do not materially interfere with the performance of Employee's his duties and responsibilities for hereunder; and, provided, further, that the Executive’s service on any corporate, civic, industry or charitable boards or committees other than those on which the Executive currently serves, which are set forth on Exhibit A, shall be subject to the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with ’s prior approval pursuant to the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer policy applicable to ensure that such expenses constitute ordinary and necessary business expenses senior executives of the Company.

Position and Duties. (a) Pursuant During the Employment Term, the Employee shall serve as Chief Executive Officer and President. The Employee shall have such duties, functions, responsibilities, and authority as are from time to time delegated to the Bylaws of the Company, Employee by the Board of Directors of the Company has elected Employee as Vice-(the “Board”) or are otherwise consistent with the duties, responsibilities and authority of the executive office held by the Employee; provided that with respect to any specifically delegated duties, functions, responsibilities and authority, such duties, functions, responsibilities, and authority are reasonable and customary for a person serving in the office/position of a public company comparable to the Company. The Chief Executive Officer and President shall report and be accountable to the Board of Directors of the Company. (b) During the Employment PeriodTerm, the Employee shall report will: (i) devote substantially all of his time during normal business hours to the Board of Directors business of the Company. Employee's services will be performed at , fulfill his duties and obligations under this Agreement and use his best efforts, judgment and energy to perform, improve and advance the location designated business and interests of the Company in a manner consistent with the duties of his position; provided however that Employee is not prevented from serving as a member of the board of directors of a corporation if the Company determines that such membership is not adverse to its interests; (ii) not engage in any business activities that are directly or indirectly competitive with any business conducted by the Board Company or any of Directorsits subsidiaries or affiliates; (iii) observe and carry out such reasonable rules, regulations, policies, directions and restrictions as may be established from time to time by the Board, including but not limited to, the standard policies and procedures of the Company as in effect from time to time; and (iv) do such traveling as may be required in connection with the performance of such duties and responsibilities. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time this Agreement contains a non-disclosure of proprietary information and non-competition provisions, and the Employee agrees to time comply with these provisions. The Employee understands that entering into and he further acknowledges that complying with these provisions is a condition to the Employee’s continued employment with the Company retains and that failure to comply with the flexibility to assign various types terms 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 Directorsthese provisions may result in immediate termination from employment. (d) Excluding periods of vacation and sick leave to which In connection with the Employee’s employment by the Company under this Agreement, the Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during shall be based at the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t principal executive offices of the CompanyCompany in San Antonio, without prior written permission from Texas, except for such reasonable travel as the Companyperformance of the Employee’s duties in the business of the Company may require. Notwithstanding the foregoing, Employee the Board may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with in its reasonable discretion determine to relocate the performance principal offices of Employee's duties and responsibilities the Company for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and any necessary business expenses purpose and doing so shall not be a breach of the Companythis Agreement.

Position and Duties. (a) Pursuant During the Employment Period, Executive shall serve as the Chief Executive Officer of the Company and shall have the normal duties, responsibilities, functions and authority of the Chief Executive Officer, subject to the Bylaws power and authority of the Company, the Board of Directors of the Company has elected Employee as Vice-President (the “Board”) to expand or limit such duties, responsibilities, functions and authority within the scope of duties, responsibilities, functions and authority associated with the position of Chief Executive Officer and to overrule actions of officers of the Company. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position as the Board may from time to time direct. (b) During the Employment Period, Employee Executive shall report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of Directors 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 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 Board, accept other employment or perform other services for compensation or sit on more than the two company board of directors that he currently sits on (only one Directorship would be preferable), excluding KEMET Corporation, and not sit on more than two board of directors of a not-for-profit charitable organization. (This restriction does not apply to the board of directors of a majority or wholly owned subsidiary of the Company. Employee's services will be performed at the location designated by the Board of Directors). (c) The duties For purposes of Employee this Agreement, “Subsidiaries” shall be those assigned mean any corporation or other entity of which the securities or other ownership interests having the voting power to Employee by the Chief Executive Officer or the Chairman elect a majority of the Board board of Directors. Employee acknowledges that his duties may vary from directors or other governing body are, at the time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereofdetermination, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of owned by the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic directly or charitable boards through one or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Companymore Subsidiaries. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant UniCapital and the Company hereby employ Employee as the President and Chief Executive Officer of each of the Company and the "Big Ticket Leasing Division" of UniCapital. As such, Employee shall have responsibilities, duties and authority reasonably accorded to and expected of the President and Chief Executive Officer of the Company and the Big Ticket Leasing Division and will report directly to the Bylaws of the Company, Chief Executive Officer and the Board of Directors (the "Board") of UniCapital. For purposes of this Agreement only (and specifically not for any purpose under the Purchase Agreement, including Section 2.5 of the Company has elected Employee as Vice-President Purchase Agreement), the term "Big Ticket Leasing Division" means the subsidiaries or other business units of UniCapital that conduct the Company. (b) During the Employment Periodbusiness of leasing and financing of airplanes, Employee shall report to the 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 Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges boats, satellites, railroads, and other assets that his duties may vary are defined from time to time and he further acknowledges that by the Company retains the flexibility to assign various types of duties to EmployeeBoard as appropriate for inclusion in its Big Ticket Leasing Division. Employee does not have hereby accepts this employment upon the authority terms and conditions herein contained and agrees to enter into any contracts on behalf devote all of his professional time, attention, and efforts to promote and further the business of the Company or set salaries for and the Big Ticket Leasing Division, provided, however, that Employee shall be permitted to devote 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 full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and necessary to the best activities identified on Exhibit A hereto. The Employee shall be permitted, to the extent that such activities do not interfere with or detract from the Employee's performance of his abilities. Employee will not work as an employee of any other personduties and responsibilities hereunder, businessto (i) manage the Employee's personal, or entityfinancial and legal affairs, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may and (ii) serve on corporate, civic or charitable boards or committees so long as unless the Board or Chief Executive Officer of UniCapital reasonably determines that such activities do service in any instance would be inimical to or otherwise not materially interfere with in the best interests of the Companies. In furtherance of the performance of his duties hereunder, but not in limitation of the Employee's duties reasonability to perform such duties, the Employee shall be provided with reasonable administrative and responsibilities technical support consistent with his position and with the Companies' ordinary practices for the Company. (e) The Company assignment of personnel. Employee shall reimburse Employee for reasonable travelfaithfully adhere to, lodging, entertainment and other business expenses incurred by him in connection with the Company's businessexecute, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed fulfill all policies established by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the CompanyCompanies.

Position and Duties. (a) Pursuant to During the Bylaws Employment Period, Executive shall serve as Executive Vice President and Chief Financial Officer of the Company. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its affiliates (the “Company Group”) as are consistent with Executive’s position and the by-laws of the Company and as the Chief Executive Officer (“CEO”) may from time to time reasonably direct. Executive shall also serve for no additional compensation or remuneration as an officer or director of such subsidiaries of the Company as may from time to time be designated by the CEO or the Board of Directors of the Company has elected Employee as Vice-President of (the Company“Board”). (b) During the Employment Period, Employee Executive shall report to the Board CEO and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of Directors illness or other incapacity) to the business and affairs of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee Executive shall be those assigned perform his duties, responsibilities and functions to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and hereunder to the best of his abilitiesabilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s policies and procedures in all material respects. Employee will In performing his duties and exercising his authority under this Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and shall support and cooperate with the Company’s efforts to operate in conformity with the business and strategic plans approved by the Board. During the Employment Period, Executive shall not work serve as an employee of officer or director of, or otherwise perform services for compensation for, any other person, business, or entity, including self-employment, while t entity without the prior written consent of the Company, without prior written permission from the CompanyBoard which shall not be unreasonably withheld. Notwithstanding the foregoing, Employee Executive may serve on corporateas an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic or charitable boards or committees organizations so long as such activities do not materially interfere with the Executive’s regular performance of Employee's duties and responsibilities for the Company. hereunder in any material respect. Nothing contained herein shall preclude Executive from (ei) The Company 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 reimburse Employee for reasonable travelnot have any ownership interest (of record or beneficial) in any firm, lodgingcorporation, entertainment and partnership, proprietorship or other business expenses incurred by him in connection that competes directly with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests ’s ▇▇▇▇▇▇▇-Tropsch business except for reimbursement (x) an investment of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses not more than 1.0% of the Companyoutstanding securities of a company traded on a public securities exchange or (y) investments made through public mutual funds.

Position and Duties. (a) Pursuant Executive shall be employed as Vice President and General Counsel. In such capacity, Executive, subject to the Bylaws ultimate control and direction of the CompanyChief Executive Officer of Employer, shall have such duties, functions, responsibilities, and authority as are from time to time delegated to Executive by the Chief Executive Officer of Employer; provided, however, that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving in the same or similar capacity of an enterprise comparable to Employer, and provided further, however, that Executive shall not be directed by the Chief Executive Officer or Board of Directors to take any action that would reasonably require Executive to withdraw from representation of the Company (other than a withdrawal due to an actual or potential conflict of interest) or that could reasonably be expected to result in sanctions under the Texas Disciplinary Rules of Professional Conduct to the extent that such direction is provided or continues to be provided after Executive has elected Employee as Vice-President notified the chairman of the Company.Board in writing that the contemplated actions would require withdrawal and/or could reasonably be expected to result in sanctions (b) During the Employment PeriodTerm, Employee Executive shall report devote his full time, skill, and attention and his best efforts to the Board business and affairs of Directors Employer to the extent necessary to discharge fully, faithfully, and efficiently the duties and responsibilities delegated and assigned to Executive in or pursuant to this Agreement, except for usual, ordinary, and customary periods of the Company. Employee's services will be performed at the location designated by the Board of Directorsvacation and absence due to illness or other disability. (c) The duties of Employee In connection with Executive’s employment under this Agreement, Executive shall be those assigned to Employee by based in Houston, Texas, or at any other place where the Chief principal executive offices of Employer may be located during the Employment Term. Executive Officer or also will engage in such travel as the Chairman performance of Executive’s duties in the Board business of Directors. Employee acknowledges that his duties Employer may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directorsrequire. (d) Excluding periods All services that Executive may render to Employer or any of vacation and sick leave to which Employee is entitled as set forth its Affiliates in Section 3(d) hereof, Employee agrees that any capacity during the Employment Period he Term shall devote his full business time be deemed to his responsibilities as described herein be services required by this Agreement and shall perform the consideration for such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities services is that provided for the Companyin this Agreement. (e) The Company shall reimburse Employee for reasonable travelExecutive hereby acknowledges that he has read and is familiar with Employer’s policies, lodging, entertainment including but not limited to those regarding business ethics and other business expenses incurred by him in connection with the Company's businessconduct and securities trading, and Employee shall keep will comply with all such receipts policies, and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by any amendments thereto, during the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the CompanyEmployment Term.

Position and Duties. (a) Pursuant During the Employment Period, Executive shall serve as the Chief Executive Officer (“CEO”) of the Corporation and/or an executive of any subsidiary of the Corporation as may be designated by the Corporation and agreed upon by Executive from time to time (such subsidiaries, collectively, the “Group Companies” and, each and any of them, a “Group Company”) and shall have the normal duties, responsibilities and authority of an executive serving in such position subject to the Bylaws terms and conditions of the CompanyStockholders’ Agreement, the Bylaws, and the work rules and internal policies established by the Board, in good faith, from time to time. For so long as Executive holds the position of CEO, the Corporation shall use its good faith efforts to nominate Executive for election and re-election to the Board and to procure his election thereto at any applicable meeting of Directors shareholders held for the purpose of electing directors, and Executive agrees to serve on the Company has elected Employee Board. Executive agrees that, unless specifically addressed in writing by the Corporation’s parent entity, Executive’s separation from employment or termination as Vice-President of the CompanyCorporation’s CEO shall constitute his immediate and automatic resignation from the Board. (b) During the Employment Period, Employee Executive shall report solely to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of DirectorsBoard. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during During the Employment Period he Period, Executive shall devote his all of Executive’s reasonable best efforts and Executive’s full business time to his responsibilities as described herein and shall perform such responsibilities faithfully attention (except for permitted paid time off periods and efficiently and reasonable periods of illness or other incapacity) to the best of Business; provided, however, that Executive may (i) engage in charitable and civic activities, (ii) manage his abilities. Employee will not work as an employee of any other personpersonal and/or family finances and/or investments, business, or entity, including self-employment, while t and (iii) subject to the consent of the CompanyBoard, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporateany board of directors for other public or private companies, civic or charitable boards or committees in each case so long as such activities do not compete with the Business, create any conflict with the interest of any Group Company or materially interfere interfere, individually or in the aggregate, with the performance of Employee's his duties hereunder. (d) Executive shall perform Executive’s duties and responsibilities for to the Companybest of Executive’s abilities in a diligent, trustworthy, businesslike and efficient manner. (e) The Company During the Employment Period, Executive shall reimburse Employee for reasonable travelperform Executive’s duties and responsibilities principally at the Corporation’s headquarters in Denver, lodgingColorado area; provided, entertainment and other business expenses incurred by him however, that Executive acknowledges that he may from time to time be required to engage in travel in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement performance of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Companyhis duties hereunder.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (bi) During the Employment Period, Employee the Executive shall report to serve as President of Sunstone and the Operating Partnership and shall perform such employment duties as are usual and customary for such positions and such other duties as the Board of Directors of Sunstone (the Company“Board”) shall from time to time reasonably assign to the Executive. Employee's services No sooner than January 1, 2009, and no later than July 1, 2009, and subject to the terms and conditions of this Agreement, Executive will be performed at appointed to serve as Chief Executive Officer of Sunstone and the location designated Operating Partnership. The date of such appointment will be determined by the Board. Subject to any required stockholder vote, the Executive shall also serve as a member of the Board during the Employment Period. Prior to the Executive’s appointment as Chief Executive Officer of Directors. (c) The duties of Employee Sunstone and the Operating Partnership, the Executive shall be those assigned report directly to Employee by the Chief Executive Officer or of Sunstone and the Chairman Operating Partnership. Following the Executive’s appointment as Chief Executive Officer of Sunstone and the Board of Directors. Employee acknowledges that his duties may vary from time Operating Partnership, the Executive shall report directly to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of DirectorsBoard. (dii) Excluding During the Employment Period, and excluding any periods of vacation and sick leave to which Employee the Executive is entitled as set forth entitled, the Executive agrees to devote substantially all of his business time, energy, skill and best efforts to the performance of his duties hereunder in Section 3(d) hereof, Employee agrees a manner that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities will faithfully and efficiently diligently further the business and to the best interests of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may during the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees consistent with the Company’s conflicts of interests policies and corporate governance guidelines in effect from time to time, (B) deliver lectures or fulfill speaking engagements or (C) manage his personal investments, so long as such activities do not materially interfere with the performance of Employee's duties and the Executive’s responsibilities for as an executive officer of the Company. 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 and fully disclosed in writing and agreed to by the Company in writing, the continued conduct of such activities subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, however, that no such activity shall be permitted that violates any written non-competition agreement between the parties or prevents the Executive from devoting substantially all of his business time to the fulfillment of his duties hereunder. (eiii) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other Executive agrees that he will not take personal advantage of any business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed opportunity that arises during his employment by the Chief Company and which may be of benefit to the Company unless all material facts regarding such opportunity are promptly reported by the Executive Officer to ensure that such expenses constitute ordinary the Board for consideration by the Company and necessary business expenses the disinterested members of the CompanyBoard determine to reject the opportunity and to authorize the Executive’s participation therein.

Position and Duties. (a) Pursuant to During the Bylaws Employment Term (as defined in Section 2 hereof), the Executive shall serve as the Chief Executive Officer of the Company. In this capacity, the Executive shall have the duties, authorities and functions commensurate with the duties, authorities and functions of persons holding such titles in similarly-sized companies. The Executive’s principal place of employment with the Company shall be in New York, New York, provided that the Executive understands and agrees that the Executive may be required to travel from time to time for business purposes. The Executive shall report directly to the Board of Directors (the “Board”) of PubCo. The Executive shall continue to serve on the Board as of the Effective Date and the Company has elected Employee as Vice-President shall use its reasonable best efforts to nominate the Executive for election to the Board at each annual meeting of PubCo’s stockholders during the CompanyEmployment Term; provided that the foregoing shall not be required to the extent prohibited by legal or regulatory requirements. (b) During the Employment PeriodTerm, Employee the Executive shall report devote such necessary business time, energy, business judgment, knowledge and skill and the Executive’s best efforts to the Board of Directors performance of the Executive’s duties with 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 Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges , provided that the Company retains foregoing shall not prevent the flexibility to assign various types Executive from (i) serving on the boards of duties to Employee. Employee does not have the authority to enter into any contracts on behalf directors of the Company or set salaries for any corporate employee without non-profit organizations and, with the prior written approval of the Board Board, other for profit companies, (ii) participating in charitable, civic, educational, professional, community or industry activities, (iii) managing the Executive’s personal investments, (iv) pursuing, investing in, acquiring, or otherwise participating in any Declined Opportunity or Outside Opportunity in accordance with Section 26 of Directors. this Agreement and (dv) Excluding periods of vacation and sick leave to which Employee is entitled providing services or investments as set forth in Section 3(don Exhibit A (collectively, the “Permitted Activities”) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities in the aggregate do not materially interfere with the performance of Employee's Executive’s duties and responsibilities hereunder or, other than for the Companya Declined Opportunity, create a business or fiduciary conflict. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant During the Employment Period, Executive shall serve as President and Chief Executive Officer of BHI and the Company and shall have the normal duties, responsibilities, and authority of an executive serving in such position, subject to the Bylaws power of the Board of Directors of BHI to provide oversight and direction with respect to such duties, responsibilities, and authority, either generally or in specific instances. (b) The Board of Directors of BHI shall take such action as may be necessary to appoint or elect Executive as a member of the Board of Directors of BHI and the Company as of the Effective Date. Thereafter, during Executive’s employment with the Company, the Board of Directors of BHI shall nominate Executive for re-election as a member of the Board of Directors of BHI and the Company has elected Employee at the expiration of Executive’s then-current term. Executive shall serve as Vice-President a member of the CompanyBoard of Directors of BHI and the Company and as an officer and director of any of BHI’s other subsidiaries without any compensation in addition to the compensation provided for in this Agreement. (bc) During the Employment Period, Employee Executive shall devote Executive’s reasonable best efforts and Executive’s full professional time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of BHI and the Company and their respective subsidiaries and affiliates. Executive shall perform Executive’s duties and responsibilities to the best of Executive’s abilities in a diligent, trustworthy and business-like manner. However, Executive may become a member of the board of directors of any other non-profit corporations, so long as doing so, in each instance, does not create a conflict of interest or interfere with Executive’s ability to execute Executive’s responsibilities hereunder. (d) Executive shall principally perform Executive’s duties and responsibilities from the Company’s headquarter office as located on the Effective Date in the Atlanta, Georgia metropolitan area (the “Principal Office”), provided that Executive may be required to travel on Company business and Executive may, on a reasonable basis or at the direction of the Company, work remotely. (e) Executive, as the Chief Executive Officer of BHI, shall report to the Board of Directors of BHI and all other officers and employees of BHI and the rest of the Company Group shall report directly or indirectly to Executive; provided, however, consistent with such reporting relationships, certain of the Company. Employee's services will be performed at ’s employees, to the location designated extent required by applicable law or regulation or to the extent required by professional responsibility, nevertheless may provide information directly to the Board of Directors. (c) The duties Directors of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time both BHI and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (ai) Pursuant to During the Bylaws Employment Period, Rev Ops shall employ Executive, and Executive shall serve as Chief Executive Officer of the Company, . Executive shall perform such duties as are usual and customary for such positions and such other duties as the Board of Directors of the Company has elected Employee (the “Board”) shall from time to time reasonably assign to Executive in each case without additional compensation. Executive shall report directly to the Board. The Company and its direct and indirect subsidiaries are referred to herein as Vice-President the “Company Group.” (ii) During the Employment Period and so long as (A) Executive is actively serving in the capacity as Chief Executive Officer in good standing and (B) LS Power Development, LLC, together with its affiliates, owns directly or indirectly in excess of fifty percent (50%) of the common stock of the Company or its successor, the Company will cause the Board to nominate Executive to serve as a member of the Board. (iii) Executive’s principal place of employment will be the Company’s offices located in New York, New York; provided, however, Executive acknowledges that Executive shall travel as required by Executive’s duties in his role as Chief Executive Officer or as a director of the Company. (biv) During the Employment Period, Employee shall report Executive agrees to devote all of his business time, energy, skill and best efforts to the Board performance 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 Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time duties, responsibilities and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into functions for any contracts on behalf member 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 full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and Group to the best of his abilities. Employee will not work as an employee of any other personExecutive’s abilities in a diligent, businesstrustworthy, or entitylegal, including self-employment, while t of the Company, without prior written permission professional and efficient manner and shall comply in all material respects with all Company Group policies and procedures in effect from the Companytime to time. Notwithstanding the foregoing, Employee during the Employment Period it shall not be a violation of this Agreement for Executive to manage his personal investments, so long as such activities do not interfere with the performance of Executive’s responsibilities to the Company or any other member of the Company Group or otherwise violate any obligation that Executive has to any member of the Company Group including pursuant to the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy as in effect from time to time. With the Board’s prior written consent, and subject to any terms and conditions imposed by the Board in connection with such consent, Executive may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere consistent with the performance Company’s conflicts of Employee's interests policies and corporate governance guidelines as in effect from time to time. (v) Executive agrees that he will not take personal advantage of any business opportunity that arises during his employment by any member of the Company Group and that could be of benefit to any member of the Company Group. In accordance with the Company’s policies and procedures in effect from time to time, Executive shall submit to the Board all business, commercial and investment opportunities, and all offers presented to Executive or of which Executive becomes aware at any time during the Employment Period, which relate to the business of the Company Group as it is conducted during the Employment Period (“Corporate Opportunities”). Unless approved by the Board, Executive shall not accept or pursue, directly or indirectly, any Corporate Opportunities on Executive’s own behalf. (vi) During the Employment Period and thereafter, Executive shall reasonably cooperate with any member of the Company Group in and with respect to any internal investigation, any administrative, regulatory, governmental, or judicial investigation, audit, or proceeding or any dispute with a third party as reasonably requested by the Company (including, but not limited to Executive being available to the Company for interviews and factual investigations, appearing at the Company’s request to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into Executive’s possession, custody or control). (vii) In entering into this Agreement, Executive expressly represents that he is not the subject of, or a party to, any non-competition or non-solicitation agreement, or any other agreement, obligation, restriction or understanding that would prohibit Executive from executing this Agreement or fully performing each of Executive’s duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travelhereunder, lodgingor would in any manner, entertainment and other business expenses incurred by him in connection with the Company's businessdirectly or indirectly, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses limit or affect any of the Companyduties and responsibilities that may now or in the future be assigned to Executive hereunder.

Position and Duties. (a) Pursuant to During the Bylaws first two (2) years of the Initial Period, the Executive shall serve as President and Chief Executive Officer of the Company and thereafter, until the end of the Employment Period, the Executive shall serve as Chairman of the Board of Directors, President and Chief Executive Officer of the Company; in each case with such duties and responsibilities as are customarily assigned to such positions, and such other duties and responsibilities not inconsistent therewith as may from time to time be assigned to him by the Board of Directors of the Company has elected Employee (the "Board"). The Executive also shall continue to serve as Vice-President a member of the CompanyBoard following the Effective Time, and the Board shall propose the Executive for re-election to the Board throughout the Employment Period. (b) In addition to the responsibilities designated in paragraph (a) of Section 2 above, during the three-year period following the Effective Time, the Executive shall be entitled to serve as the Chief Executive Officer of each entity which during such period is a subsidiary of the Company and the Company shall cause the Executive to be appointed or elected as the Chief Executive Officer of each such subsidiary. In his capacity as the Chief Executive Officer of said subsidiaries, the Executive shall have such duties and responsibilities as are customarily assigned to such position, and such other duties and responsibilities not inconsistent therewith as may from time to time be assigned to him by the Board of Directors of each such subsidiary. During the Employment Period, the Executive also shall serve as a member of the Board of Directors of each of the Company's subsidiaries and the Company shall cause the Executive to be appointed, elected or re-elected as such a director. (c) During the Employment Period, Employee shall report to the 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 Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding 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 the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee agrees that during the Employment Period he Executive shall devote his full reasonable attention and time during normal business time hours to his the business and affairs of the Company and its affiliates and, to the extent necessary to discharge the responsibilities as described herein and shall perform assigned to the Executive under this Agreement, use the Executive's reasonable best efforts to carry out such responsibilities faithfully and efficiently and to the best of his abilitiesefficiently. Employee will It shall not work as an employee of any other person, business, or entity, including self-employment, while t be considered a violation of the Company, without prior written permission from foregoing for the Company. Notwithstanding the foregoing, Employee may Executive to serve on corporate, industry, civic or charitable boards or committees committees, so long as such activities do not materially significantly interfere with the performance of Employeethe Executive's duties responsibilities as an employee of the Company and responsibilities for the Companyits affiliates in accordance with this Agreement. (ed) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses headquarters shall be reviewed by located in Madison, Wisconsin and the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses shall reside in the general area of Madison, Wisconsin. During the CompanyEmployment Period, the Company also will provide the Executive with a furnished apartment in the Cedar Rapids, Iowa area.

Position and Duties. (ai) Pursuant During the Employment Period, the Executive shall serve the Company as its Vice-Chairman and Chief Executive Officer and shall perform customary and appropriate duties as may be reasonably assigned to the Bylaws Executive from time to time by the Executive Chairman of the Company, the Board of Directors of the Company has elected Employee (the “Board”), and shall provide services to the Company, the Partnership, and Glimcher LP. The Executive shall have such responsibilities, power and authority as Vice-President those normally associated with such position in public companies of a similar stature. The Executive shall report solely and directly to the Executive Chairman of the CompanyBoard. The Executive shall perform his services at the offices of the Company in the Columbus, Ohio metropolitan area and shall travel for business purposes to the extent reasonably necessary or appropriate in the performance of such services. During the Employment Period, the Executive shall, without compensation other than that herein provided, also serve and continue to serve, if and when elected and re-elected, as a member of the Board; provided that the Executive shall be appointed as a member of the Board effective as of the Effective Date. (bii) During the Employment Period, Employee shall report to the 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 Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding 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(dthe Executive may be entitled, the Executive agrees to devote substantially all of his attention and time during normal business hours to the business and affairs of the Company and its affiliates (including, without limitation, the Partnership) hereofand, Employee agrees that during to the Employment Period he shall devote his full business time extent necessary to his discharge the responsibilities as described herein and shall assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform such responsibilities faithfully and efficiently and such responsibilities. During the Employment Period, it shall not be a violation of this Agreement for the Executive to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporatecorporate (if approved by the Board, such approval not to be unreasonably withheld), civic or charitable boards or committees committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and manage personal investments, so long as such activities do not materially interfere with the performance of Employee's duties the Executive’s responsibilities in accordance with this Agreement and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection Executive complies with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses applicable provisions of the Company’s code of business conduct and ethics which are in effect from time to time and which have been provided to the Executive in writing.

Position and Duties. (a) Pursuant to During the Bylaws Term, the Executive shall serve as Executive Chairman of the Company and as Chairman and as a member the Company, the 's Board of Directors (the "Board"), in each case with such duties and responsibilities as are customarily assigned to these positions, and such other duties and responsibilities not inconsistent therewith as may from time to time be assigned to him by the Board. During the Term, the Executive shall report to the Board. During the Term, the Chief Executive Officer of the Company has elected Employee as Vice-President and the Discovery Research, Venture Investing, Public Policy, Public Relations, Corporate Strategy, Portfolio Management and Strategic Initiatives functions of the CompanyCompany shall report, directly or indirectly, to the Executive. During the Term, the Company shall cause the Executive to be included in the slate of persons nominated to serve as members of the Board and shall use its best efforts (including, without limitation, the solicitation of proxies) to have the Executive elected and reelected to the Board. (b) During the Employment PeriodTerm, Employee shall report to the 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 Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding 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 the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee agrees that during the Employment Period he Executive shall devote his full business attention and time to his responsibilities as described herein the business and affairs of the Company and shall perform such use all reasonable efforts to carry out his responsibilities faithfully and efficiently and efficiently. However, the Executive may, subject to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t prior approval of the CompanyBoard, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporateup to three for-profit corporate boards and such industry, civic or charitable boards or committees as Executive may determine, so long as such these activities do not materially interfere with the performance of Employeethe Executive's duties and responsibilities for to the Company. For purposes of the immediately preceding sentence, Executive's service on the Boards of Illumina, Inc. and California Healthcare Institute shall be deemed approved by the Board as of the Effective Time. (ec) The Company During the Term, the Executive shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with be based at the Company's businessSan Diego Center of Excellence in the San Diego, and Employee shall keep such receipts and maintain such records as California metropolitan area, except for travel reasonably required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses performance of the CompanyExecutive's duties hereunder.

Position and Duties. (a) Pursuant The Executive shall serve in the capacity or capacities and have the duties of the President and Chief Executive Officer of Envirogen, as such duties are set forth in the bylaws of Envirogen, and shall report to, be accountable to and subject to the Bylaws of the Companysupervision of, and shall also have such other powers, duties and responsibilities as may from time to time be prescribed by, the Board of Directors of Envirogen, provided that such other duties and responsibilities are not inconsistent with the Company has elected Employee Executive's position and those duties set forth herein and in the bylaws of Envirogen. The Executive shall also serve as Vice-President Chairman of the Company. (b) During the Employment Period, Employee Envirogen so long as he shall report to be a member of the Board of Directors of the CompanyEnvirogen. Employee's services will Envirogen shall use its reasonable efforts to cause Executive to be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman elected a member of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that Directors during the Company retains period this Agreement is in effect, but the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf failure of the Company or set salaries for any corporate employee without stockholders of Envirogen to elect the prior approval Executive a member of the Board of Directors. (d) Excluding periods Directors 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 Envirogen shall devote his full business time to his responsibilities as described herein and not constitute a breach of this Agreement by Envirogen. The Executive shall perform such responsibilities faithfully and efficiently discharge, faithfully, diligently and to the best of his abilitiesability, such duties and responsibilities. Employee The Executive shall not accept a position on the Board of Directors of any company other than Envirogen or a subsidiary thereof without the prior consent of the Board of Directors of Envirogen; provided that Executive may continue to serve on the boards of (i) Nexcycle, Inc., United States Filter Corporation, and ATMI, Inc. throughout his term of employment and (ii) Transition Systems, Inc. and Health Vision through the expiration of his current term as a Director at such companies. Subject to the time devoted to the foregoing companies, the Executive shall devote substantially all his working time and efforts to the business and affairs of Envirogen and its subsidiaries and affiliates. The Executive represents to Envirogen that on the date hereof he is not party to any agreement which conflicts with his obligations hereunder and that he will not work as an employee of become party to any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Companyagreement. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, Employee : (i) The Executive shall report to be employed as the Chairman of the Board and Chief Executive Officer of Directors the Company and shall be responsible for the general management of the affairs of the Company. EmployeeThe Executive, in carrying out his duties under this Agreement, shall report only to the Board. The Executive's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held by, exercised by or assigned to the Executive at the Effective Date. The Executive's services will shall be performed at the location designated where the Executive was employed immediately preceding the Effective Date or any office which is the headquarters of the Company and is less than 50 miles from such location. It is hereby agreed and understood that the Executive may be required by the Board Company to move his business office (within the 50-mile limit set forth above) but not his principle place of Directorsresidence. In the event that the Company requires the Executive to move his main office outside of Harr▇▇ ▇▇▇nty, the Company shall provide, at no expense to the Executive, an apartment or townhome in the new location which is commensurate with the Executive's standard of living. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (dii) Excluding any periods of vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee the Executive agrees that to devote reasonable attention and time during normal business hours to the Employment Period he shall devote his full business time and affairs of the Company and, to his the extent necessary to discharge the responsibilities as described herein and shall assigned to the Executive hereunder, to use the Executive's reasonable best efforts to perform such responsibilities faithfully and efficiently and such responsibilities. It shall not be a violation of this Agreement for the Executive to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may (a) serve on corporate, civic or charitable boards or committees committees, (b) deliver lectures, fulfill speaking engagements or teach at educational institutions and (c) manage personal investments, so long as such activities do not materially significantly interfere with the performance of Employeethe Executive's duties 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 continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities for to the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant During the Employment Period, Executive shall serve as the Chief Executive Officer and President of the Company and BlueLinx Holdings Inc. (“BHI”) and shall have the normal duties, responsibilities and authority of an executive serving in such position, subject to the Bylaws power of the Company, the Board of Directors of the Company has elected Employee (the “Company Board”) and the Board of Directors of BHI (the “BHI Board”), to provide oversight and direction with respect to such duties, responsibilities and authority, either generally or in specific instances. The Executive also shall hold similar titles, offices and authority with BHI’s direct and indirect subsidiaries, as Vice-President requested by the BHI Board from time to time, subject to the oversight and direction of the Companyrespective boards of directors of such entities. (b) During the Employment Period, Employee the Executive shall report be included in the management’s slate for election as a member of the BHI Board. Subject, as required, to reelection by BHI’s stockholders, Executive shall serve as a member of the BHI Board with no additional remuneration payable to Executive for that service. Upon the Date of Directors Termination, Executive shall, at the BHI Board’s request, resign from the Board, the BHI Board and any other board or committee of the Company. Employee's services will be performed at the location designated by the Board , BHI or any of Directorstheir respective subsidiaries or affiliates. (c) The duties During the Employment Period, Executive shall devote Executive’s reasonable best efforts and Executive’s full professional time and attention (except for permitted vacation periods and reasonable periods of Employee shall be those assigned illness or other incapacity) to Employee by the Chief Executive Officer or the Chairman business and affairs of the Board Company, BHI and their respective subsidiaries and affiliates. Executive shall perform Executive’s duties and responsibilities to the best of DirectorsExecutive’s abilities in a diligent, trustworthy and business-like manner. Employee acknowledges that his duties may vary from time to time and he further acknowledges that During the Employment Period, Executive shall not serve as a director or a principal of another company or any charitable or civic organization without the Company retains Board’s prior consent. Notwithstanding the flexibility foregoing, during the Employment Period, Executive may render charitable and civic services so long as such services do not materially interfere with Executive’s ability to assign various types of discharge his or her 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 Directorshereunder. (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 full business time to his responsibilities as described herein and Executive shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's Executive’s duties and responsibilities for with his or her principal office located in the CompanyAtlanta, Georgia metropolitan area. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant to During the Bylaws Term, Employee shall serve as Chief Scientific Officer and a Director of the Company, the Board of Directors of the Company has elected Employee perform such duties as Vice-President of the Company. (b) During the Employment Period, Employee shall are consistent with his position and report to the Board of Directors of the Company. Employee's services will be performed at During the location designated by Term, Employee shall also hold such additional positions and titles as the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman Directors of the Board of Directors. Employee acknowledges that his duties Company (the “Board”) may vary determine from time to time and he further acknowledges that time. During 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) hereofTerm, Employee agrees that during the Employment Period he shall devote as much time as is necessary to satisfactorily perform his full business time to his responsibilities duties as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t Chief Scientific Officer of the Company, without prior written permission from the Company. Notwithstanding Without limitation of the foregoing, the Company hereby acknowledges that it consents to Employee’s participation in those outside activities described on Exhibit A hereto. Employee may serve on corporate, engage in any civic or charitable boards or committees and not-for-profit activities so long as such activities do not materially interfere with the performance of Employee's his duties and responsibilities for hereunder or present a conflict of interest with the Company. (e) . During the Term of this Agreement, Employee agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known by the Employee to be adverse or antagonistic to the Company, its business or prospects, its financial position, or otherwise or in any company, person or entity that is, directly or indirectly, in competition with the business of the Company or any of its affiliates. The Company shall reimburse nominate Employee, and use its best efforts to have Employee for reasonable travelelected, lodgingto the Board of Directors of the Company (the “Board”) throughout the Term of this Agreement and, entertainment subject to the fiduciary duties of the Board and other business expenses incurred by the Nominating Committee to act in the best interests of the stockholders, shall include him in connection with the Company's businessmanagement slate for election as a director at every stockholders meeting during the Term at which his term as a director would otherwise expire. Employee agrees to accept election, and Employee shall keep such receipts and maintain such records to serve during the Term, as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses director of the Company. On termination of Employee’s employment, regardless of the reason for such termination, Employee shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that Employee may hold in the Company or any affiliate, unless otherwise agreed in writing by the parties.

Position and Duties. (a) Pursuant During the Employment Period, Executive shall serve as Mirant’s Executive Vice President and US Region Head. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Bylaws of Company and its affiliates (the Company, “Company Group”) as are consistent with Executive’s position and the Board of Directors by-laws of the Company has elected Employee and as Vice-President the Chief Executive Officer (“CEO”) may from time to time reasonably direct. Executive shall also serve for no additional compensation or remuneration as an officer or director of such subsidiaries of the CompanyCompany as may from time to time be designated by the Board. (b) During the Employment Period, Employee Executive shall report to the Board 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 Directors illness or other incapacity) to the business and affairs of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee Executive shall be those assigned perform his duties, responsibilities and functions to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and hereunder to the best of his abilitiesabilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s policies and procedures in all material respects. Employee will In performing his duties and exercising his authority under this Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and shall support and cooperate with the Company’s efforts to operate profitably and in conformity with the business and strategic plans approved by the Board. During the Employment Period, Executive shall not work serve as an employee of officer or director of, or otherwise perform services for compensation for, any other person, business, or entity, including self-employment, while t entity without the prior written consent of the CompanyBoard which shall not be unreasonably withheld; provided, without prior written permission from however, that the Company. Notwithstanding Board hereby consents to Executive’s service on and after the foregoing, Employee Commencement Date as a director of each of the corporations listed on Exhibit A. Executive may serve on corporateas an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic or charitable boards or committees organizations so long as such activities do not materially interfere with the Executive’s regular performance of Employee's duties and responsibilities for the Company. hereunder. Nothing contained herein shall preclude Executive from (ei) The Company shall reimburse Employee for reasonable travelengaging in charitable and community activities, lodging(ii) participating in industry and trade organization activities, entertainment (iii) managing his and other business expenses incurred by him in connection 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's business, regular performance of his duties and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Companyresponsibilities under this Agreement.

Position and Duties. (a) Pursuant During the Employment Period, the Executive shall serve as the Company's President, Global Banking and Financial Services, with responsibility for international investment management including management of the chief investment officer, Fleet Investment Advisors, institutional investment, institutional sales, retirement products, non-for-profits, regional investment policy, private banking, Columbia Asset Management, internet strategy, Galaxy Funds and Quick & ▇▇▇▇▇▇; large corporation and investment banking, including debt capital markets, specialized industries, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, private equity and multinationals; and foreign exchange, with such additional duties and responsibilities as are customarily assigned to such position, and such other duties and responsibilities not inconsistent therewith as may from time to time be assigned to him by the Bylaws Chief Executive Officer of the Company. During the Employment Period, the Company shall cause the Executive to be included in the slate of persons nominated to serve as directors on the Board of Directors of the Company has (the "Board") and shall use its best efforts (including, without limitation, the solicitation of proxies) to have the Executive elected Employee as Vice-President and reelected to the Board for the duration of the Employment Period. The Executive shall be a member of the Company's Executive Committee at all times during the Employment Period. (b) During the Employment Period, Employee shall report to the 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 Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding 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 the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee agrees that during the Employment Period he Executive shall devote his full reasonable attention and time during normal business time hours to his the business and affairs of the Company and, to the extent necessary to discharge the responsibilities as described herein and shall perform assigned to the Executive under this Agreement, use the Executive's reasonable best efforts to carry out such responsibilities faithfully and efficiently and to the best of his abilitiesefficiently. Employee will It shall not work as an employee of any other person, business, or entity, including self-employment, while t be considered a violation of the Company, without prior written permission from foregoing for the Company. Notwithstanding the foregoing, Employee may Executive to serve on corporate, industry, civic or charitable boards or committees committees, so long as such activities do not materially significantly interfere with the performance of Employeethe Executive's duties responsibilities as an employee of the Company in accordance with this Agreement, provided that the Executive may continue to participate and responsibilities for engage in activities not associated with the CompanyCompany consistent with the Executive's past practices at BKB, including without limitation the activities listed on Exhibit A hereto. (ec) The Company Company's headquarters shall reimburse Employee be located in Boston, Massachusetts, and the Executive shall be based and reside in the general area of Boston, except for reasonable travel, lodging, entertainment and other business expenses incurred by him travel outside the Boston area in connection with the business of the Company to such extent as the Executive shall determine is appropriate, subject to the reasonable approval of the Company with respect to any travel in excess of 100 business days per year. (d) Effective as of the Effective Date, the Company and the Executive shall enter into an agreement concerning the Executive's rights and duties in the event of a "change in control" of the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses which shall be reviewed by the same in form and substance as that of the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the CompanyCompany on the Effective Date (the "Initial CEO"). Any benefits to which the Executive becomes entitled under such agreement shall not be in addition, but shall be reduced by, the Severance Payments, as defined in Section 6.1 of the Prior Agreement and as referred to in Section 5(a)(i)(A).

Position and Duties. (ai) Pursuant During the Employment Period, or any Additional Employment Period, the Executive shall serve as the Senior Vice President, Chief Medical Officer of the Company and, in so doing, shall report to the Bylaws Chief Research and Development Officer of the Company or such other person as shall be designated by the Chief Research and Development Officer. The Executive shall have supervision and control over, and responsibility for, such management and operational functions of the Company currently assigned to such positions, and shall have such other powers and duties (including holding officer positions with one or more subsidiaries of the Company, ) as may from time to time be prescribed by the Board of Directors of the Company has elected Employee (the “Board”), so long as Vice-President such powers and duties are reasonable and customary for the Senior Vice President, Chief Medical Officer of an enterprise comparable to the Company. (bii) During the Employment Period, Employee shall report to the 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 Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time any Additional Employment Period, and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding 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 the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee the Executive agrees that during the Employment Period he shall to devote his full business time to his the business and affairs of the Company and, to the extent necessary to discharge the responsibilities as described herein and shall assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform such responsibilities faithfully and efficiently and to such responsibilities. During the best of his abilities. Employee will not work as an employee of any other person, businessEmployment Period, or entityany Additional Employment Period, including self-employment, while t it shall not be a violation of this Agreement for the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may Executive to (A) serve on corporate, civic or charitable boards or committees committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (C) manage personal investments, so long as such activities do not materially significantly interfere with the performance of Employee's duties and the Executive’s responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses an employee of the CompanyCompany in accordance with this Agreement.

Position and Duties. (a) Pursuant During the Employment Term, the Employee shall serve as Chief Operating Officer. The Employee shall have such duties, functions, responsibilities, and authority as are from time to time delegated to the Bylaws of the Company, Employee by the Board of Directors of the Company has elected Employee as Vice-President (the “Board”) or are otherwise consistent with the duties, responsibilities and authority of the executive office held by the Employee; provided that with respect to any specifically delegated duties, functions, responsibilities and authority, such duties, functions, responsibilities, and authority are reasonable and customary for a person serving in the office/position of a public company comparable to the Company. (b) During the Employment PeriodTerm, the Employee shall report shall: (i) devote substantially all of his time during normal business hours to the Board of Directors business of the Company. Employee's services will , fulfill his duties and obligations under this Employment Agreement and use his best efforts, judgment and energy to perform, improve and advance the business and interests of the Company in a manner consistent with the duties of his position; provided, however, that Employee shall not be performed at prevented from serving as a member of the location designated board of directors of a corporation if the Company determines that such membership is not adverse to its interests; (ii) not engage in any business activities that are directly or indirectly competitive with any business conducted by the Board Company or any of Directorsits subsidiaries or affiliates; (iii) observe and carry out such reasonable rules, regulations, policies, directions and restrictions as may be established from time to time by the Board, including but not limited to, the standard policies and procedures of the Company as in effect from time to time; and (iv) do such traveling as may be required in connection with the performance of such duties and responsibilities. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time this Employment Agreement contains a non-disclosure of proprietary information and non-competition provisions, and the Employee agrees to time comply with these provisions. The Employee understands that entering into and he further acknowledges that complying with these provisions is a condition to the Employee’s continued employment with the Company retains and that failure to comply with the flexibility to assign various types terms 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 Directorsthese provisions may result in immediate termination from employment. (d) Excluding periods of vacation and sick leave to which In connection with the Employee’s employment by the Company under this Employment Agreement, the Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during shall be based at the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t principal executive offices of the Company, without prior written permission from located as of the Companydate hereof in San Antonio, Texas, except for such reasonable travel or field work as the performance of the Employee’s duties in the business of the Company may require. Notwithstanding the foregoing, Employee may serve on corporatethe Board may, civic or charitable boards or committees so long as such activities do not materially interfere with in its discretion, determine to relocate the performance principal offices of Employee's duties and responsibilities the Company for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other any necessary business expenses incurred by him in connection with the Company's businesspurpose, and Employee doing so shall keep such receipts and maintain such records as required by not be a breach of this Employment Agreement. South Texas Oil Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.▇▇▇▇▇▇▇ Employment Agreement June 2008

Position and Duties. (a) Pursuant to During the Bylaws Employment Term, the executive shall serve as the Chief Executive Officer of the Company, Company and shall report to the Board of Directors of the Company has elected Employee as Viceor a committee thereof. Subject to the direction and control of the Board of Directors of the Company, Executive’s duties shall include principal responsibility for formulation and implementation of the business policies and direction of the Company, employment decisions, financial decisions and management and oversight of the day-President to-day operation of the Business. 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 Executive Officer. The Executive acknowledges and agrees that he owes a fiduciary duty of loyalty to the Company to discharge his duties and otherwise act in a manner consistent with the best interests of the Company. (b) During the Employment PeriodTerm, Employee the Executive shall report 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 not engage in any business activity which, in the judgment of the Board of Directors (excluding the Executive if he should be a member of the Board of Directors at the time of such determination), conflicts with the duties of Executive hereunder, whether or not such activity is pursued for gain, profit or other pecuniary, advantage. Any material outside business activities of Executive, including, without limitation, serving on the board of directors of any other entity, must be approved by the Board of Directors of the Company. Employee's services will be performed at Company (excluding any vote of the location designated by the Board of DirectorsExecutive) in advance. (c) The duties of Employee Within ten (10) business days following the Effective Date, Executive shall be those assigned appointed to Employee by the Chief Executive Officer or the Chairman serve as a member of the Company’s Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that Directors until 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 next meeting of the Company’s stockholders at which directors are elected. The Company or set salaries agrees that at each meeting of the Company’s stockholders during the Employment Term at which directors are elected and, to the extent applicable, in any proxy statement delivered to stockholders in connection with such meeting, the Executive shall be named as a nominee for any corporate employee without the prior approval of election to the Board of Directors. (d) Excluding periods The Company confirms and agrees that, subject to any requisite approvals of vacation the Board of Directors and sick leave to which Employee is entitled as set forth in Section 3(dthe reasonable oversight of the Board of Directors, (i) hereof, Employee agrees that during the Employment Period he Company’s offices shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and be relocated to the best of his abilities. Employee will not work as an employee of any other personBoston, business, or entity, including self-employment, while t of Massachusetts metropolitan area at a time that is reasonably convenient to the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties Executive and responsibilities (ii) Executive shall be responsible for the Companydetails of such relocation, which is presently contemplated to occur within the first six months following the Effective Date. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (bi) During the Employment Period, Employee Executive shall serve as the Executive Vice President and Chief Operating Officer of the Company and, in so doing, shall report to the Board of Directors Chief Executive Officer of the Company. Employee's services will be performed at Executive shall have supervision and control over, and responsibility for, such management and operational functions of the location designated by the Board of Directors. (c) The duties of Employee shall be those Company currently assigned to Employee such positions, and he shall have such other powers and duties (including holding officer positions with the Company and one or more subsidiaries of the Company) as may from time to time be prescribed by the Chief Executive Officer and/or the Board of Directors or comparable managing body of the Chairman Company (the "Board") and agreed to by Executive, so long as such powers and duties are reasonable and customary for the Executive Vice President and Chief Operating Officer of an enterprise or division comparable to the Company. (ii) During the Employment Period, Executive agrees to serve, if elected to any such positions, as a member of the Board of Directors. Employee acknowledges Buyer and of each subsidiary of Buyer, and as an officer of Buyer and each subsidiary of Buyer; provided, however, that his duties may vary from time Executive is indemnified for serving in any and all such capacities in a manner acceptable to time and he further acknowledges that the Company retains the flexibility and Executive. Executive agrees that he shall not be entitled to assign various types of duties to Employee. Employee does not have the authority to enter into receive any contracts on behalf of the Company or set salaries compensation for any corporate employee without the prior approval serving as a member of the Board or officer of Directorsany other person as provided in this Section 2(a)(ii) other than the compensation to be paid to Executive pursuant to this Agreement or any other written agreement between the Company and Executive. (diii) Excluding During the Employment Period, and excluding any periods of vacation and sick leave to which Employee Executive is entitled as set forth in Section 3(d) hereofentitled, Employee Executive agrees that during the Employment Period he shall to devote his full business time and attention to his the business and affairs of the Company and, to the extent necessary to discharge the responsibilities as described herein and shall assigned to Executive hereunder, to use Executive's reasonable best efforts to perform such responsibilities faithfully faithfully, effectively and efficiently and to such responsibilities. During the best term of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-Executive's employment, while t it shall not be a violation of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may this Agreement for Executive to (1) serve on corporate, civic or charitable boards or committees committees, (2) deliver lectures or fulfill speaking engagements and (3) manage personal investments, so long as such activities do not materially interfere with the performance of EmployeeExecutive's duties and responsibilities for as an employee of the CompanyCompany in accordance with this Agreement. (eiv) The parties expressly acknowledge that any performance of Executive's responsibilities hereunder shall necessitate, and the Company shall reimburse Employee for reasonable travelprovide, lodging, entertainment access to and other business expenses incurred by him the disclosure of Confidential Information (as defined in connection Section 6(a) below) to Executive and that Executive's responsibilities shall include the development of Company's goodwill through Executive's contacts with the Company's businesscustomers and suppliers. Such access to and disclosure of Confidential Information by the Company to Executive, and Employee shall keep such receipts and maintain such records as required development of goodwill by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses on behalf of the Company, shall commence immediately upon the start of the period specified in Section 4(e) of this Agreement.

Position and Duties. (a) Pursuant During the Employment Period, Executive shall serve as Chief Executive Officer of BHI and the Company and shall have the normal duties, responsibilities and authority of an executive serving in such position, subject to the Bylaws power of the Board of Directors of BHI to provide oversight and direction with respect to such duties, responsibilities and authority, either generally or in specific instances. (b) The Board of Directors of BHI shall take such action as may be necessary to appoint or elect Executive as a member of the Board of Directors of BHI and the Company as of the Effective Date. Thereafter, during Executive’s employment with the Company, the Board of Directors of BHI shall nominate Executive for re-election as a member of the Board of Directors of BHI and the Company has elected Employee at the expiration of Executive’s then-current term. Executive shall serve as Vice-President a member of the CompanyBoard of Directors of BHI and the Company and as an officer and director of any of BHI’s other subsidiaries without any compensation in addition to the compensation provided for in this Agreement. (bc) During the Employment Period, Employee Executive shall devote Executive’s reasonable best efforts and Executive’s full professional time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of BHI and the Company and its respective subsidiaries and affiliates. Executive shall perform Executive’s duties and responsibilities to the best of Executive’s abilities in a diligent, trustworthy and business-like manner. However, Executive may continue to serve as a member of the board of directors of the non-profit corporations on which he serves on the Effective Date and may become a member of the board of directors of any other non-profit corporations and, further, after the first anniversary of the Effective Date, Executive may, with the consent of the Board of Directors of BHI (which consent shall not be unreasonably withheld), serve as a director of up to two (2) for-profit corporations. (d) Executive shall perform Executive’s duties and responsibilities from the Company’s headquarter office as located on the Effective Date in the Atlanta, Georgia metropolitan area (the “Principal Office”). (e) Executive as the Chief Executive Officer of BHI shall report to the Board of Directors of BHI and all other officers and employees of BHI and the rest of the Company Group shall report directly or indirectly to Executive; provided, however, consistent with such reporting relationships, certain of the Company. Employee's services will be performed at ’s employees, to the location designated extent required by applicable law or regulation or to the extent required by professional responsibility, nevertheless may provide information directly to the Board of DirectorsDirectors of BHI. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant to Commencing on the Bylaws of the CompanyEffective Date, the Board of Directors of the Company has elected Employee Executive will serve as Vice-President of the Company. (b) During the Employment Period, Employee shall Chief Administrative Officer and will report to the Board Company’s Chief Executive Officer (“CEO”) and Chairman. Executive will have those powers and duties normally associated with the position of Directors CAO and such other powers and duties as may be prescribed by or at the direction of the CEO and the Chairman. [Upon the closing of the Merger, as defined in that certain Business Combination Agreement and Plan of Reorganization (the “Business Combination Agreement”), dated as of February 8, 2021, by and among Decarbonization Plus Acquisition Corporation, DCRB Merger Sub Inc. and the Company], Executive will assume the role of and serve as Chief Financial Officer. As the Company’s CFO, Executive will continue to report to the Company’s CEO and Chairman and will have those powers and duties normally associated with the position of CAO and such other powers and duties as may be prescribed by or at the direction of the CEO and the Chairman. Executive will devote substantially all of Executive’s working time, attention and energies during normal business hours (other than absences due to illness or vacation) to the performance of his duties for the Company. Employee's services Without the consent of the CEO and Chairman, such consent not to be unreasonably withheld, Executive will not serve on the board of directors, trustees, or any similar governing body of any for-profit entity. Notwithstanding the above, Executive will be performed at permitted, to the location designated extent such activities do not interfere with the performance by the Board Executive of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time and responsibilities hereunder or violate Section 10 of this Agreement, to time (i) manage Executive’s (and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without his immediate family’s) personal, financial and legal affairs, and (ii) serve, with 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) hereofBoard, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long (it being expressly understood and agreed that Executive’s continuing to serve on the civic or charitable boards or committees on which Executive is serving, or with which Executive is otherwise associated, as such activities do of the Effective Date (each of which has been disclosed to the Company on a list provided to the Company by Executive coincident with the execution of this Agreement), will be deemed not materially to interfere with the performance by Executive of Employee's his duties and responsibilities for the Companyunder this Agreement. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant During the period from the Effective Date to the Bylaws date of the annual shareholders’ meeting occurring in 2012 (the “2012 Meeting”), Executive shall serve as President and Chief Executive Officer of the Company. During the period from the 2012 Meeting to March 31, the Board of Directors 2015, Executive shall serve as Chief Executive Officer of the Company has elected Employee and as Vice-President Chairman (“Chairman”) of the Board. During the period from April 1, 2015 to June 30, 2016, Executive shall continue to serve as Chairman as an employee of the Company. . The period during which Executive serves as Chief Executive Officer under this Agreement (bi.e., from and including the Effective Date to March 31, 2015) shall be referred to as the “CEO Period”, and the period during which Executive serves as Chairman, but not also as the Chief Executive Officer (i.e., from and including April 1, 2015 to June 30, 2016) shall be referred as the “Chairman Period”. In addition to the specific positions applicable during the specific periods outlined above, Executive shall also serve in such other position or positions with the Company and its subsidiaries, consistent with his then applicable position(s) as set forth above as the Board shall reasonably assign Executive from time to time. All of Executive’s service in accordance with this Paragraph 2 is subject to earlier termination as provided in Paragraph 5. During the Employment Period, Employee Executive shall be the most senior officer of the Company and report directly and exclusively to the Board, it being understood that during the Chairman Period, if another executive shall serve as Chief Executive Officer of the Company, such other executive shall report jointly to Executive as Chairman and to the Board. During the Employment Period, unless and until the Board exercises any authority reserved to it under the Company’s By-Laws, Executive shall have the duties, responsibilities and obligations customarily exercised by individuals serving in the applicable position(s) enumerated above in a company of Directors the size and nature of the Company. Employee's services will be performed at During the location designated by Employment Period, the Board of Directors. (c) The duties of Employee Company shall be those assigned to Employee by the Chief also nominate Executive Officer or the Chairman for re-election as a member of the Board at the expiration of Directors. Employee acknowledges that his duties may vary from time to time each term of office, and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval Executive shall serve as a member of the Board of Directors. (d) Excluding periods of vacation and sick leave to for each period for which Employee he is entitled as set forth in Section 3(d) hereof, Employee agrees that during so elected. During the Employment Period he Period, Executive shall devote substantially all his full business time to his responsibilities as described herein the services required of him hereunder, and shall perform such responsibilities faithfully and efficiently and services in a manner consonant with the duties of his then applicable position(s). Executive shall be subject to the best terms and conditions of his abilities. Employee will not work any applicable policy of the Company regarding service (including as an employee a director) on behalf of any other personorganization, businessprovided that, or entitysubject to the provisions of Paragraph 7(a), including self-employmentnothing herein shall preclude Executive from (i) engaging in charitable activities and community affairs, while t of the Companyand (ii) managing his personal investments and affairs, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such the activities listed in subclauses (i)-(ii) do not materially interfere interfere, individually or in the aggregate, with the proper performance of Employee's his duties and responsibilities for in the Companyposition or positions in which Executive is then serving, as specified in this Paragraph 2. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. 1.1 During the Employment Term (a) Pursuant to the Bylaws as defined below), Employee shall serve as Executive Vice President of Corporate Finance of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, Employee shall report reporting directly to the 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 have responsibility for the overall day-to-day oversight and management of the corporate finance operations of the Company, subject to Employee by the Chief Executive Officer or the Chairman supervision of the Board of Directors. Employee acknowledges that his duties may vary from time to time Directors and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not shall have the duties, responsibilities and authority to enter into any contracts customarily associated with such position, including, but not limited to, assisting the Board of the company ("Board") in developing long term strategies for developing the company's subsidiaries, supervising all management and employees of the Company, helping in setting employee compensation, adopting budgets and such other duties for or on behalf of the Company or set salaries for any corporate Company, as are customarily assigned to the Executive Vice President of Corporate Finance of companies comparable to Home Savers Holding Corporation, provided that such duties are reasonably consistent with Employee's experience and background. Employee shall also have such other responsibilities and duties consistent therewith as shall be determined from time-to­time by the Board. In that Employee is currently serving as "at will" in the capacity of Executive Vice President, and employee without the prior approval of the Board of Directorsagrees to maintain additional duties until such time as new officers and employees are appointed. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof1.2 During the Employment Term, Employee agrees that during shall serve the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities Company faithfully and efficiently and to the best of his abilities. Employee will not work as an employee ability and shall devote substantially all of any other personhis business time, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with attention and efforts to the performance of such duties as may be assigned to him from time to time by the Chairman of the Board. Employee shall confer with the Chairman of the Board and must have the written approval of the board prior to any mergers, acquisitions or significant contracts by the company or prior to entering into any new financial agreements in behalf of the company outside of the normal day to day responsibilities of the Executive Vice President. 1.3 Employee expressly represents and warrants to the Company that Employee is not a party to any contract or agreement and is not otherwise obligated in any way, and is not subject to any rules or regulations, whether governmentally imposed or otherwise, which will or may restrict in any way the Employee's ability to fully perform his duties and responsib- ;ties underthis Agreement. Employee further expressly represents and warrants that he is eligible to work in the United States and shall take all necessary action to comply with requests for verification of employment eligibility. 1.4 Employee will perform his duties and responsibilities for located at the Companycorporate headquarters or elsewhere within reason to perform the position's responsibilities. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. a. The Company hereby engages and employs Executive for the Period of Employment (aas defined in Section 2) Pursuant on the terms and conditions expressly set forth in this Agreement. Executive hereby accepts and agrees to such engagement and employment, on the terms and conditions expressly set forth in this Agreement. b. During the Period of Employment, Executive shall serve as Chief Financial Officer of the Company and shall have the powers, authorities and duties that are commensurate with such position. Executive shall report to the Bylaws of Company’s Chief Executive Officer (the Company“CEO”) and shall perform such duties as are reasonably requested by the CEO. Executive may be appointed to and hold such other board or officer positions with the Parent, the Company or their subsidiaries or affiliates, as determined by the CEO or the Board of Directors of the Company has elected Employee as Vice-President of Parent (the “Board”) or its designee from time to time, and if so appointed Executive agrees to serve in such capacities for no additional compensation. Executive shall perform Executive’s duties primarily at the Company’s offices in Dallas, Texas and may be required to travel for business as reasonably requested by the CEO from time to time; provided, further, that, notwithstanding the foregoing, Executive shall perform Executive’s duties for the Company on a full-time basis during the Period of Employment. (b) c. During the Employment PeriodPeriod of Employment, Employee Executive shall report (i) devote substantially all of Executive’s business time, energy and skill to the Board performance of Directors Executive’s duties for the Parent, the Company and their subsidiaries and affiliates (individually, a “Company Group Member” and collectively, the “Company Group”), (ii) perform such duties in a faithful, effective and efficient manner to the best of Executive’s abilities, and (iii) hold no other employment, consulting or advisory positions. Executive agrees to perform Executive’s duties and responsibilities within and subject to the Company. Employee's services will be performed at ’s general employment policies and practices, and such other reasonable policies, practices and restrictions as the location designated by the Board of Directors. (c) The duties of Employee Company shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time establish for its similarly situated executives, and he further acknowledges that shall at all times carry out such policies, practices and restrictions. d. Executive hereby represents to the Company retains that: (i) the flexibility to assign various types execution and delivery of this Agreement and the performance by Executive of Executive’s duties to Employee. Employee does hereunder do 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 full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to not constitute a breach of, conflict with, or otherwise contravene or cause a default under, the best of his abilities. Employee will not work as an employee terms of any other personagreement or policy to which Executive is a party or otherwise bound or any judgment, businessorder or decree to which Executive is subject; (ii) Executive has no information (including, without limitation, confidential information and trade secrets) relating to any other person or entity that would prevent Executive under the terms of any other agreement or arrangement from entering into this Agreement or carrying out Executive’s duties hereunder, or entity, including self-would give rise to a violation of such other agreement or arrangement; (iii) Executive is not bound by any employment, while t consulting, non-competition, confidentiality, trade secret or similar agreement (other than this Agreement) with any other person or entity that would prevent Executive under the terms of any other agreement or arrangement from entering into this Agreement or carrying out Executive’s duties hereunder, or would give rise to a violation of such other agreement or arrangement; and (iv) Executive understands the Company will rely upon the accuracy and truth of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as representations and warranties of Executive set forth herein and Executive consents to such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Companyreliance. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant During the Employment Period, Executive shall serve as the chief operating officer of the Company and shall have the normal duties, responsibilities and authority of an executive serving in such position, subject to the Bylaws power of the Company, the Board of Directors of the Company has (the "BOARD") or the Chief Executive Officer of the Company to expand or limit such duties, responsibilities and authority, either generally or in specific instances. Executive shall have the title President of the Company, subject to the power of the Board to change such title from time to time. During the Employment Period, Executive shall also serve as a director of the Company for so long as the Board (or a nominating committee of the Board) nominates him to that position and he is elected Employee to it, and as Vice-President a director of any affiliate of the Company designated by the Board for so long as the Board causes him to be elected to such position. (b) Executive shall report to the Chief Executive Officer of the Company. (bc) During the Employment Period, Employee Executive shall report devote his best efforts and his full business time and attention (except for permitted vacation periods, reasonable periods of illness or other incapacity, and, provided such activities do not have more than a DE MINIMIS effect on Executive's performance of his duties under this Agreement, participation in charitable and civic endeavors and management of Executive's personal investments and business interests) to the Board of Directors business and affairs of the Company, its subsidiaries and affiliates. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee Executive shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that perform his duties may vary from time and responsibilities to time the best of his abilities in a diligent, trustworthy, businesslike and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directorsefficient manner. (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 full business time to his responsibilities as described herein and Executive shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for principally in the Company. (e) The Company shall reimburse Employee for reasonable travelCleveland, lodging, entertainment and other business expenses incurred by him in connection with the Company's businessOhio metropolitan area, and Employee shall keep such receipts and maintain such records as not be required by Company policy. All requests for reimbursement to travel outside that area any more extensively than he has done in the past in the ordinary course of reasonable the business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant to During the Bylaws Employment Period, the Executive shall serve as the President and Chief Operating Officer of the Company, with such duties and responsibilities as are customarily assigned to such position, and such other duties and responsibilities appropriate to such office as may from time to time be assigned to her by the Company's Chief Executive Officer or the Board of Directors of the Company has elected Employee (the "Board"). Executive shall report solely to the Chief Executive Officer and the Board. On the Effective Date, Executive shall be appointed as Vice-President a member of the Board, to serve as a member of the class of directors with the second longest remaining term as of the Effective Date. Subsequently, during the Employment Period, the Company shall cause the Executive to be included in the slate of persons nominated to serve as directors on the Board upon each expiration of Executive's term as a director of the Company and shall use its best efforts to have the Executive reelected to the Board. Following termination of the Executive's employment for any reason, the Executive shall immediately resign from the Board and from all other offices and positions she holds with the Company. (b) During the Employment Period, Employee shall report to the 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 Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding 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 the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee agrees that during the Employment Period he Executive shall devote his substantially her full attention and time during business time hours to his responsibilities as described herein the business and affairs of the Company and shall perform carry out such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Companyefficiently. Notwithstanding the foregoing, Employee to the extent consistent with the performance of her duties and responsibilities hereunder, the Executive may serve on corporate, industry, civic or charitable boards or and committees so long as such activities do not materially interfere and shall be permitted to make and manage her personal investments. (c) Other than for necessary travel in connection with the performance of Employee's her duties and responsibilities for hereunder, the Executive shall be based at the Company. (e) 's headquarters in the Harrisburg, Pennsylvania area. The Company shall reimburse Employee the Executive for the following relocation expenses: (i) the reasonable travelcosts associated with the selling of the Executive's current primary residence; (ii) reasonable living expenses for a residence for Executive and her family in the Harrisburg, lodgingPennsylvania area for a temporary period; (iii) a reasonable number of round trip visits between Harrisburg and the city in which the Executive's current residence is located, entertainment including reasonable costs for meals, lodging and transportation for the Executive and her family during such trips; and (iv) reasonable costs for moving Executive's household goods and cars to the Harrisburg, Pennsylvania area. In addition, the Executive may participate in a relocation service program, and the Company shall share in the expenses of such program on terms which the parties shall mutually agree upon. The reimbursement amount described herein shall be "grossed-up" to offset in full any net increase in Executive's federal, state and local income, employment and other business expenses incurred by him in connection with the Company's business, taxes resulting therefrom (and Employee shall keep from such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Companygross-up).

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, the Employee shall be employed by Employer on a full-time basis in an executive role and, subject to the discretion of the Board, shall continue to concurrently serve as Chairman of the Board of Parent. Employee’s executive role will not have a separate title and shall consist of leading network and corporate development strategies. In connection with the executive role, Employee shall report to the Board of Directors of the Company. Employee's services will Chief Executive Officer and shall further undertake such other customary duties as reasonably may be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those determined and assigned to Employee by the Chief Executive Officer or the from time to time. For so long as Employee continues to serve as Doc#: US1:14577886v2 Chairman of the Board of Directors. Parent, Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not shall have the usual and customary duties, responsibilities and authority of such position and shall be accountable to enter into any contracts the Board with respect to such duties. The Employee further agrees to perform such other duties and responsibilities on behalf of the Company Employer and Parent as reasonably may be directed by the Employer or set salaries Parent, including, if elected or appointed thereto, to serve as an officer and/or member of the board or any Subsidiary or Affiliate of the Employer as reasonably requested by the Employer and its Affiliates, in each case, without additional compensation hereunder. The Employee hereby accepts such employment and positions and agrees to diligently and conscientiously devote Employee’s full and exclusive business time, attention, and best efforts in discharging and fulfilling Employee’s duties and responsibilities hereunder. The Employee shall comply with the Employer’s policies and procedures and the direction and instruction of the Board, and the Employee shall not engage in any business activity which, in the reasonable judgment of the Board, conflicts with the duties of the Employee hereunder, whether or not such activity is pursued for any corporate employee without gain, profit or other pecuniary advantage. As of the prior approval Effective Date, Employee hereby resigns from his position as a member of the Compensation Committee 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) hereofthe Nominating, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein Corporate Governance and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t Compliance Committee of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the CompanyBoard. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant to During the Bylaws Term, the Executive shall serve as the Chief Executive Officer of the CompanyCompany with such duties and responsibilities as are customarily assigned to such position, and such other duties and responsibilities not inconsistent therewith as may from time to time be assigned to him by the Board of Directors of the Company has elected Employee as Vice-President (the “Board”). As of the Effective Date, the Company shall cause the Executive to be appointed to the Board. Thereafter, while Executive is employed during the Term, the Company shall cause the Executive to be included in the slate of persons nominated to serve as directors on the Board and shall use its best efforts (including, without limitation, the solicitation of proxies) to have the Executive elected and reelected to the Board for the duration of the Term. Upon any termination of his employment with the Company, the Executive shall promptly resign from the Board. While Executive is employed during the Term, the Executive shall report solely to the Board. (b) During the Employment PeriodTerm, Employee shall report to the 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 Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full attention and time during normal business time hours to his the business and affairs of the Company and, to the extent necessary to discharge the responsibilities as described herein and shall perform assigned to the Executive under this Agreement, use the Executive’s reasonable best efforts to carry out such responsibilities faithfully and efficiently and to the best of his abilitiesefficiently. Employee will It shall not work as an employee of any other person, business, or entity, including self-employment, while t be considered a violation of the Company, without prior written permission from foregoing for the Company. Notwithstanding the foregoing, Employee may Executive to manage his personal investments or to serve on corporate, industry, civic or charitable boards or committees other than the Board (“Outside Boards”), so long as such activities do not materially significantly interfere with the performance of Employee's the Executive’s responsibilities as an executive officer of the Company in accordance with this Agreement and do not create a conflict of interest with his duties and responsibilities for hereunder. Executive represents that as of the CompanyEffective Date his Outside Board positions are limited to those he has previously communicated to the Company in writing. The Executive shall secure the consent of the Board prior to accepting any additional Outside Board positions; provided that at any time that Executive does not serve on an Outside Board of a company with publicly traded securities, the Executive may accept without prior Board approval one Outside Board position at a company with publicly traded securities (but in any event subject to the other limitations of this subsection (b)). (ec) The Company During the Term, the Executive shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with be based at the Company's business’s principal headquarters except for travel reasonably required for the performance of the Executive’s duties hereunder. (d) During the Term, and Employee the Executive shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed comply with any stock ownership guidelines adopted by the Chief Company and in effect with respect to the Executive Officer from time to ensure that such expenses constitute ordinary and necessary business expenses of the Companytime, which shall not exceed stock ownership equal to five (5) times Annual Base Salary (as defined below).

Position and Duties. (a) Pursuant Upon consummation of the acquisition, the ------------------- Executive shall serve as President and Chief Executive Officer of Devnet which shall be a wholly owned subsidiary of the Company or such successor to the Bylaws business of Devnet as the Company shall determine, reporting to the Chief Executive Officer of the Company, 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 Executive from time to time by the Company. In addition, the Company shall recommend that the Executive be nominated as a member of the Board of Directors of the Company has and shall use its best efforts for so long as the Executive remains employed hereunder to have the Executive elected Employee as Vice-President to the Board of Directors during the CompanyEmployment Period. (b) During the Employment Period, Employee shall report to the 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 Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding 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 the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee agrees that during the Employment Period he Executive shall devote his full business time and efforts to the business and affairs of Devnet and use his responsibilities as described herein and shall perform best efforts to carry out such responsibilities faithfully and efficiently efficiently. During the Employment Period, the Executive shall not be engaged in any other business activity without the prior written consent of the Company except for time spent in managing his personal, financial, legal affairs and the real estate business activities in which the Executive is currently engaged and such other activities with respect to properties currently owned as Executive shall reasonably undertake, in each case only if, and to the best of his abilities. Employee will not work as an employee of any other personextent that, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employeethe Executive's duties and responsibilities for the Companyhereunder. (ec) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the CompanyExecutive's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses services shall be reviewed by performed at Devnet's Westport Connecticut headquarters subject to such business travel as may be required from time to time, or such other headquarters of Devnet in Connecticut as the Chief Executive Officer may determine, subject to ensure that such expenses constitute ordinary and necessary business expenses of the CompanyCompany approval.

Position and Duties. (a) Pursuant The Company hereby agrees to the Bylaws employ Executive as Executive Vice President of the Company, with such powers and duties as may be prescribed from time to time by the Board of Directors or the Chief Executive Officer of the Company, and the Bank hereby agrees to employ Executive as Executive Vice President and Senior Loan Officer of the Bank, with such powers and duties as may be prescribed by the Board of Directors or the Chief Executive Officer of the Bank, subject to the terms, conditions and provisions of this Agreement. Executive hereby accepts such employment and agrees to serve without additional compensation, if elected, in any other senior executive position of the Company reasonably requested of him and as an officer and/or director of any subsidiary of the Company in accordance with Section 7 hereof. Executive shall devote his full-time best efforts to such employment and shall apply substantially that degree of skill and diligence in rendering services to the Company and its subsidiaries under this Agreement as would be applied by a person of ordinary prudence and comparable experience under similar circumstances. In connection therewith, Executive shall report to and be subject to the direction of the Board of Directors and the Chief Executive Officer of the Company and the Board of Directors of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, Employee shall report to the 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 Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the CompanyBank. Notwithstanding the foregoing, Employee Executive may serve on corporatedevote a reasonable amount of his time to his personal investments and business affairs (including service as a director of unaffiliated companies) and to civic and charitable activities; provided, civic or charitable boards or committees so long however, Executive shall not accept any position as such activities do not materially interfere with the performance a director of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other any unaffiliated for-profit business expenses incurred by him in connection with organization without advance approval of the Company's businessBoard of Directors, and Employee which approval shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall not be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Companyunreasonably withheld.

Position and Duties. (a) Pursuant to During the Bylaws Employment Period, Executive shall serve as Vice President of Operations of the Company. During the Employment Period, Executive shall render such administrative, operational and other executive and managerial services to the Board of Directors Company and its affiliates (the “Company Group”) as are consistent with Executive’s position and the by-laws of the Company has elected Employee and as Vice-President the Chief Executive Officer of the CompanyCompany (the “CEO”) 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, Employee Executive shall report to the Board CEO and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of Directors illness or other incapacity) to the business and affairs of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee Executive shall be those assigned perform his duties, responsibilities and functions to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and hereunder to the best of his abilitiesabilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s policies and procedures in all material respects. Employee will In performing his duties and exercising his authority under this Agreement, Executive shall support and implement the business, operational and strategic plans approved from time to time by the CEO and shall support and cooperate with the Company’s efforts to operate in conformity with the business and strategic plans approved by the CEO. During the Employment Period, Executive shall not work serve as an employee of officer or director of, or otherwise perform services for compensation for, any other person, business, or entity, including self-employment, while t entity without the prior written consent of the Company, without prior written permission from the CompanyCEO which shall not be unreasonably withheld. Notwithstanding the foregoing, Employee Executive may serve on corporateas an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic or charitable boards or committees organizations so long as such activities do not materially interfere with the Executive’s regular performance of Employee's duties and responsibilities for the Company. hereunder in any material respect. Nothing contained herein shall preclude Executive from (ei) The Company 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 reimburse Employee for reasonable travelnot have any ownership interest (of record or beneficial) in any firm, lodgingcorporation, entertainment and partnership, proprietorship or other business expenses incurred by him in connection that competes directly with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests ’s business except for reimbursement (x) an investment of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses not more than 1.0% of the Companyoutstanding securities of a company traded on a public securities exchange or (y) investments made through public mutual funds.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, Employee the Executive shall continue to serve as Chief Financial Officer of the Company, and effective January 1, 2012, Chief Financial Officer of CapitalSource. In such capacities, prior to any Change in Control, the Executive shall report to the Board Chief Executive Officer of Directors the Company and to the Chief Executive Officer of CapitalSource, respectively. The Executive shall, at the Employer’s request, also serve in such other officer position(s) of any of the Company. Employee's services will be performed at the location designated ’s or Parent’s subsidiaries or affiliates, in each case without further compensation beyond that set forth in this Agreement and as a member of such management, executive, credit, disclosure and other committees as determined by the Board of Directors. (c) The duties of Employee Parent Board, the Bank Board, CapitalSource’s Chief Executive Officer and/or the Company’s Chief Executive Officer from time to time. During the Employment Period, the Executive shall be have the duties, responsibilities, powers and authority not inconsistent with those assigned set forth in the Employer’s or CapitalSource’s bylaws, as amended from time to Employee time, as determined from time to time by the Parent Board, the Bank Board, CapitalSource’s Chief Executive Officer or the Chairman Company’s Chief Executive Officer for the position of the Board of Directorschief financial officer. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he The Executive shall devote his the Executive’s reasonable best efforts and full business time to his responsibilities the performance of the Executive’s duties hereunder and the advancement of the business and affairs of the Employer and Parent; provided that the Executive shall be entitled to (i) serve as described herein a member of the board of directors of a reasonable number of other companies, (ii) to serve on civic, charitable, educational, religious, public interest or public service boards, and shall perform such responsibilities faithfully (iii) to manage the Executive’s personal and efficiently and family investments, in each case, to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as extent such activities do not materially interfere with the performance of Employee's the Executive’s duties and responsibilities hereunder. The Executive’s service as a member of the board of directors for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses a publicly traded company shall be reviewed by subject to the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses prior approval of the CompanyBank Board and Parent Board, which approvals shall not be unreasonably withheld.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (bi) During the Employment Period, Employee Executive shall report to serve as the Chairman of the Board and Chief Executive Officer of Aceto and perform such duties and functions commensurate with such title as the Board of Directors of Aceto (the Company“Board”) shall reasonably determine. Employee's Executive’s services will shall be performed principally at ▇▇▇▇▇’▇ headquarters in Lake Success, New York or such other headquarters as may exist from time to time. During the location designated Employment Period, the Executive 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 subsidiaries of Aceto in existence or hereafter created or acquired, in each case without any additional compensation for such services. However, from time to time, 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 Board of DirectorsLake Success, New York area unless Aceto relocates its corporate headquarters, in which event Executive may be required to relocate to such location. (cii) The duties During the Employment Period, Executive agrees to devote his full-time attention to the business and affairs of Employee Aceto. Executive’s employment under this Agreement shall be those assigned Executive’s exclusive employment during the Employment Period. Executive may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Executive's performance of Executive's duties hereunder, is contrary to Employee by the Chief 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 agree that Executive Officer may engage in personal investments, other business activities and civic, charitable or religious activities which do not conflict with the Chairman business and affairs of the Board Aceto or interfere with Executive's performance of Directors. Employee acknowledges that his duties hereunder. Executive may vary from time to time and he further acknowledges that not serve on the Company retains the flexibility to assign various types board of duties to Employee. Employee does not have the authority to enter into directors of 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 entity other than Aceto during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to without the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t written approval of the Company, without prior written permission from the CompanyBoard. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses Executive shall be reviewed by the Chief Executive Officer permitted to ensure that such expenses constitute ordinary and necessary business expenses retain any compensation received for approved service on any unaffiliated corporation's board of the Companydirectors.

Position and Duties. (a) Pursuant to During the Bylaws Employment Period, Executive shall serve as Senior Vice President – Wood Fibre Business of the Company. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its affiliates (the “Company Group”) as are consistent with Executive’s position and the by-laws of the Company and as the Chief Executive Officer (“CEO”) may from time to time reasonably direct. Executive shall also serve for no additional compensation or remuneration as an officer or director of such subsidiaries of the Company as may from time to time be designated by the CEO or the Board of Directors of the Company has elected Employee as Vice-President of (the Company“Board”). (b) During the Employment Period, Employee Executive shall report to the Board CEO and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of Directors illness or other incapacity) to the business and affairs of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee Executive shall be those assigned perform his duties, responsibilities and functions to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and hereunder to the best of his abilitiesabilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s policies and procedures in all material respects. Employee will In performing his duties and exercising his authority under this Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and shall support and cooperate with the Company’s efforts to operate in conformity with the business and strategic plans approved by the Board. During the Employment Period, Executive shall not work serve as an employee of officer or director of, or otherwise perform services for compensation for, any other person, business, or entity, including self-employment, while t entity without the prior written consent of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee Executive may serve on corporateas an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic or charitable boards or committees organizations so long as such activities do not materially interfere with the Executive’s regular performance of Employee's duties and responsibilities for the Company. hereunder in any material respect. Nothing contained herein shall preclude Executive from (ei) The Company 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 Executive’s regular performance of duties and responsibilities hereunder; provided, that Executive shall reimburse Employee for reasonable travelnot have any ownership interest (of record or beneficial) in any firm, lodgingcorporation, entertainment and partnership, proprietorship or other business expenses incurred by him in connection that competes directly with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests ’s wood processing business except for reimbursement (x) an investment of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses not more than 1.0% of the Companyoutstanding securities of a company traded on a public securities exchange or (y) investments made through public mutual funds.

Position and Duties. (a) Pursuant On the Effective Date, you will cease to the Bylaws of the Company, the Board of Directors be a regular full time employee of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, Employee shall report but you will continue to the Board of Directors of the Company. Employee's services will be performed at the location designated employed by the Board Company as an employee in a part time special assignment position, with the title of Directors. (c) The duties of Employee shall be those assigned Special Advisor to Employee by the Chief Executive Officer ("CEO") or the Chairman his successor (collectively "Your Supervisor"). You will also resign as an officer of the Board Company and as an officer and/or director any of Directorsits subsidiaries or affiliates on the Effective Date. Employee acknowledges In connection with resigning your offices, you agree to execute and return to the Company with this Agreement two signed, undated original resignation letters on Company letterhead in the forms provided in Appendices A through _ to this Agreement. Appendices A through _ are hereby incorporated into and made part of this Agreement by reference. In addition, you agree to take all such further steps as the Company may reasonably deem necessary or appropriate in order to accomplish the official formalities of your resignation of the officer and/or director positions that his you hold with the Company's subsidiaries or affiliates, including but not limited to executing board resolutions. As Special Advisor to the CEO, you will have any or all of the following duties and responsibilities as determined by Your Supervisor in his/her discretion: 1. advising the CEO regarding the Company's financial, legal and licensing matters; 2. providing assistance with the Company's investor relations program; 3. assisting with the evaluation and integration of business acquisitions; and 4. assisting Your Supervisor in such other matters that are consistent with your background and experience as Your Supervisor may vary assign you. The times and places where this work will be performed will be at your choosing unless otherwise requested by Your Supervisor. Your Supervisor will assign matters to you from time to time and he further acknowledges that you will provide Your Supervisor with written or oral reports as reasonably, requested by Your Supervisor (or if not requested by Your Supervisor, then periodically, but not less frequently than annually) detailing your progress toward accomplishing the Company retains tasks and directives given to you by Your Supervisor. You will also provide additional reports and materials, upon reasonable request by Your Supervisor. Your Supervisor will evaluate your performance. Your Supervisor will control and direct the flexibility to assign various types of duties to Employeemanner (including the order) in which you perform the services under this Agreement, including the details and means by which you provide your services. Employee does not have the authority to enter into any contracts on behalf You will be an employee of the Company for all purposes during the term of this Agreement and will not be an independent contractor. The position of Special Advisor to the CEO, is a part time special assignment position in which you will be required to work a minimum of ten (10) hours per month, however, you also agree that, to the extent that Your Supervisor requests, you will work up to twenty (20) hours per month. You will not be required to work more than twenty (20) hours per month , however, in the event that you do work more than twenty (20) hours per month, then you will receive no additional compensation or benefits for such additional work. If, in any month, Your Supervisor does not specifically assign you a sufficient amount of work to meet your minimum hour requirement, you will satisfy your minimum requirement by independently researching and evaluating developments and trends in your areas of responsibility, as set salaries forth above, and reporting your findings to Your Supervisor. Your time spent on business travel at the Company's request (but not commuting to and from your residence to the Company's New York City headquarters) shall count toward your ten hour minimum monthly work requirement under this Agreement. If requested by Your Supervisor, you agree to attend certain meetings or programs related to your area of expertise, so long as such meeting or program does not unreasonably interfere with your other activities. Furthermore, from time to time, your duties may require you to travel and attend meetings at various locations, and you agree that no reasonable request by Your Supervisor for travel or attendance at meetings will be refused. Your Supervisor will work with you in scheduling any corporate employee without such business trips or meetings so that they do not unreasonably interfere with your other activities. The Company will reimburse you for your reasonable travel expenses pursuant to the prior approval reimbursement policy(ies) in place at the Company at the time you incur such expenses. You will maintain an accurate and contemporaneous log showing the time you have spent performing the foregoing services and this log shall be deemed conclusive evidence of the Board time spent. Your Supervisor, at any time, may request a copy of Directors. (d) Excluding periods your log and you agree to provide such a copy within a reasonable period of vacation and sick leave time after the request is made. We have agreed that your part time special assignment will continue until the Scheduled Expiration Date, subject to which Employee is entitled earlier termination by you or the Company as set forth in Section 3(d) hereof3 of this Agreement. During the Term, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities except as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will set forth herein, you may not work as an employee of be employed by any other personperson or company, business, or entity, including self-employment, while t of other than the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's businessprior written approval, which shall not be unreasonably withheld. You may, however engage in the following activities without the Company's prior approval, provided that the three conditions listed below are met. The permissible activities are: teaching, sitting on boards of directors or advisory committees of other companies and providing services to other companies either as a consultant or an employee. These listed activities are permissible provided that each (1) is performed outside the fields of publishing, licensing and entertainment, (2) does not violate the provisions of Section 5.2 herein, and Employee shall keep such receipts (3) does not interfere with your duties under this Agreement. You also agree that, during the term of this Agreement and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses one year after its termination, you will not induce any employee of the CompanyCompany to leave the employ of the Company or otherwise solicit for employment or affiliation, including as an independent contractor, any officer, director, or employee of the Company or its subsidiaries.

Position and Duties. (a) Pursuant to The Employee shall, during the Bylaws Employment Period hereunder, serve as Principal Financial Officer (“PFO”) for the Company and shall perform the executive, administrative, and accounting duties, functions and privileges incumbent with the position of PFO and such other duties as reasonably determined by the Company, CEO or the Board of Directors of the Company has elected Employee (the “Board”) from time to time. 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 Vice-President a liaison with auditors and legal counsel, overseeing and implementing corporate governance procedures and protocols, preparation of the Companycorporate 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, The Employee shall will report to the Board of Directors CEO of the CompanyCompany or his designee. The Employee's services will be performed at the location designated ’s authority is subject to approval by the Board CEO of Directorsthe Company and/or the Board. (c) The duties of Employee shall be those assigned agrees to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that serve 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) hereoffaithfully, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently conscientiously and to the best of his abilities. Employee will not work as an employee her ability, and to devote all of her business time to the business and affairs of the Company (and, if requested by the CEO and/or the Board, any other person, business, subsidiary or entity, including self-employment, while t affiliate of the Company) so as to promote the profit, without prior written permission from benefit and advantage of the Company and, if applicable, any subsidiaries or affiliates of the Company. Notwithstanding The Employee shall fulfill her duties of loyalty, fidelity and allegiance to act at all times in the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities best interests of the Company and to do not materially interfere with no act which would injure the performance of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses interests or reputation of the Company. The Employee’s employment is subject to compliance with all the Company’s policies, including the Business Code of Conduct & Ethics Policy, all as may be amended from time to time.

Position and Duties. (a) Pursuant to As of the Bylaws Effective Date, the Executive shall serve as Executive Vice President and Chief Financial Officer in which capacity the Executive shall perform the usual and customary duties of such offices, which shall be those normally inherent in such capacities in companies of similar size and character as the Company and its Affiliates. The Executive agrees and acknowledges that, in connection with his employment relationship with the Company, when reasonably requested by the Board Chief Executive Officer, the Executive shall also be required to perform the usual and customary duties of Directors any executive with the title of Executive Vice President and Chief Financial Officer with companies of similar size and character as the Company and its Affiliates. The Executive agrees and acknowledges that such duties and/or responsibilities may increase or decrease as required by the Company whether or not such duties are within the scope of the Executive’s duties on the Effective Date. Executive shall report to the highest ranking executive officer of the Company has elected Employee as Vice-President (or if the Company ceases to be the ultimate parent company, the highest ranking executive officer at such ultimate parent company) and any deviation from such reporting structure shall be considered to be a material breach of this Agreement. The Executive agrees and acknowledges that, in connection with his employment relationship with the CompanyCompany the Executive owes fiduciary duties to the Company and will act accordingly. (b) During the Employment Period, Employee the Executive agrees to devote substantially his full time, attention and energies to the Company’s business and agrees to faithfully and diligently endeavor to the best of his ability to further the best interests of the Company. The Executive shall report not engage in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage. Subject to the covenants of Section 9 herein, this shall not be construed as preventing the Executive from investing his own assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. Further, subject to Section 9 herein, the Executive may serve as a director of other companies, if such service is approved by the Chief Executive Officer which approval will not be unreasonably withheld so long as such service is not detrimental to the Company, does not interfere with the Executive’s service to the Company and does not present the Executive with a conflict of interest. The Company expressly acknowledges that the Executive has disclosed and the Company, and Chief Executive Officer, has approved Executive’s current and continuing service in two chairman directorship positions. (c) In keeping with the Executive’s fiduciary duties to the Company, the Executive agrees that he shall not, directly or indirectly, become involved in any conflict of interest, or upon discovery thereof, allow such a conflict to continue. Moreover, the Executive agrees that he shall promptly disclose to the Chief Executive Officer of the Company any facts which might involve any reasonable possibility of a conflict of interest, or be perceived as such. (d) Circumstances in which a conflict of interest on the part of the Executive would or might arise, and which should be reported immediately by the Executive to the Chief Executive Officer of the Company, include, but are not limited to, the following: (i) ownership of a material interest in, acting in any capacity for, or accepting directly or indirectly any payments, services or loans from a supplier, contractor, subcontractor, customer or other entity with which the Company does business; (ii) misuse of information or facilities to which the Executive has access in a manner which will be detrimental to the Company’s interest; (iii) disclosure or other misuse of Confidential Information (as defined in Section 9); (iv) acquiring or trading in, directly or indirectly, other properties or interests connected with the design, manufacture or marketing of products designed, manufactured or marketed by the Company; (v) the appropriation to the Executive or the diversion to others, directly or indirectly, of any opportunity in which it is known or could reasonably be anticipated that the Company would be interested; and (vi) the ownership, directly or indirectly, of a material interest in an enterprise in competition with the Company or its dealers and distributors or acting as a director, officer, partner, consultant, employee or agent of any enterprise which is in competition with the Company or its dealers or distributors. (e) Further, the Executive covenants, warrants and represents that he shall: (i) devote his full and best efforts to the fulfillment of his employment obligations; (ii) exercise the highest degree of fiduciary loyalty and care and the highest standards and conduct in the performance of his duties; and (iii) endeavor to prevent any harm, in any way, to the business or reputation of the Company. (f) For purposes of this Section 2, the determination of whether any matter or transaction constitutes a conflict of interest hereunder shall be made solely by the Board of Directors of the Company. Employee's services will be performed Company (the “Board”) in its reasonable discretion; provided, however, any matter or transaction that is permitted by or otherwise in compliance with the terms and conditions of all applicable ethics, conflict of interest or similar written policies of the Company in effect at the location designated time of such determination shall not be a conflict of interest hereunder. The determination of whether any matter or transaction is permitted by or otherwise in compliance with the terms and conditions of such policies shall be made solely by the Board of Directorsin its reasonable discretion. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant During the Employment Period, Executive shall serve as the chief operating officer of the Company and shall have the normal duties, responsibilities and authority of an executive serving in such position, subject to the Bylaws power of the Company, the Board board of Directors of the Company has (the "Board") or the Chairman and Chief Executive Officer of the Company to expand or limit such duties, responsibilities and authority, either generally or in specific instances. Executive shall have the title President of the Company, subject to the power of the Board to change such title from time to time. During the Employment Period, Executive shall also serve as a director of the Company for so long as the Board nominates him to that position and he is elected Employee to it, and as Vice-President a director of any affiliate of the Company designated by the Board for so long as the Board causes him to be elected to such position. (b) Executive shall report to the Chairman and Chief Executive Officer of the Company. (bc) During the Employment Period, Employee Executive shall report devote his best efforts and his full business time and attention (except for permitted vacation periods, reasonable periods of illness or other incapacity, and, provided such activities do not have more than a de minimis effect on Executive's performance of his duties under this Agreement, participation in charitable and civic endeavors and management of Executive's personal investments and business interests) to the 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 Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time business and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf affairs of the Company and the business and affairs of any subsidiary or set salaries for any corporate employee without affiliate. Executive shall perform his duties and responsibilities to the prior approval best of the Board of Directorshis abilities in a diligent, trustworthy, businesslike and efficient manner. (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 full business time to his responsibilities as described herein and Executive shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for principally in the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's businessCleveland metropolitan area, and Employee shall keep such receipts and maintain such records as not be required by Company policy. All requests for reimbursement to travel outside that area any more extensively than he has done in the past in the ordinary course of reasonable the business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant to During the Bylaws Employment Period, Executive shall serve as Vice President and General Counsel of the Company. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its affiliates (the “Company Group”) as are consistent with Executive’s position and the by-laws of the Company and as the Chief Executive Officer (“CEO”) may from time to time reasonably direct. Executive shall also serve for no additional compensation or remuneration as an officer or director of such subsidiaries of the Company as may from time to time be designated by the CEO or the Board of Directors of the Company has elected Employee as Vice-President of (the Company“Board”). (b) During the Employment Period, Employee Executive shall report to the Board CEO and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of Directors illness or other incapacity) to the business and affairs of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee Executive shall be those assigned perform his duties, responsibilities and functions to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and hereunder to the best of his abilitiesabilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s policies and procedures in all material respects. Employee will In performing his duties and exercising his authority under this Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and shall support and cooperate with the Company’s efforts to operate in conformity with the business and strategic plans approved by the Board. During the Employment Period, Executive shall not work serve as an employee of officer or director of, or otherwise perform services for compensation for, any other person, business, or entity, including self-employment, while t entity without the prior written consent of the Company, without prior written permission from the CompanyBoard which shall not be unreasonably withheld. Notwithstanding the foregoing, Employee Executive may serve on corporateas an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic or charitable boards or committees organizations so long as such activities do not materially interfere with the Executive’s regular performance of Employee's duties and responsibilities for the Company. hereunder in any material respect. Nothing contained herein shall preclude Executive from (ei) The Company 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 reimburse Employee for reasonable travelnot have any ownership interest (of record or beneficial) in any firm, lodgingcorporation, entertainment and partnership, proprietorship or other business expenses incurred by him in connection that competes directly with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests ’s ▇▇▇▇▇▇▇-Tropsch business except for reimbursement (x) an investment of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses not more than 1.0% of the Companyoutstanding securities of a company traded on a public securities exchange or (y) investments made through public mutual funds.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, Employee Executive shall serve as the Sales and Marketing President, Alpha Division and Executive Vice President of the Company and shall have the normal duties, responsibilities, functions and authority of the Sales and Marketing President of the Alpha Division and Executive Vice President, subject to the power and authority 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 may from time to time direct. (b) Executive shall report to the Board and Executive shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of Directors 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. Employee's services will be performed at In performing his duties and exercising his authority under the location designated Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of Directorsthe Board, perform other services for compensation. Unless otherwise agreed by Executive, Executive’s place of work shall be in the greater Philadelphia, Pennsylvania metropolitan area, except for travel reasonably required for Company business. (c) The duties For purposes of Employee this Agreement, “Subsidiaries” shall be those assigned mean any corporation or other entity of which the securities or other ownership interests having the voting power to Employee by the Chief Executive Officer or the Chairman elect a majority of the Board board of Directors. Employee acknowledges that his duties may vary from directors or other governing body are, at the time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereofdetermination, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of owned by the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic directly or charitable boards or committees so long as such activities do not materially interfere with the performance through one of Employee's duties and responsibilities for the Companymore Subsidiaries. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. The Executive will be employed by and will serve the Corporation as President and Chief Executive Officer (a“CEO”) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, Employee shall report reporting directly to the Board of Directors of the CompanyCorporation (the “Board”). Employee's services The Executive will be performed at responsible for and perform the location designated functions and duties commensurate with the position of CEO and any other duties or functions as may be assigned by the Board of Directors. (c) Corporation to the Executive in its sole discretion, provided such additional duties and functions reasonably relate to the CEO position. The Executive’s duties of Employee shall and functions may be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary varied from time to time by the Corporation, at its sole discretion, provided such varied duties and functions reasonably relate to the CEO position. The Executive will perform and carry out the Executive’s duties and functions, and provide such additional services as may be reasonably required, in such manner as the Corporation may from time to time direct. The Executive acknowledges and affirms that he further acknowledges will be employed by the Corporation in a fiduciary capacity, and as such will owe full fiduciary duties to the Corporation. The Corporation and Executive agree that the Company retains Executive will perform and carry out the flexibility to assign various types of Executive’s duties to Employee. Employee does not have and functions remotely from his residence in British Columbia, provided that 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 full business Executive may from time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and time be required to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities travel for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him purposes in connection with his duties and functions as CEO or otherwise as reasonably directed by the Company's businessBoard. The Executive further agrees to act as a director and/or officer of any of the Corporation’s affiliates if so requested by the Board. All such directorships or offices shall be without any additional compensation or benefits, unless otherwise agreed to by the Board, in its sole discretion. Upon termination of the Executive’s employment for any reason whatsoever, the Executive will immediately resign all such directorships or offices held by the Executive in any affiliate of the Corporation, and Employee shall keep the Executive agrees that the Executive will be deemed to have resigned such receipts directorships and maintain offices on the date that the Executive’s employment with the Corporation ends. The Corporation is hereby authorized as the Executive’s attorney-in-fact to execute any documents necessary to complete such records resignations, with the same force and effect as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed if executed and delivered by the Chief Executive. The Executive Officer will not be entitled to ensure receive any severance payment or other compensation or benefits for the resignation of such directorships or offices. This Agreement will continue to apply in the event that such expenses constitute ordinary the Executive is transferred to any other position with the Corporation and necessary business expenses notwithstanding any changes in the Executive’s compensation, duties, functions, reporting relationship or other terms and conditions of the Companyemployment.

Position and Duties. (a) Pursuant to the Bylaws of the CompanyThe Corporation hereby employs Executive, the Board of Directors of the Company has elected Employee and Executive accepts such employment, as ViceCo-Chief Executive Officer and Co-President of the Company. (b) During Corporation upon the Employment Period, Employee terms and provisions set forth in this Agreement. Executive shall report only to the Board of Directors of the Company. Employee's services will be performed at Corporation (the location designated by "Board") through the Board Chairman of Directors. the Board, and, subject to the directions of the Board, acting through the Chairman of the Board, shall have full general supervision, direction and control of all aspects of the business, officers and employees of the Corporation and its subsidiaries (cincluding SM) The duties of Employee shall be those assigned to Employee by that are customary for the Chief Executive Officer or of a public company like the Chairman Corporation, except for such duties and responsibilities allocated by the Board (acting through its Chairman) to the other Co-Chief Executive Officer. All officers and employees of the Corporation and its subsidiaries (including SM) shall report directly or indirectly to Executive or to the Co-Chief Executive Officer as the Board of Directors. Employee acknowledges that his duties may vary from time to time determine. The Corporation shall employ two administrative assistants and he further acknowledges that a driver to assist Executive on substantially the Company retains same basis on which such administrative assistants and driver were employed by SM immediately before the flexibility to assign various types date of duties to Employeethis Agreement. 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 Executive shall devote his full business working time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and effort to the best business and affairs of his abilitiesthe Corporation and its subsidiaries and will act in accordance with the policies and directions of the Board, acting through its Chairman. Employee will not work Executive may participate in other business activities and act as an employee a director of any other personprofit or nonprofit corporation, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do activity is not competitive with the business of the Corporation and its subsidiaries in any material respect and does not materially interfere with detract from the performance of Employee's his duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses a full time executive of the CompanyCorporation. The Prior Agreement is hereby terminated effective as of the day before the date of the closing under that certain Securities Purchase Agreement of even date herewith by and between Overseas Toys, L.P. and Cyrk, Inc. (the "Closing").

Position and Duties. (ai) Pursuant to During the Bylaws Employment Period, (A) the Executive shall serve as the President and Chief Executive Officer of the Company, which shall comprise all of Regions' brokerage, trust, asset management, investment banking, capital market activities, and, in addition, all other activities of the type conducted by the Company as of the Effective Date (the "Business"), with such authority, duties and responsibilities as are commensurate with and as may be consistent with such positions and titles. The definition above of the Business is intended to be descriptive of the types of activities (e.g. brokerage) that are being conducted by the Company as of the Effective Date, and shall be so interpreted. During the Employment Period the Executive shall report directly to the Chairman of the Board of Directors of Regions, so long as either ▇▇▇▇▇▇▇ ▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇ holds that position, and thereafter the Executive shall report directly to the Chief Executive Officer. The Executive's principal place of employment shall be in Memphis, Tennessee and cannot change without the Executive's consent. If the current Chairman of the Board of Directors of the Company has elected Employee as Vice-President of ceases to be the Company. (b) During Chairman for any reason during the Employment Period, Employee the Executive shall report to assume the additional title of Chairman of the Board of Directors of the Company. Employee's services will For the purpose of this Section, the term "Regions" shall include any entity controlled by, controlling or under common control with Regions. Notwithstanding the above, it shall not be performed at a breach of this Agreement for Regions to change the location designated by name or form of business entity of the Board of DirectorsCompany, provided that the Executive retains responsibilities, positions and titles that are equivalent with respect to the Business. (cii) The duties of Employee shall be those assigned to Employee by During the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time Employment Period, and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding 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 the Executive is entitled as set forth entitled, the Executive agrees to devote substantially all of his attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. The Executive may not engage, directly or indirectly, in Section 3(d) hereofany other business or investment activity that materially interferes with the Executive's performance of his duties hereunder, Employee agrees that during is contrary to the business interests of the Company or any of its affiliates, or requires any significant portion of Executive's business time. During the Employment Period he it shall devote his full business time not be a violation of this Agreement for the Executive to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may (A) serve on corporate, civic or charitable boards or committees committees, and, subject to the approval of the Company's Board of Directors, on corporate boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (C) manage personal investments, so long as such activities do not materially significantly interfere with the performance of Employeethe Executive's duties 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 of this Agreement, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities for to the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, Employee the Executive shall initially serve as Chief Technology Officer and Senior Vice President, Software Development, and shall initially report to the Board Chief Executive Officer and President. For the first six months of Directors employment, the Executive shall perform his duties from his home in Andover, MA spending a minimum of ten business days per month in the Company’s offices in Wilton, CT or as deemed necessary by the Company’s Executive Team. The Executive shall be expected to attend all Company meetings remotely and be available to all of the Company’s employees during the normal business hours from 9:00 AM to 6:00 PM EST. Employee's services will be performed at The Executive acknowledges and agrees that he owes a fiduciary duty of loyalty to the location designated Company to discharge his duties and otherwise act in a manner consistent with the best interests of the Company or its Subsidiaries. (b) If it is deemed necessary for the Executive to relocate to Connecticut by the Board Company’s Executive Committee, the Company will reimburse the Executive for up to $25,000 for relocation expenses associated with the Executive’s relocation from North Andover, MA to CT. The Company will require valid receipts for relocation costs, such as costs associated with the sale of Directorsthe Executive’s personal residence including broker commissions, two trips including food and lodging with the Executive’s spouse to Connecticut to locate temporary or permanent housing and moving expenses for the Executives personal effects from MA to CT. (c) The During the Employment Period, the Executive shall devote his best efforts and full working time, attention and energies to the performance of his duties of Employee and responsibilities under this Agreement (except for vacations to which he is entitled pursuant to Section 2(a) and except for illness or incapacity). During the Employment Period, the Executive shall be those assigned to Employee by not engage in any business activity which, in the Chief Executive Officer or the Chairman reasonable judgment of the Board or the board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf directors of the Company or set salaries for any corporate employee without (excluding the prior approval Executive if he should be a member of the Board at the time of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereofsuch determination), Employee agrees that during conflicts with the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t duties of the CompanyExecutive hereunder, without prior written permission from the Company. Notwithstanding the foregoingwhether or not such activity is pursued for gain, Employee may serve on corporate, civic profit or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Companyother pecuniary advantage. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant During the Employment Term, the Employee shall serve as Chief Executive Officer and President. The Employee shall have such duties, functions, responsibilities, and authority as are from time to time delegated to the Bylaws of the Company, Employee by the Board of Directors of the Company has elected Employee as Vice-President (the “Board”) or are otherwise consistent with the duties, responsibilities and authority of the executive office held by the Employee; provided that with respect to any specifically delegated duties, functions, responsibilities and authority, such duties, functions, responsibilities, and authority are reasonable and customary for a person serving in the office/position of a public company comparable to the Company. (b) During the Employment PeriodTerm, the Employee shall report shall: (i) devote substantially all of his time during normal business hours to the Board of Directors business of the Company. Employee's services will , fulfill his duties and obligations under this Employment Agreement and use his best efforts, judgment and energy to perform, improve and advance the business and interests of the Company in a manner consistent with the duties of his position; provided, however, that Employee shall not be performed at prevented from serving as a member of the location designated board of directors of a corporation if the Company determines that such membership is not adverse to its interests; (ii) not engage in any business activities that are directly or indirectly competitive with any business conducted by the Board Company or any of Directorsits subsidiaries or affiliates; (iii) observe and carry out such reasonable rules, regulations, policies, directions and restrictions as may be established from time to time by the Board, including but not limited to, the standard policies and procedures of the Company as in effect from time to time; and (iv) do such traveling as may be required in connection with the performance of such duties and responsibilities. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time this Employment Agreement contains a non-disclosure of proprietary information and non-competition provisions, and the Employee agrees to time comply with these provisions. The Employee understands that entering into and he further acknowledges that complying with these provisions is a condition to the Employee’s continued employment with the Company retains and that failure to comply with the flexibility to assign various types terms 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 Directorsthese provisions may result in immediate termination from employment. (d) Excluding periods of vacation and sick leave to which In connection with the Employee’s employment by the Company under this Employment Agreement, the Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during shall be based at the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t principal executive offices of the Company, without prior written permission from located as of the Companydate hereof in San Antonio, Texas, except for such reasonable travel or field work as the performance of the Employee’s duties in the business of the Company may require. Notwithstanding the foregoing, Employee may serve on corporatethe Board may, civic or charitable boards or committees so long as such activities do not materially interfere with in its discretion, determine to relocate the performance principal offices of Employee's duties and responsibilities the Company for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other any necessary business expenses incurred by him in connection with the Company's businesspurpose, and Employee doing so shall keep such receipts and maintain such records as required by not be a breach of this Employment Agreement. South Texas Oil Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.▇▇▇▇▇▇▇ Employment Agreement June 2008

Position and Duties. (a) Pursuant to the Bylaws The Executive shall serve as President, Chief Executive Officer and Chairman of the Company, the Board of Directors of the Company has elected Employee with the responsibility and authority to manage and supervise the Company's operations in the ordinary course of its business and shall have such responsibilities, duties and authority as Vice-President are generally associated with each such position and as may from time to time be assigned to the Executive by the Board that are consistent with such responsibilities, duties and authority, provided, that the Executive shall at all times be senior to every other employee and director of the Company and its affiliates. The Executive's services shall be performed primarily at the Company's headquarters office in the New York City metropolitan area. (b) During The parties acknowledge that the Employment Period, Employee shall report to Executive is the Chief Executive Officer and Chairman of the Board of Directors of the Company. Employee's services Alpine and that he 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 Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that allocate his duties may vary from time to time and he further acknowledges that efforts between the Company retains and Alpine as he sees fit in his good faith business judgment. Subject to the flexibility to assign various types of duties to Employee. Employee does not have foregoing, during the authority to enter into Term, and excluding 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 the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee the Executive agrees that to devote reasonable attention and time during normal business hours to the Employment Period he shall devote his full business time and affairs of the Company and, to his the extent necessary to discharge the responsibilities as described herein and shall assigned to the Executive hereunder, to use the Executive's reasonable best efforts to perform such responsibilities faithfully and efficiently and such responsibilities. During the Term it shall not be a violation of this Agreement for the Executive to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may (A) serve on corporate, civic or charitable boards or committees committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions, (C) manage personal investments, and (D) serve as Chief Executive Officer and Chairman of the Board of Directors of Alpine (and in any other positions with Alpine and its affiliates as Executive deems appropriate) so long as such activities do not materially significantly interfere with the performance of Employeethe Executive's duties responsibilities as an employee of the Company in accordance with this Agreement and responsibilities for are not directly competitive with the operating businesses of the Company. (e) 's subsidiaries. The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection continue to nominate the Executive as a director of the Company during the term hereof consistent with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the CompanyBy-Laws.

Position and Duties. (a) Pursuant to Commencing on the Bylaws date hereof and for the remainder of the Employment Period, the Executive shall serve as the President and Chief Executive Officer of the Company, . The Executive shall report directly to the Board of Directors of the Company has elected Employee (the "Board") and shall have such duties and authority, consistent with his position as Vice-the President and Chief Executive Officer of the Company, as shall be assigned to him from time to time by the Board. The Executive's powers and authority shall be superior to those of any other officer or employee of the Company and all employees of the Company shall report to the Executive or his designees. (b) The Board shall appoint the Executive to the Board as a Class II director effective on the date hereof to hold office until the Company's 2003 annual meeting of stockholders or until his successor shall have been duly elected and qualified. The Board shall thereafter nominate and recommend the Executive for election to the Board, and shall use its best efforts to cause Executive to be elected and reelected to membership on the Board through the remainder of the Employment Period. The Executive shall serve on the Board for no additional compensation or fees. The Executive shall also serve, if requested by the Board, as an executive officer and director of subsidiaries and a director of associated companies of the Company for no additional compensation or fees. (c) During the Employment Period, Employee shall report to the 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 Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding 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 the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee the Executive agrees that during the Employment Period he shall to devote his full entire working time, attention and energies to the business time and affairs of the Company and to use his responsibilities as described herein and shall best efforts to perform such responsibilities faithfully and efficiently and such responsibilities. The Executive shall be entitled to the best not less than four (4) weeks of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t paid vacation during each calendar year of the CompanyEmployment Period. (d) During the Employment Period, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially substantially interfere with the performance of Employee's his duties and responsibilities for to the CompanyCompany hereunder, the Executive may engage in activities relating to personal matters (including personal and financial matters) and in industry, civic and charitable activities, including membership on charitable boards of directors or trusteeships of non-affiliated companies and organizations. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant During the Employment Period, the Executive shall serve as Chief Executive Officer of the Company with the appropriate authority, duties and responsibilities as are customarily attendant to such position at other similarly situated companies with significant private equity ownership, subject, in all instances, to the Bylaws general supervisory power of the Company’s board of directors (the “Board”) under applicable corporate law. During the Employment Period, the Board of Directors Executive shall serve as a member of the Company has elected Employee as Vice-President management committee of V.G.A.T. Investors, LLC (“Parent”) and the Board. Upon the termination or expiration of the CompanyEmployment Period, Executive shall resign as a member of the management committee, board of directors or any equivalent body of Parent and its subsidiaries, as the case may be and such obligation to resign shall survive the termination of this Agreement. (bi) During the Employment Period, Employee Executive shall report solely and directly to the 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 Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding 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 the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee Executive agrees that during the Employment Period he shall to devote substantially all of his full business time and attention to his responsibilities as described herein the business and shall affairs of the Company and to use the Executive’s reasonable best efforts to perform such responsibilities faithfully and efficiently the duties and responsibilities assigned to Executive hereunder; provided that Executive shall be entitled to serve on the board of directors of Argo-Tracker Corporation to the extent that the management committee of Parent determines in its reasonable discretion that such service does not materially detract from the Executive’s performance of his duties hereunder. (ii) The Executive represents and warrants to the Company (A) that he is able to enter into this Agreement, that his ability to enter into this Agreement and to the best fully perform his duties of his abilities. Employee will employment are not work as an employee of limited to or restricted by any agreements, understandings instruments, orders, judgments or decrees to which Executive is a party or by which he is bound, (B) Executive is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other person, businessand (C) upon the execution and delivery of this Agreement by the Employer, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. For the purposes of this Agreement, the term “person” means any natural person, corporation, partnership, limited liability partnership, limited liability company, or entity, including self-employment, while t any other entity of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Companyany nature. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant to During the Bylaws Term, the Executive shall serve as the Chief Executive Officer of the CompanyCompany with such duties and responsibilities as are customarily assigned to such position, and such other duties and responsibilities not inconsistent therewith as may from time to time be assigned to him by the Board of Directors of the Company has elected Employee as Vice-President (the “Board”). As of the Effective Date, the Company shall cause the Executive to be appointed to the Board. Thereafter, while Executive is employed during the Term, the Company shall cause the Executive to be included in the slate of persons nominated to serve as directors on the Board and shall use its best efforts (including, without limitation, the solicitation of proxies) to have the Executive elected and reelected to the Board for the duration of the Term. The Executive shall serve as Chairman of the Board during the Term if so requested by the Board, it being understood that the Board may appoint a non-executive Chairman from time to time during the Term, in its discretion and that any such appointment shall not constitute an event described in Section 4(c). Upon any termination of his employment with the Company, the Executive shall promptly resign from the Board and from all other positions he holds with the Company and its affiliates, unless otherwise agreed to by the Board. While Executive is employed during the Term, the Executive shall report to the Board. (b) During the Employment PeriodTerm, Employee shall report to the 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 Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business attention and time to his responsibilities as described herein the business and affairs of the Company and shall perform such use the Executive’s reasonable best efforts to carry out the responsibilities assigned to the Executive under this Agreement faithfully and efficiently and to the best of his abilitiesefficiently. Employee will It shall not work as an employee of any other person, business, or entity, including self-employment, while t be considered a violation of the Companyforegoing for the Executive to manage his personal investments, without prior written permission from the Company. Notwithstanding the foregoing, Employee may to serve on corporatethe board or similar body of industry, civic or charitable boards organizations, or committees to serve on one corporate board or committee other than the Board (an “Outside Board”), so long as such activities do not materially significantly interfere with the performance of Employee's the Executive’s responsibilities as an executive officer of the Company in accordance with this Agreement and do not create a conflict of interest with his duties and responsibilities for hereunder. The Executive shall secure the Companyconsent of the Board (which consent shall not be unreasonably withheld) prior to accepting an Outside Board position. Notwithstanding the foregoing, the Executive shall be permitted to continue his current activities with the organizations set forth on Exhibit A hereto. (ec) The Company During the Term, the Executive shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with be based at the Company's business’s principal headquarters in Charlotte, and Employee North Carolina, except for travel reasonably required for the performance of the Executive’s duties hereunder. (d) During the Term, the Executive shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed comply with any stock ownership guidelines adopted by the Chief Company and in effect with respect to the Executive Officer from time to ensure that such expenses constitute ordinary and necessary business expenses of the Companytime.

Position and Duties. (a) Pursuant On the Effective Date, you will cease to the Bylaws of the Company, the Board of Directors be a regular full time employee of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, Employee shall report but you will continue to the Board of Directors of the Company. Employee's services will be performed at the location designated employed by the Board Company as an employee in a part time special assignment position, with the title of Directors. (c) The duties of Employee shall be those assigned Special Advisor to Employee by the Chief Executive Officer or the Chairman ("CEO")or his successor (collectively "Your Supervisor"). You will also resign as an officer of the Board Company (but not as a director) and as an officer and/or director any of Directorsits subsidiaries or affiliates on the Effective Date. Employee acknowledges In connection with resigning your offices, you agree to execute and return to the Company with this Agreement two signed, undated original resignation letters on Company letterhead in the forms provided in Appendices A through _to this Agreement. Appendices A through _are hereby incorporated into and made part of this Agreement by reference. In addition, you agree to take all such further steps as the Company may reasonably deem necessary or appropriate in order to accomplish the official formalities of your resignation of the officer and/or director positions that his you hold with the Company's subsidiaries or affiliates, including but not limited to executing board resolutions. As Special Advisor to the CEO, you will have any or all of the following duties and responsibilities as determined by Your Supervisor in his/her discretion: 1. advising the CEO regarding the Company's financial affairs; 2. providing assistance with the Company's investor relations program; 3. assisting with the evaluation and integration of business acquisitions; and 4. assisting Your Supervisor in such other matters that are consistent with your background and experience as Your Supervisor may vary assign you. The times and places where this work will be performed will be at your choosing unless otherwise requested by Your Supervisor. Your Supervisor will assign matters to you from time to time and he further acknowledges that you will provide Your Supervisor with written or oral reports as reasonably, requested by Your Supervisor (or if not requested by Your Supervisor, then periodically, but not less frequently than annually) detailing your progress toward accomplishing the Company retains tasks and directives given to you by Your Supervisor. You will also provide additional reports and materials, upon reasonable request by Your Supervisor. Your Supervisor will evaluate your performance. Your Supervisor will control and direct the flexibility to assign various types of duties to Employeemanner (including the order) in which you perform the services under this Agreement, including the details and means by which you provide your services. Employee does not have the authority to enter into any contracts on behalf You will be an employee of the Company for all purposes during the term of this Agreement and will not be an independent contractor. The position of Special Advisor to the CEO, is a part time special assignment position in which you will be required to work a minimum of ten (10) hours per month, however, you also agree that, to the extent that Your Supervisor requests, you will work up to twenty (20) hours per month. You will not be required to work more than twenty (20) hours per month , however, in the event that you do work more than twenty (20) hours per month, then you will receive no additional compensation or benefits for such additional work. If, in any month, Your Supervisor does not specifically assign you a sufficient amount of work to meet your minimum hour requirement, you will satisfy your minimum requirement by independently researching and evaluating developments and trends in your areas of responsibility, as set salaries forth above, and reporting your findings to Your Supervisor. Your time spent on business travel at the Company's request (but not commuting to and from your residence to the Company's New York City headquarters) shall count toward your ten hour minimum monthly work requirement under this Agreement. If requested by Your Supervisor, you agree to attend certain meetings or programs related to your area of expertise, so long as such meeting or program does not unreasonably interfere with your other activities. Furthermore, from time to time, your duties may require you to travel and attend meetings at various locations, and you agree that no reasonable request by Your Supervisor for travel or attendance at meetings will be refused. Your Supervisor will work with you in scheduling any corporate employee without such business trips or meetings so that they do not unreasonably interfere with your other activities. The Company will reimburse you for your reasonable travel expenses pursuant to the prior approval reimbursement policy(ies) in place at the Company at the time you incur such expenses. You will maintain an accurate and contemporaneous log showing the time you have spent performing the foregoing services and this log shall be deemed conclusive evidence of the Board time spent. Your Supervisor, at any time, may request a copy of Directors. (d) Excluding periods your log and you agree to provide such a copy within a reasonable period of vacation and sick leave time after the request is made. We have agreed that your part time special assignment will continue until December 31, 2004, subject to which Employee is entitled earlier termination by you or the Company as set forth in Section 3(d) hereof3 of this Agreement. During the Term, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities except as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will set forth herein, you may not work as an employee of be employed by any other personperson or company, business, or entity, including self-employment, while t of other than the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's businessprior written approval, which shall not be unreasonably withheld. You may, however engage in the following activities without the Company's prior approval, provided that the three conditions listed below are met. The permissible activities are: teaching, sitting on boards of directors or advisory committees of other companies and providing services to other companies either as a consultant or an employee. These listed activities are permissible provided that each (1) is performed outside the fields of publishing, licensing and entertainment, (2) does not violate the provisions of Section 5.2 herein, and Employee shall keep such receipts (3) does not interfere with your duties under this Agreement. You also agree that, during the term of this Agreement and maintain such records as required by Company policy. All requests for reimbursement one year after the termination of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses your employment, you will not induce any employee of the CompanyCompany to leave the employ of the Company or otherwise solicit for employment or affiliation, including as an independent contractor, any officer, director, or employee of the Company or its subsidiaries.

Position and Duties. (a) Pursuant Henceforth, the Company hereby employs Employee as its Executive Vice President and Chief Financial Officer, pursuant to the Bylaws terms of this Agreement commencing as of the Effective Date for the "Term of Employment" (as herein defined below). Employee shall devote his best efforts and his full business time and attention to the performance of the services defined by the by-laws of the company, services customarily incident to such office and position and to such other services of a senior Employee nature as may be reasonably assigned by the Chief Executive Officer or requested by the Board of Directors (the "Board") of the Company which may include services for one or more subsidiaries or affiliates of the Company, . Employee shall in his capacity as an employee of the Company be responsible to and obey the reasonable and lawful directives of the Chief Executive Officer and the Board of Directors of the Company has elected Employee as Vice-President of the CompanyHyperdynamics Corporation. (b) During the Employment Period, Employee shall report devote his full time (as defined below) and attention to such duties, except for sick leave, periodic personal trips and vacations as determined not to conflict with the Board material operations of Directors the Company, and excused leaves of absences otherwise. Employee shall use his best efforts during the Term of Employment to protect, encourage, and promote the interests of the Company. Full time with respect to this agreement is understood to credit the Employee for his on-call status with regard to managing employees located around the world and recognizing that the Employee's services will ’s hours of specific work for the company are not limited to any specific range of time during a work day but can be performed at accomplished around the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee clock and on weekends and/or holidays if deemed necessary by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time himself, and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his certain responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel’s responsibilities, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed approved by the Chief Executive Officer to ensure that such expenses constitute ordinary Officer, may be done at any physical location including Employee’s home. As approved by the Chief Executive Officer, the company may establish full home computer system and access communications capabilities for Employee as deemed necessary business expenses by mutual agreement of the Chief Executive Officer and Employee. The principal duties of the employee are described in Attachment A. (c) Notwithstanding paragraph 2(b), Employee shall be entitled to sit as a director on other boards of directors and contacts with certain companies so long as doing so presents no conflicts of interest with Employee's performance of his duties or his positions at the Company, as determined and approved by the board of directors.

Position and Duties. (a) Pursuant to During the Bylaws Employment Period, the Executive shall serve as the President and Chief Executive Officer of the Company, reporting to the Board, 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 him from time to time by the Board with notice of Directors of such assignment being provided to the Company has elected Employee as Vice-President of the CompanyExecutive in writing. (b) During the Employment Period, Employee the Executive shall report be nominated to serve as a member of the Board, subject to the Board of Directors Executive's election in accordance with the By-Laws of the Company. Employee's services will be performed at If either party terminates this Contract or provides notice of termination, Executive agrees to immediately resign from the location designated by the Board of DirectorsBoard. (c) The duties of Employee shall be those assigned to Employee by During the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time Employment Period, and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding 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 the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee agrees that during the Employment Period he Executive shall devote his full full-time efforts to the business time and affairs of the Company and use his best efforts to his responsibilities as described herein and shall perform carry out such responsibilities faithfully and efficiently and to the best of his abilitiesefficiently. Employee will It shall not work as an employee of any other person, business, or entity, including self-employment, while t be considered a violation of the Company, without prior written permission from foregoing for the Company. Notwithstanding the foregoing, Employee may Executive to (i) serve on corporate, civic or charitable boards or committees committees, (ii) deliver lectures or fulfill speaking engagements, or (iii) manage personal investments, so long as such activities do not materially interfere with the performance of Employeehis responsibilities as an executive employee of the Company in accordance with this Agreement or violate the provisions of Section 8 of this Agreement. Executive agrees to provide the Board with notice from time to time of Executive's duties positions on any such corporate, civic or charitable boards or committees. It is agreed and responsibilities understood that any compensation paid or payable to Executive for agreeing to serve, or serving as, a member of the Companyboard of any entity shall be paid over by Executive to the Company immediately upon receipt. (ed) The Company Executive's services shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with be performed primarily at the Company's businessoffices in Toronto, Ontario and in Seattle, Washington, and Employee shall keep such receipts require business travel commensurate with Executive's responsibilities and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Companyposition.

Position and Duties. 1.1 During the Employment Term (a) Pursuant to the Bylaws as defined below), Employee shall serve as Chief Executive Officer of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, Employee shall report reporting directly to the Board of Directors of company. Employee shall have responsibility for the overall day-to-day oversight and management of the Company. Employee's services will be performed at , subject to the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman supervision of the Board of Directors. Employee acknowledges that his duties may vary from time to time Directors and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not shall have the duties, responsibilities and authority to enter into any contracts customarily associated with such position, including, but not limited to, assisting the Board of the company ("Board") in developing long term strategies for developing the company's subsidiaries, supervising all management and employees of the Company, helping in setting employee compensation, adopting budgets and such other duties for or on behalf of the Company or set salaries for any corporate Company, as are customarily assigned to the Chief Executive of companies comparable to Home Savers Holding Corporation, provided that such duties are reasonably consistent with Employee's experience and background. Employee shall also have such other responsibilities and duties consistent therewith as shall be determined from time-to-time by the Board. In that Employee is currently serving as "at will" in the capacity of Chief Executive Officer, and employee without the prior approval of the Board of Directorsagrees to maintain additional duties until such time as new officers and employees are appointed. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof1.2 During the Employment Term, Employee agrees that during shall serve the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities Company faithfully and efficiently and to the best of his abilities. Employee will not work as an employee ability and shall devote substantially all of any other personhis business time, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with attention and efforts to the performance of such duties as may be assigned to him from time to time by the Chairman of the Board. Employee shall confer with the Chairman of the Board and must have the written approval of the board prior to any mergers, acquisitions or significant contracts by the company or prior to entering into any new financial agreements in behalf of the company outside of the normal day to day responsibilities of the CEO. 1.3 Employee expressly represents and warrants to the Company that Employee is not a party to any contract or agreement and is not otherwise obligated in any way, and is not subject to any rules or regulations, whether governmentally imposed or otherwise, which will or may restrict in any way the Employee's ability to fully perform his duties and responsibilities under this Agreement. Employee further expressly represents and warrants that he is eligible to work in the United States and shall take all necessary action to comply with requests for the Companyverification of employment eligibility. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment 1. 4Employee will perform his duties and other business expenses incurred by him in connection with responsibilities located at the Companycorporate headquarters or elsewhere within reason to perform the position's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Companyresponsibilities.

Position and Duties. (a) Pursuant to During the Bylaws of the CompanyTerm, the Board of Directors Executive shall serve as the President and Chief Operating Officer of the Company has elected Employee with such duties and responsibilities as Vice-President of the Company. (b) During the Employment Period, Employee shall report to the 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 are customarily assigned to Employee such positions, and such other duties and responsibilities not inconsistent therewith as may from time to time be assigned to him by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval Board. During the Term, the Company shall cause the Executive to be included in the slate of persons nominated to serve as directors on the Board and shall use its best efforts to have the Executive elected and reelected to the Board. If the Executive is not elected or reelected as a member of the Board of Directorsit shall not constitute Good Reason under Paragraph 4(c) hereunder. (d1) Excluding During the Term, and excluding any periods of vacation and sick leave to which Employee the Executive is entitled entitled, and except as set forth in Section 3(d) hereofmay be otherwise authorized by the Board, Employee agrees that during the Employment Period he Executive shall devote substantially all of his full attention and time during business time hours to his responsibilities as described herein the business and affairs of the Company and shall perform carry out such responsibilities faithfully and efficiently and to the best of his abilitiesefficiently. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee The Executive may serve on corporate, industry, civic or charitable boards or committees and committees, so long as the Executive secures the prior written consent of the Board to engage in such activities, which consent will not be unreasonably withheld, and Exhibit A attached hereto contains a list of such current activities do not materially interfere which are all hereby approved. (2) Other than for periods spent traveling in connection with the performance of Employeethe Executive's duties and responsibilities for hereunder, the Company. (e) The Executive shall be based in Columbia, South Carolina. During the Term, the Company shall reimburse Employee for reasonable travel, lodging, entertainment provide the Executive with an executive apartment in the Columbia area (which shall be reasonably acceptable to Executive) and other business shall pay the customary temporary living expenses incurred by him in connection (including all transportation costs) associated with the CompanyExecutive's business, stay in the Columbia area. The aggregate cost to the Company shall not exceed $3,500 per month for living expenses plus $25,000 per year for taxation on transportation. The Executive shall provide the Company with acceptable documentation substantiating such living expenses and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Companytax costs.

Position and Duties. (a) Pursuant to During the Bylaws Employment Period, Executive shall serve as President and Chief Operating Officer of the Company. During the Employment Period, Executive shall render such administrative, operational and other executive and managerial services to the Board of Directors Company and its affiliates (the “Company Group”) as are consistent with Executive’s position and the by-laws of the Company has elected Employee and as Vice-President the Chief Executive Officer of the CompanyCompany (the “CEO”) 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, Employee Executive shall report to the Board CEO and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of Directors illness or other incapacity) to the business and affairs of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee Executive shall be those assigned perform his duties, responsibilities and functions to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and hereunder to the best of his abilitiesabilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s policies and procedures in all material respects. Employee will In performing his duties and exercising his authority under this Agreement, Executive shall support and implement the business, operational and strategic plans approved from time to time by the CEO and shall support and cooperate with the Company’s efforts to operate in conformity with the business and strategic plans approved by the CEO. During the Employment Period, Executive shall not work serve as an employee of officer or director of, or otherwise perform services for compensation for, any other person, business, or entity, including self-employment, while t entity without the prior written consent of the Company, without prior written permission from the CompanyCEO which shall not be unreasonably withheld. Notwithstanding the foregoing, Employee Executive may serve on corporateas an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic or charitable boards or committees organizations so long as such activities do not materially interfere with the Executive’s regular performance of Employee's duties and responsibilities for the Company. hereunder in any material respect. Nothing contained herein shall preclude Executive from (ei) The Company 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 reimburse Employee for reasonable travelnot have any ownership interest (of record or beneficial) in any firm, lodgingcorporation, entertainment and partnership, proprietorship or other business expenses incurred by him in connection that competes directly with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests ’s business except for reimbursement (x) an investment of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses not more than 1.0% of the Companyoutstanding securities of a company traded on a public securities exchange or (y) investments made through public mutual funds.

Position and Duties. (ai) Pursuant to During the Bylaws Term, Employee shall serve as Senior Vice President — Human Resources of the Company. In so doing, the Board of Directors of the Company has elected Employee as Vice-President shall have such powers and duties (including holding officer positions with one or more Subsidiaries of the Company. (b) During as may be assigned from time to time by the Employment PeriodBoard, so long as such powers and duties are reasonable and customary for a senior vice president - human resources of an enterprise comparable to the Company. Employee shall report to the Board of Directors executive officer of the Company. Employee's services will be performed at Company to whom Employee currently reports or to such other executive officer of the location designated by Company as the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that determine after the Company retains date hereof (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“Reporting Officer”). (dii) Excluding During the Term, and excluding any periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereofentitled, Employee agrees to devote all of Employee’s business time to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to Employee hereunder, to (a) use Employee’s best efforts to perform diligently, faithfully, effectively and efficiently such responsibilities, (b) use Employee’s best efforts to promote the interests of the Company; (c) use Employee’s best efforts to maintain Employer’s status as a participating provider under the Medicare and Medicaid programs; and (d) perform such other duties appropriate for Employee’s position as the Board or the Reporting Officer may from time to time reasonably direct. (iii) Employee shall not engage, directly or indirectly, in any other business, investment, or activity that interferes with the performance of Employee’s duties under this Agreement, is contrary to the interests of the Company or requires any portion of Employee’s business time; provided, however, that during the Employment Period he Term, it shall devote his full business time not be a violation of this Agreement for Employee to his responsibilities as described herein and (1) serve on the board of directors (or similar governing body) of one or more other companies that do not engage in a Competing Business if the Board has provided prior approval (which shall perform not be unreasonably withheld) for such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other personservice, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may (2) serve on corporate, civic civic, charitable or charitable industry sector association boards or committees committees, (3) deliver lectures or fulfill speaking engagements and (4) manage personal investments, so long as such activities do not materially interfere with the performance of Employee's duties and ’s responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses an employee of the CompanyCompany in accordance with this Agreement.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, Employee Executive shall serve as Senior Vice President and Chief Financial Officer of the Company and shall have the normal duties, responsibilities, functions and authority of the Senior Vice President and Chief Financial 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 to Parent and its Subsidiaries (as defined herein) administrative, financial and other executive and managerial services that are consistent with Executive’s position as the Board may from time to time direct. (b) Executive shall report to the Board 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 Executive Vice President and Chief Administrative Officer, and Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time and attention (except for vacation periods consistent with past practice and reasonable periods of illness or other incapacity) to the business and affairs of Parent and its Subsidiaries. In performing his responsibilities as described herein duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and shall perform such responsibilities faithfully support and efficiently cooperate with Parent’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the best of his abilitiesbusiness and strategic plans approved by the Board. Employee will not work So long as an employee of any other person, business, or entity, including self-employment, while t of Executive is employed by the Company, Executive shall not, without the prior written permission from consent of the CompanyExecutive Vice President and Chief Administrative Officer, perform other services for compensation. Notwithstanding Unless otherwise agreed by Executive, Executive’s place of work shall be in the foregoinggreater Attleboro, Employee may serve on corporateMassachusetts metropolitan area, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities except for the Companytravel reasonably required for Company business. (ec) The Company For purposes of this Agreement, “Subsidiaries” shall reimburse Employee for reasonable travel, lodging, entertainment and mean any corporation or other business expenses incurred by him in connection with entity of which the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by securities or other ownership interests having the Chief Executive Officer voting power to ensure that such expenses constitute ordinary and necessary business expenses elect a majority of the Companyboard of directors or other governing body are, at the time of determination, owned by Parent, directly or through one or more Subsidiaries.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (bi) During the Employment Period, Employee the Executive shall serve as Chief Financial Officer of the Company and the Principal Financial Officer and the Principal Accounting Officer of the Company, and in such other position or positions with the Company and its subsidiaries as are consistent with the Executive’s position as Chief Financial Officer of the Company and the Principal Financial Officer and the Principal Accounting Officer 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 Financial Officer of the Company and the Principal Financial Officer and the Principal Accounting Officer of the Company. The Executive shall report to the 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 Chief Executive Officer or the Chairman of the Board of DirectorsCompany (the “CEO”). Employee acknowledges that his duties may vary The Executive shall work remotely from both the Executive’s home office and as reasonably requested from time to time at the Company’s principal executive offices and he further acknowledges that such other locations as needed or reasonably requested from time to time by 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 DirectorsCEO. (dii) Excluding During the Employment Period, and excluding any periods of vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee the Executive agrees that to devote reasonable attention and time during the Employment Period he shall devote his full normal business hours and on a full-time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and basis to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t business and affairs of the Company, without prior written permission from to discharge the Companyresponsibilities assigned to the Executive hereunder, and to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. Notwithstanding During the foregoing, Employee may Employment 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 (as defined below); (B) serve on corporate, civic or charitable boards, committees, or advisory boards; (C) deliver lectures, fulfill speaking engagements or teach at educational institutions; (D) manage personal investments; (E) serve on the boards of directors of not-for-profit organizations; or committees (F) serve on the boards of directors of the corporate entities on which the Executive currently serves, so long as such entities are not Competitors (as defined below) and such activities do not materially significantly interfere with the performance of Employee's duties and the Executive’s responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses an employee of the CompanyCompany in accordance with this Agreement.

Position and Duties. (a) Pursuant to During the Bylaws Employment Period, the Executive shall be employed as General Counsel of the Company, Company and shall have overall responsibility for all legal matters affecting the Company or its subsidiaries and shall have such duties and responsibilities as are customarily assigned to individuals serving in such positions and such other duties consistent with Executive's titles and positions as the Board of Directors of the Company has elected Employee as Vice-President of (the "BOARD") or the Company. (b) 's Chief Executive Officer specifies from time to time including, but not limited to, supervising all attorneys employed by the company or any of its subsidiaries, and selecting and overseeing any outside counsel retained by the Company or any of its subsidiaries. The Executive shall also be given a reasonable opportunity to review any press releases and regulatory filings to be issued or filed by the Company. The Executive, in carrying out his duties under this Agreement, shall report and be subject to the Chief Executive Officer and the Board of Directors. During the Employment Period, Employee shall report to the 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 Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding 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 vacation, holiday, personal leave and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee agrees that during the Employment Period he Executive shall devote his the Executive's full business time time, attention and ability to his responsibilities as described herein the business and affairs of the Company and shall perform such use the Executive's reasonable best efforts to carry out the Executive's responsibilities faithfully and efficiently and to the best of his abilitiesin a professional manner. Employee will It shall not work as an employee of any other person, business, or entity, including self-employment, while t be considered a violation of the Company, without prior written permission from foregoing for the Company. Notwithstanding the foregoing, Employee may Executive to (I) serve on corporate, corporate or civic boards reasonably approved by the Company or on charitable boards or committees committees, (II) deliver lectures or fulfill speaking engagements and (III) manage his or his family's personal investments, in each case so long as such activities do not materially substantially interfere with the performance of Employeethe Executive's duties and responsibilities for as an employee of the Company in accordance with this Agreement, do not violate the Company's rules and policies (or present a material conflict of interest with the Company) and do not otherwise constitute a violation of Section 6 of this Agreement. The Executive shall comply with the rules and policies of the Company that are generally applicable to the Company's senior executives. (eb) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the CompanyExecutive's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses primary office shall be reviewed by located in the Chief Executive Officer to ensure metropolitan Miami, Florida area (it being understood that such expenses constitute ordinary and necessary business expenses of the CompanyExecutive's position will require substantial travel).

Position and Duties. (a) Pursuant to The Employee shall, during the Bylaws Employment Period hereunder, serve as Principal Financial Officer (“PFO”) for the Company and shall perform the executive, administrative, and accounting duties, functions and privileges incumbent with the position of PFO and such other duties as reasonably determined by the Company, CEO or the Board of Directors of the Company has elected Employee (the “Board”) from time to time. 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, b▇▇▇ payments and maintenance of accounts payable, preparation of quarterly working papers and financial statements, serving as Vice-President a liaison with auditors and legal counsel, overseeing and implementing corporate governance procedures and protocols, preparation of the Companycorporate 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, The Employee shall will report to the Board of Directors CEO of the CompanyCompany or his designee. The Employee's services will be performed at the location designated ’s authority is subject to approval by the Board CEO of Directorsthe Company and/or the Board. (c) The duties of Employee shall be those assigned agrees to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that serve 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) hereoffaithfully, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently conscientiously and to the best of his abilities. Employee will not work as an employee her ability, and to devote all of her business time to the business and affairs of the Company (and, if requested by the CEO and/or the Board, any other person, business, subsidiary or entity, including self-employment, while t affiliate of the Company) so as to promote the profit, without prior written permission from benefit and advantage of the Company and, if applicable, any subsidiaries or affiliates of the Company. Notwithstanding The Employee shall fulfill her duties of loyalty, fidelity and allegiance to act at all times in the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities best interests of the Company and to do not materially interfere with no act which would injure the performance of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses interests or reputation of the Company. The Employee’s employment is subject to compliance with all the Company’s policies, including the Business Code of Conduct & Ethics Policy, all as may be amended from time to time.

Position and Duties. (a) Pursuant to During the Bylaws Employment Period, Executive shall serve as Senior Vice President, Operations of the Company. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its affiliates (the “Company Group”) as are consistent with Executive’s position and the by-laws of the Company and as the Chief Executive Officer (“CEO”) may from time to time reasonably direct. Executive shall also serve for no additional compensation or remuneration as an officer or director of such subsidiaries of the Company as may from time to time be designated by the CEO or the Board of Directors of the Company has elected Employee as Vice-President of (the Company“Board”). (b) During the Employment Period, Employee Executive shall report to the Board CEO and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of Directors illness or other incapacity) to the business and affairs of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee Executive shall be those assigned perform his duties, responsibilities and functions to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and hereunder to the best of his abilitiesabilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s policies and procedures in all material respects. Employee will In performing his duties and exercising his authority under this Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and shall support and cooperate with the Company’s efforts to operate in conformity with the business and strategic plans approved by the Board. During the Employment Period, Executive shall not work serve as an employee of officer or director of, or otherwise perform services for compensation for, any other person, business, or entity, including self-employment, while t entity without the prior written consent of the Company, without prior written permission from the CompanyBoard which shall not be unreasonably withheld. Notwithstanding the foregoing, Employee Executive may serve on corporateas an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic or charitable boards or committees organizations so long as such activities do not materially interfere with the Executive’s regular performance of Employee's duties and responsibilities for the Company. hereunder in any material respect. Nothing contained herein shall preclude Executive from (ei) The Company 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 reimburse Employee for reasonable travelnot have any ownership interest (of record or beneficial) in any firm, lodgingcorporation, entertainment and partnership, proprietorship or other business expenses incurred by him in connection that competes directly with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests ’s ▇▇▇▇▇▇▇-Tropsch business except for reimbursement (x) an investment of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses not more than 1.0% of the Companyoutstanding securities of a company traded on a public securities exchange or (y) investments made through public mutual funds.

Position and Duties. (a) Pursuant to During the Bylaws Initial Period, the Executive shall serve as the sole Vice Chairman of the Company, and as President and Chief Operating Officer of the Company; during the Secondary Period, the Executive shall serve as the sole Vice Chairman of the Company, and as President and Chief Executive Officer of the Company; and on and after any date during the Employment Period as of which ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ceases to be Chairman of the Company, but in no event later than December 31, 1998, the Executive also shall serve as the Chairman of the Company; in each case with such duties and responsibilities as are customarily assigned to such positions, and such other duties and responsibilities not inconsistent therewith as may from time to time be assigned to him by the Board of Directors of the Company has elected Employee as Vice-President (the "Board"). The Executive shall be a member of the CompanyBoard on the first day of the Employment Period, and the Board shall propose the Executive for re-election to the Board and for positions specified above throughout the Employment Period. (b) Until the Executive becomes Chairman, he shall report directly to the Chairman and shall be the only officer reporting directly to the Chairman. An Office of the Chairman comprised solely of the Chairman and the Executive shall be established and the principal executive officers of the Company shall report to that Office of the Chairman. (c) During the Employment Period, Employee shall report to the 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 Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding 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 the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee agrees that during the Employment Period he Executive shall devote his full reasonable attention and time during normal business time hours to his the business and affairs of the Company and, to the extent necessary to discharge the responsibilities as described herein and shall perform assigned to the Executive under this Agreement, use the Executive's reasonable best efforts to carry out such responsibilities faithfully and efficiently and to the best of his abilitiesefficiently. Employee will It shall not work as an employee of any other person, business, or entity, including self-employment, while t be considered a violation of the Company, without prior written permission from foregoing for the Company. Notwithstanding the foregoing, Employee may Executive to serve on corporate, industry, civic or charitable boards or committees committees, so long as such activities do not materially significantly interfere with the performance of Employeethe Executive's duties and responsibilities for as an employee of the CompanyCompany in accordance with this Agreement. (ed) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's businessheadquarters shall be located in New York City, and Employee the Executive shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement reside in the general area of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the CompanyNew York City.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, Employee the Executive shall serve as President and Chief Executive Officer of the Company and SK Holdco, as well as a Director on the SK Holdco Board of Directors, and in appropriate positions in the subsidiaries and affiliates of the Company, with the duties, functions, responsibilities and authority customarily associated with such positions. The Executive will report to the 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 Chief Executive Officer or the Chairman of the SK Holdco Board of Directors. Employee acknowledges that During the Employment Period, the Executive will devote substantially all of his duties may vary from attention and time to time the business and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf affairs of the Company or set salaries for Company, excluding any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee Executive is entitled as set forth entitled, and will not engage in Section 3(d) hereofany other business activities that will unreasonably interfere with the Executive’s employment pursuant to this Agreement; provided that after the first anniversary of the Effective Date the Executive may serve on the board of directors, Employee agrees and any board committee, of up to two for-profit businesses that during do not compete with the Company. During the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to Period, the best of his abilities. Employee Executive will not work as an employee of any other person, business, or entity, including self-employment, while t be based out of the Company’s offices in Plano, without prior written permission Texas, and the Executive’s services shall be performed at such locations where the Company conducts business throughout North America as the needs and exigencies of the business of the Company from time to time reasonably require. The Executive will relocate from his current residence to the Dallas or Plano, Texas area as soon as practical, but in any event within 6 months of the Effective Date. The Company will reimburse the Executive for reasonable commuting expenses for up to three months from the CompanyEffective Date. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travelprovide the standard executive relocation privileges to the Executive in accordance with Company policies in effect on the Effective Date, lodging, entertainment and other business expenses incurred by him in connection but with the Company's businessfollowing revisions: (i) the Executive’s repayment obligation shall not apply in the case of termination without Cause or resignation for Good Reason, and Employee shall keep as both such receipts and maintain such records as required by Company policy. All requests for reimbursement terms are defined in Section 5 of reasonable business expenses this Agreement; (ii) the Executive’s Miscellaneous Expense Allowance shall be reviewed equal to one month’s Salary; (iii) the Executive shall be entitled to apply for and purchase, at his sole cost, additional Replacement Cost Insurance above and beyond what the Company provides; and (iv) all relocation amounts payable to Executive that are taxable income (and not deductible) shall be grossed up for all taxes subject to Section 5(g). Any sign-on bonus paid to the Executive shall be repaid immediately by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company if an event occurs which would require the Executive to repay any relocation amounts under the Company’s policies (as amended by this Agreement)(i.e., the Executive will have no signing bonus repayment obligations if the Executive’s termination is without Cause or due to resignation for Good Reason).

Position and Duties. (a) Pursuant Executive shall serve as Chief Executive Officer of the Company and shall have the normal duties, responsibilities, functions and authority of the Chief Executive Officer, subject to the Bylaws power and authority of the Company, the ’s Board of Directors (the “Board”) to expand or limit such duties, responsibilities, functions and authority and to overrule actions of the Company has elected Employee as Vice-President 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 that are consistent with Executive’s position as the Board may from time to time direct. (b) During the Employment Period, Employee Executive shall report directly to the Board and Executive shall devote his best efforts and substantially all of Directors his business time and attention (except as may be reasonably required by Executive to perform his duties and responsibilities as a managing director of Samsonite Europe N.V. and 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 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 Board, actively engage in any other employment, occupation or consulting for any direct or indirect compensation, excluding his engagement as a managing director of Samsonite Europe N.V.; provided that Executive may continue to serve in his current capacity on the board of directors of the Italian company, R▇▇▇▇, so long as such service does not require Executive to spend more than 7 days per annum engaged in such activities (the “R▇▇▇▇ Days”). Executive’s place of work shall be initially a location in the European Union and will vary subject to the needs of the Company’s business and the reasonable discretion of the Board. Employee's services will be performed at Notwithstanding the location designated preceding sentence and subject to paragraph 6(i), Executive acknowledges and agrees that once a permanent operational headquarters has been established for the Company by the Board (the “Headquarters”) he will relocate to the Headquarters and that the terms of Directorsthis Agreement shall continue after such relocation. (c) The duties For purposes of Employee this Agreement, “Subsidiaries” shall be those assigned mean any corporation or other entity of which the securities or other ownership interests having the voting power to Employee by the Chief Executive Officer or the Chairman elect a majority of the Board board of Directors. Employee acknowledges that his duties may vary from directors or other governing body are, at the time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereofdetermination, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of owned by the Company, without prior written permission from directly or through one or more subsidiaries of the Company. Notwithstanding the foregoingpreceding sentence, Employee may serve on corporatefor purposes of this Agreement, civic “Subsidiaries” shall not include Samsonite Europe N.V. or charitable boards any corporation or committees so long as such activities do not materially interfere with other entity of which the performance of Employee's duties and responsibilities for securities or other ownership interests having the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer voting power to ensure that such expenses constitute ordinary and necessary business expenses elect a majority of the Company.board of directors or other governing body are, at the time of determination, owned by Samsonite Europe N.V., directly or through one or more subsidiaries of Samsonite Europe N.V.

Position and Duties. (ai) Pursuant Upon the Start Date, the Executive shall commence employment with Alkermes. The Executive’s role at Alkermes will be as a Strategic Advisor reporting to the Bylaws Chief Executive Officer of Alkermes (the Company“Alkermes CEO”). Prior to the Mural Effective Date, the Executive will have the right to attend, as an observer, any portion of meetings of the Board of Directors of Alkermes plc (the Company has elected Employee as Vice“Alkermes Board”) at which discussions regarding the Spin-President Off are held and Alkermes shall provide the Executive reasonable advance notice of the Companyany such meeting. (bii) During As of the Employment PeriodMural Effective Date: (A) The Executive’s employment with Alkermes will automatically end, Employee shall report without further liability to Alkermes except with respect to any earned but unpaid compensation owed by Alkermes to Executive or as otherwise specifically provided in this agreement, and the Executive’s employment with ▇▇▇▇▇ will begin; (B) the Executive will assume the role of Mural plc’s President & Chief Executive Officer (referred to herein as the “Mural CEO”) on a full time basis; (C) Mural Oncology plc’s Board of Directors (the “Mural Board”) will nominate and recommend to the shareholders of Mural Oncology plc that the Executive be elected to serve as a member of the Company. Employee's services will be performed Mural Board upon the Mural Effective Date and whenever the Executive is scheduled to stand for election or stands for reelection to the Mural Board at the location designated by the Board any of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that Mural plc’s annual shareholder meetings during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees Term for so long as such activities do not materially interfere Executive is the CEO of Mural, with the performance Executive serving as a member of Employee's duties and responsibilities Mural’s Board for the Company.no additional compensation; and (eiii) The Company the Executive shall reimburse Employee for reasonable travel, lodging, entertainment devote the Executive’s full working time and other efforts to the business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses affairs of the CompanyEmployer, subject to the exceptions described in Section 4 of Exhibit B and Exhibit C hereto.

Position and Duties. (a) Pursuant Executive will continue to be the Chief Executive Officer of SMG. As CEO, Executive shall perform such executive, supervisory, managerial and consulting services to the Bylaws Company commensurate with his position as the Company may from time to time reasonably request. (b) The Company is finalizing its internal plans to form a new Management Board, referred to as Publicis Groupe Media to fortify its media assets, including the SMG and ZOG media operations. Executive shall be a member of the Company, P-12 and serve on the Management Board of Directors Publicis Groupe Media . R▇▇▇▇ ▇▇▇▇▇ shall be Chairman of Publicis Groupe Media. When M▇. ▇▇▇▇▇ retires, Executive shall, in addition to his duties herein, succeed M▇. ▇▇▇▇▇ as Chairman. As Chairman of Publicis Groupe Media, Executive shall be the most senior executive directly responsible for the management and operation of Publicis Groupe Media. In these roles, Executive shall perform such executive, supervisory, managerial and consulting services to the Company as are commensurate with his position as the Company may from time to time reasonably request. (c) Subject to the rights and benefits of Executive under the terms of this Agreement, SMV agrees to employ Executive during the Term, to make Executive’s services available to the Company to be a member of the Company has elected Employee P-12 and to serve as Vice-President a member, and later Chairman, of the Management Board of Publicis Groupe Media, and to provide such compensation and benefits to Executive as are contained in this Agreement or as later directed by the Company. (bd) During the Employment Period, Employee Executive shall report devote his full time and attention to the 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 Business and shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that not perform work outside 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) hereofCompany. However, Employee agrees that during the Employment Period he shall Executive may devote his full business reasonable time to his responsibilities activities such as described herein supervision of personal investments and shall perform such responsibilities faithfully activities involving professional, charitable, educational, religious and efficiently similar types of activities, speaking engagements and to the best membership on other boards of his abilities. Employee will not work as an employee of any other persondirectors, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as provided such activities do not materially interfere in any material way with the performance business of Employee's duties the Company and responsibilities for are consistent with the terms of this Agreement; provided that, Executive cannot serve on the board of directors of a publicly-traded company without the Company’s written consent. The time involved in such activities shall not be treated as vacation time. Executive shall be entitled to keep any amounts paid to him in connection with such activities (e.g., director fees and honoraria). (e) The Company Executive agrees that he shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's businessabide by, and Employee shall keep such receipts conduct business in accordance with and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary subject to, all applicable policies and necessary business expenses procedures of the Company, including all employee and ethical policies of the Company, and all client conflict-of-interest policies applicable to the Company or to subsidiaries of the Company generally, as such policies may exist from time to time. Executive also understands and agrees that the business and affairs of Publicis Groupe Media shall be conducted in accordance with Publicis Corporate Policies (“PCP’s”) and the Company’s strict legal and ethical standards, including, without limitation, compliance with all commercial, tax, labor and other laws (including the U.S. Foreign Corrupt Practices Act).

Position and Duties. (a) Pursuant to During the Bylaws Term, Employee shall serve as Chief Executive Officer and a Director of the Company, the Board of Directors of the Company has elected Employee perform such duties as Vice-President of the Company. (b) During the Employment Period, Employee shall are consistent with his position and report to the Board of Directors of the Company. Employee's services will be performed at During the location designated by Term, Employee shall also hold such additional positions and titles as the Board of Directors. Directors of the Company (cthe “Board”) The duties of may determine from time to time. During the Term, Employee shall be those assigned devote as much time as is necessary to Employee by satisfactorily perform his duties as the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding Without limitation of the foregoing, the Company hereby acknowledges that it consents to Employee’s participation in those outside activities described on Exhibit A hereto. Employee may serve on corporate, engage in any civic or charitable boards or committees and not-for-profit activities so long as such activities do not materially interfere with the performance of Employee's his duties and responsibilities for hereunder or present a conflict of interest with the Company. (e) . During the Term of this Agreement, Employee agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known by the Employee to be adverse or antagonistic to the Company, its business or prospects, its financial position, or otherwise or in any company, person or entity that is, directly or indirectly, in competition with the business of the Company or any of its affiliates. The Company shall reimburse nominate Employee, and use its best efforts to have Employee for reasonable travelelected, lodgingto the Board of Directors of the Company (the “Board”) throughout the Term of this Agreement and, entertainment subject to the fiduciary duties of the Board and other business expenses incurred by the Nominating Committee to act in the best interests of the stockholders, shall include him in connection with the Company's businessmanagement slate for election as a director at every stockholders meeting during the Term at which his term as a director would otherwise expire. Employee agrees to accept election, and Employee shall keep such receipts and maintain such records to serve during the Term, as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses director of the Company. On termination of Employee’s employment, regardless of the reason for such termination, Employee shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that Employee may hold in the Company or any affiliate, unless otherwise agreed in writing by the parties.

Position and Duties. (a) Pursuant From the Effective 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 the Bylaws of time to Executive by the Company’s Chief Executive Officer, the Board of Directors (the “Board”) and Executive Committee of the Company has elected Employee as Vice-President 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) During Following the Employment Periodappointment of a permanent Chief Financial Officer, Employee Executive shall report serve as the Senior Vice President, Finance 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 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 Directors officers of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee Executive shall be those assigned devote Executive’s full-time energies and attention to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time business and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf affairs of the Company and its Subsidiaries. Executive shall perform Executive’s duties, responsibilities and functions to the Company and its Subsidiaries hereunder in a diligent, trustworthy, professional, ethical and efficient manner and shall comply with the policies and procedures of the Company and its Subsidiaries and will cooperate fully with the Board in the advancement of the best interests of the Company. 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 set salaries 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 corporate employee without non-profit organization, so long as such membership does not interfere materially or conflict with Executive’s obligations to the prior approval of Company or any Subsidiary; or (ii) as otherwise agreed by the Board of Directorsin writing. (d) Excluding periods For purposes of vacation and sick leave this Agreement, “Subsidiary” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t elect a majority of the Companyboard of directors or other governing body are, without prior written permission from the Company. Notwithstanding the foregoingnow or hereafter, Employee may serve on corporate, civic owned directly or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for indirectly by the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (ai) Pursuant The Executive shall serve as Chief Executive Officer of the Employer and shall perform customary and appropriate duties as may be reasonably assigned to the Bylaws of the Company, Executive from time to time by the Board of Directors of the Company has elected Employee Employer (the “Board”). The Executive shall have such responsibilities, power and authority as Vice-President those normally associated with the position of Chief Executive Officer of public companies of a similar stature to the Employer. The Executive shall report solely and directly to the Board. The Executive shall serve on the Board on the Effective Date, and shall be nominated for reelection to the Board at each subsequent meeting of the CompanyEmployer’s shareholders occurring during the Employment Period at which the Executive’s Board seat is up for election. The Executive shall serve as Chairman of the Board until he is replaced as Chairman by the affirmative vote of a majority of the Board (without the Executive voting). The Executive’s service on the Board shall be without compensation other than that herein provided. Unless otherwise requested by a majority of the Board (other than the Executive), upon the cessation of the Executive’s employment with the Employer for any reason, the Executive shall resign from the Board. (bii) During the Employment Period, Employee shall report to the 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 Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding 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 the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee the Executive agrees that during the Employment Period he shall to devote his exclusive and full professional time and attention to the business time and affairs of the Employer and, to his the extent necessary to discharge the responsibilities as described herein and shall assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Companysuch responsibilities at reasonably appropriate locations. Notwithstanding the foregoing, Employee may during the Employment Period, it shall not be a violation of this Amended and Restated Agreement for the Executive (A) to serve on corporatecivic, civic industry or charitable boards or committees committees, or to deliver lectures, fulfill speaking engagements or teach at educational institutions and manage personal investments, (B) to serve on up to one (1) non-conflicting outside boards, so long as such activities do not materially interfere with the performance of Employee's duties the Executive’s responsibilities in accordance with this Amended and responsibilities for Restated Agreement or violate Section 7 of this Amended and Restated Agreement, (C) to perform his obligations under the Company. Commitment Agreement dated as of October 1, 2019, among Watermark Capital Partners, LLC (e) The Company shall reimburse Employee for reasonable travel“Watermark Capital”), lodgingC▇▇▇▇ Watermark Investors Incorporated, entertainment the Employer and other business expenses incurred by him in connection with the Company's businessExecutive, and Employee shall keep such receipts (D) perform as asset manager under the Asset Manager Agreement, dated December 1, 2009, as amended, between Hotel Operator (MN) TRS 16-87 Inc. and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by Watermark Capital and the Chief Executive Officer to ensure that such expenses constitute ordinary Asset Management Agreement, dated October 3, 2017, between Shelbourne Operating Associates LLC and necessary business expenses of the CompanyWatermark.

Position and Duties. (a) Pursuant Executive shall serve as the President and CEO and shall have the duties, responsibilities, and authority typically associated with such positions (collectively, the “Services”). The Services are subject to the Bylaws authority of the Company, the Board of Directors of the Company has (the “Board”) to provide oversight and direction with respect to such duties, responsibilities, and authority, either generally or in specific instances. Executive shall also be appointed to the Board on or as soon as is reasonably practicable following the Effective Date. Thereafter, Executive will be subject to election to the Board by the shareholders of the Company and to removal in accordance with the Company’s Fourth Amended and Restated Bylaws, as such may be amended or restated from time to time, it being expressly understood and agreed that: (i) such removal or failure to be elected Employee from the Board shall not constitute “Good Reason” (as Vicehereinafter defined); and (ii) Executive shall promptly resign from the Board upon the termination of Executive’s employment with the Company for any reason. (b) Executive shall devote Executive’s reasonable best efforts and Executive’s full professional 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 respective subsidiaries and affiliates. Executive shall perform Executive’s duties and responsibilities to the best of Executive’s abilities in a diligent, trustworthy, and business-President like manner. Notwithstanding the foregoing: (i) Executive may serve on one or more non-profit boards of directors; and (ii) beginning on the date that is the one-year anniversary of the Effective Date, Executive may serve on up to one board of directors of a for-profit company that is not a competitor of the Company, in each case, so long as such board service does not unreasonably interfere with the Executive’s discharge of his duties to the Company. (bc) During the Employment Period, Employee Executive shall report to the Board of Directors of principally perform Executive’s duties and responsibilities from the Company. Employee's services will ’s office in Scottsdale, Arizona, provided that Executive may be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned required to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the travel as needed for 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 Directorsbusiness. (d) Excluding periods Executive shall report to the Board, or such member of vacation and sick leave to which Employee is entitled the Board as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business may be designated from time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed time by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the CompanyBoard.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (bi) During the Employment Period, Employee the Executive shall serve as the Chief Executive Officer and President of the Company, and in such other position or positions with the Company and its subsidiaries as are consistent with the Executive’s position 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. If elected by the stockholders of the Company, the Executive agrees to serve as a member of the Board during the Employment Period. The Executive shall report to the Board of Directors of Board. The Executive shall work remotely from both 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 Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary Executive’s home office and as reasonably requested from time to time at the Company’s principal executive offices and he further acknowledges such other locations as needed or reasonably requested from time to time by the Board. Following the closing of that certain business combination transaction by the Company retains with Bioplus Acquisition Corp. or its affiliates (the flexibility to assign various types of duties to Employee. Employee does not have “de-SPAC Transaction”), the authority to enter into any contracts on behalf Executive would serve as the Principal Executive Officer of the Company or set salaries for any corporate employee without surviving entity in the prior approval of the Board of Directorsde-SPAC Transaction whose securities are listed on a national securities exchange (“PubCo”). (dii) Excluding During the Employment Period, and excluding any periods of vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee the Executive agrees that to devote reasonable attention and time during the Employment Period he shall devote his full normal business hours and on a full-time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and basis to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t business and affairs of the Company, without prior written permission from to discharge the Companyresponsibilities assigned to the Executive hereunder, and to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. Notwithstanding During the foregoing, Employee may Employment 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 (as defined below); (B) serve on corporate, civic or charitable boards, committees, or advisory boards; (C) deliver lectures, fulfill speaking engagements or teach at educational institutions; (D) manage personal investments; (E) serve on the boards of directors of not-for-profit organizations; or committees (F) serve on the boards of directors of the corporate entities on which the Executive currently serves, so long as such entities are not Competitors (as defined below) and such activities do not materially significantly interfere with the performance of Employee's duties and the Executive’s responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses an employee of the CompanyCompany in accordance with this Agreement.

Position and Duties. (a) Pursuant to Employee will be employed as President and Chief Executive Officer and in this capacity, Employee's responsibilities will include, but are not limited to, those duties that may be described in the Bylaws of the Company, Employer or may be defined by the Board of Directors of the Company has elected Employee as Vice-President of the CompanyEmployer. (b) During the Employment Period2.1 From time to time, Employee shall report may be assigned other duties in addition to the Board of Directors of the Company. those described above, and Employee's services will responsibilities may be performed modified or expanded at any time by Employer in order to accommodate the location designated by the Board needs of Directors. (c) The duties of Employee shall be those assigned to Employee by the Employer. As President and Chief Executive Officer or of Employer, the Chairman of the Board of Directorshours which Employee is required to work will vary considerably and will sometimes be more than forty (40) hours per week. Employee acknowledges understands that his duties may vary from time to time such work in excess of forty (40) hours per week is a regular and normal part of Employee's responsibilities for which he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee is compensated, and does not in any way constitute overtime for which Employee is entitled to receive additional compensation. 2.2 Employee will have the authority to enter into any contracts on behalf hire and fire other employees of the Company or set salaries for any corporate employee without company under his supervision. 2.3 In addition to his employment responsibilities, Employee will serve on the prior approval of the Employer's Board of Directors, if elected, and will assume whatever corporate office said Board of Directors may designate. (d) Excluding periods of vacation and sick leave to which 2.4 Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business full-time efforts to his responsibilities as described herein duties with Employer and Employee shall perform such responsibilities faithfully not directly or indirectly engage or participate in any activities while employed with Employer that would conflict with the best interests of Employer. 2.5 Employee's obligation to devote his full-time attention and efficiently and energy to the best business of Employer shall not be construed as preventing Employee from investing his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees assets so long as any such activities do investment will not materially interfere with require any services on the performance part of Employee's duties and responsibilities for Employee in the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses operation of the Companyaffairs of the company(ies) or business(es) in which such investment(s) is (are) made.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (bi) During the Employment Transition Period: (A) the Executive shall serve as Executive Vice President, Employee shall report to the Board Principal Financial Officer, Chief Financial Officer and Treasurer of Directors of the Company. Employee's services will Janus Capital Group Inc. (“JCGI”), or in such other executive position as may be performed at the location reasonably designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the JCGI’s Chief Executive Officer or (“CEO”); and (B) the Chairman of Executive’s services shall primarily be performed in Denver, Colorado, although Executive agrees to travel to the Board of Directors. Employee acknowledges that extent reasonably necessary to perform his duties may vary from time to time hereunder. During the Transition Period, and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding 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 disability and vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee the Executive agrees that during the Employment Period he shall to devote his full attention and time during normal business time hours to his the business and affairs of the Company as reasonably directed or specified by the CEO, and, to the extent necessary to discharge the Executive’s responsibilities as described herein and shall hereunder, to use the Executive’s reasonable best efforts to perform such responsibilities faithfully and efficiently and responsibilities, subject to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may Executive’s ability to (A) serve on corporate, civic or charitable boards or committees committees; provided that such service must be disclosed to and approved by the Company in advance, pursuant to Company policy, (B) deliver lectures or fulfill speaking engagements; provided that such engagements must be disclosed to and approved by the Company in advance, pursuant to Company policy, and (C) manage personal investments; all so long as such activities do not materially significantly interfere with the performance of Employee's the Executive’s responsibilities as an employee of the Company in accordance with this Agreement, Company policies and applicable law. (ii) During the Transition Period, Executive shall report to the CEO and may serve as a member of the Executive Committee at the CEO’s discretion. During the Transition Period, Executive’s job duties shall encompass only matters as may be reasonably assigned to him from time to time by the CEO. Executive and the Company acknowledge and agree that, during the Transition Period, most if not all of Executive’s principal responsibilities for will be transferred to other Company executives, and that, therefore, Executive’s day-to-day job functions will change substantially as the Transition Period progresses. Executive and the Company also acknowledge and agree that while Executive will throughout the Transition Period remain a member of the Company’s senior executive team and in that capacity will be required and expected to perform only executive-level job functions, it may be inappropriate or unnecessary to include Executive in all executive-level meetings that the Company may conduct during the Transition Period. Notwithstanding the foregoing, the Company agrees that during the Transition Period Executive will be assigned only executive-level responsibilities that are consistent with his skills, experience and status within the Company. (eiii) The Company As of the Separation Date, Executive shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection resign from all positions with the Company's businessCompany and all affiliates thereof, including without limitation employment, membership on boards of directors, and Employee committee memberships. Thereafter, Executive shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall not be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses an employee of the CompanyCompany or any affiliate, and except as provided in Section 5(b)(ii) and Section 6, Executive shall not be entitled to participate in any employee benefit or fringe benefit program of any kind.

Position and Duties. (a) Pursuant During the Employment Period, Executive shall serve as the Chief Executive Officer of the Company and shall have the normal duties, responsibilities, functions and authority of the Chief Executive Officer, subject to the Bylaws 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 Executive Officer and to overrule actions of officers of the Company. During the Employment Period, Executive shall render such executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position and as the Board of Directors of the Company has elected Employee as Vice-President of the Companymay from time to time direct. (b) During the Employment Period, Employee Executive shall report to the 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 Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he 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 his responsibilities as described herein the business and affairs of the Company and its Subsidiaries. Executive shall perform such his duties, responsibilities faithfully and efficiently functions to the Company and its Subsidiaries hereunder to the best of his abilitiesabilities 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. Employee will not work In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as an employee of any other person, business, or entity, including self-employment, while t of Executive is employed by the Company, Executive shall not, without the prior written permission from consent of the CompanyBoard, accept other employment or perform other services for compensation. Notwithstanding the foregoing, Employee may it shall not be considered a violation of this Agreement if during the Employment Period Executive (i) agrees to serve on corporatethe board of directors of one other company with operations related to the nonwovens field which would not be considered to be a competitor of the company and devotes a reasonable amount of time to performing his duties as an outside director of such company, or (ii) serves on civic or charitable boards or committees consistent with his status as a full-time executive officer, so long as such activities do not materially significantly interfere with the his performance of Employee's duties and his responsibilities for as an executive officer of the Company. (ec) The Company For purposes of this Agreement, “Subsidiaries” shall reimburse Employee for reasonable travelmean 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, lodgingat the time of determination, entertainment and other business expenses incurred owned by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement directly or through one of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Companymore Subsidiaries.

Position and Duties. (ai) Pursuant Commencing on the ------------------- ------------------- Effective Date and for the remainder of the Employment Period, the Executive shall be the President and Chief Executive Officer of the Company and shall report exclusively to the Bylaws of the Company, the 's Board of Directors (the "Board") and shall have such duties, responsibilities and authority as shall be determined by the Board, including, without limiting the authority of the Board, the authority to make personnel decisions with respect to those employees of the Company has elected Employee as Vice-President that will report, directly or indirectly, to Executive. In the event of the acquisition of the Company by way of merger, sale of substantially all assets, stock purchase or any other method, and if the Company either (A) is not the surviving entity or (B) the Company becomes a subsidiary of the acquiror, then the Executive shall report exclusively to the board of directors of such surviving company or such parent. The Company shall cause the Executive to become a member of the Board as of the Effective Date and to remain a member of the Board during the Employment Period. The Executive shall be based at the Company's offices in Hackensack, New Jersey, provided that the Executive shall perform such duties and responsibilities not involving a permanent transfer of his base of operations outside of Hackensack, New Jersey at such other places as shall from time to time be necessary to fulfill his obligations hereunder. (bii) During the Employment Period, Employee shall report to the 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 Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding 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 the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee the Executive agrees that to devote full time during normal business hours to the business and affairs of the Company and to use the Executive's best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period he the Executive shall devote not be engaged in any other business activity whether or not such business activity is pursued for gain, profit or other pecuniary advantage, but this shall not be construed as preventing the Executive from (A) serving on the board of directors of Chemfab Corporation and Optima Healthcare, Inc. and (B) investing his full business time to his responsibilities personal assets in businesses which do not compete with the Company in such form or manner as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as require any services on the part of the Executive in the operation of the affairs of the companies in which such investments are made and in which his participation is solely that of an employee investor, and except that the Executive may purchase securities in any corporation whose securities are regularly traded provided that such purchase shall not result in his owning beneficially at any time, other than through a registered investment company, one percent (1%) or more of the equity securities of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere corporation engaged in a business competitive with the performance of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant to During the Bylaws of Employment Period, Executive shall serve as the CompanyPresident, the Board of Directors Chairman and Chief Executive Officer of the Company has elected Employee as Vice-President and is to have the normal duties, responsibilities and authority of an executive serving in such position, subject to the power of the Companyboard of directors of the Company (the “Company Board”) to provide oversight and direction with respect to such duties, responsibilities and authority, either generally or in specific instances and consistent with such position. (b) During the Employment Period, Employee the Company Board shall report nominate Executive to the Board of Directors serve as a member of the Company Board. Subject, as required, to reelection by the Company’s shareholders, Executive shall serve as Chairman of the Company Board, with no additional remuneration payable to Executive for that service. Employee's services will be performed Upon the Date of Termination, Executive shall, at the location designated by Company Board’s request, resign from the Board of DirectorsCompany Board. (c) The duties of Employee shall be those assigned to Employee by During the Chief Employment Period, Executive Officer or the Chairman of the Board of Directors. Employee acknowledges and agrees that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to Board may assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of Executive additional positions with the Company or set salaries for any corporate employee without the prior approval Company’s subsidiaries, or request that Executive serve on the board of directors of the Board Company’s subsidiaries, with such title, duties and responsibilities as shall be determined by the Company Board. Executive agrees to serve in any and all such positions without additional compensation. Upon the Date of DirectorsTermination, Executive shall, at the Company Board’s request, resign from all such positions. (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 Executive shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and report to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the CompanyCompany Board. (e) The Company During the Employment Period, Executive shall reimburse Employee devote Executive’s best efforts and Executive’s full professional time and attention (except for permitted vacation periods and reasonable travel, lodging, entertainment periods of illness or other incapacity) to the Business and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses affairs of the Company, its subsidiaries and affiliates. Executive shall perform Executive’s duties and responsibilities to the best of Executive’s abilities in a diligent, trustworthy, business-like and efficient manner. During the Employment Period, Executive shall not serve as a director or a principal of another company or any charitable or civic organization without the Company Board’s prior consent, except that the Company Board hereby approves and consents to Executive’s continued service on the board of directors of Interstate Hotels and Resorts, Inc. (or its successors). (f) Executive shall perform Executive’s duties and responsibilities principally in the Atlanta, Georgia metropolitan area. (g) Executive shall acquire and own that number of shares of the Company’s common stock as is required by any Company Board-approved share ownership program applicable to all of the Company’s senior executives as may be in effect from time to time. Executive shall maintain this minimum ownership requirement at all times during the Employment Period in accordance with the provisions of the share ownership program.

Position and Duties. (a) Pursuant The Company shall employ the Executive with the ------------------- title of Executive Vice President & General Counsel of True North Communications Inc. The Executive will be a member of the Management Board of True North Communications Inc. The Executive will report directly to the Bylaws Chairman of the Board of Directors and CEO of True North Communications Inc. The Executive shall be responsible for the global legal matters pertaining to True North Communications Inc., its Board of Directors, all committees of the Board of Directors, all subsidiaries and all affiliates of the Company. In accordance with the general practices of a general counsel of a publicly traded company, Executive will be responsible for all matters pertaining to the Company's compliance with Securities and Exchange Commission, New York Stock Exchange and other governmental laws and regulations. Executive will have responsibility for the hiring, retention and supervision for the in-house legal staff of the True North Group. Executive will be responsible for and make relevant determinations concerning the retention, hiring and supervision of outside counsel for True North Communications Inc., its Board of Directors, all committees of the Board of Directors and the True North Group. In accordance with corporate policy Executive will approve all payments for legal fees and charges at limits prescribed by the Company's management. The Executive shall perform faithfully and loyally and to the best of the Executive's abilities his duties hereunder, shall devote full business time, attention and effort to the affairs of the True North Group and shall use reasonable best efforts to promote the interests of the True North Group. Notwithstanding the foregoing, the Executive may engage in charitable, civic or community activities provided that they do not interfere with the performance of the Executive's duties hereunder and, with the prior approval of the Board of Directors of the Company has elected Employee (the "Board"), may serve as Vice-President a director of any business corporation provided that such service does not violate the terms of any of the Companycovenants contained herein. (b) During the Employment Period, Employee shall report to the 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 Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (bi) During the Employment Period, Employee the Executive shall serve as Managing Director, Residential Lending Division of Bank with such duties and responsibilities as are customarily assigned to such position; provided that, for the avoidance of doubt, the Executive shall have no policy making authority and will not be responsible for any policy making functions with respect to either Bank or First PacTrust Bancorp, Inc., a Maryland corporation and wholly owning parent holding company of Bank (“Bancorp”). The Executive shall report directly to the 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 Chief Executive Officer or of Bank (the Chairman “Bank CEO”) and/or such other officers of Bank and/or Bancorp as determined by the Board board of Directors. Employee acknowledges that his duties may vary directors of Bank (the “Bank Board”) from time to time time. If the Executive serves on the board of directors of either Bancorp and/or Bank during the Employment Period (which shall be subject to election by the shareholders of Bancorp and Bank, respectively, and subject to each of Bancorp’s and Bank’s ordinary course director nomination processes and policies), the Executive agrees that (i) he further acknowledges that shall so serve without compensation for his service as a director and (ii) shall not serve on any committee of either such boards of directors for which independence is necessary or, as determined by 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 Chair of the Company board of directors of Bancorp or set salaries for any corporate employee without the prior approval Chair of the Board of DirectorsBank Board, respectively, in his or her sole discretion, advisable. During the Employment Period, the Executive shall be provided with an office at the corporate headquarters in Irvine, California and Beverly Hills, California. (dii) Excluding During the Employment Period, and excluding any periods of vacation and sick leave to which Employee the Executive is entitled under this Agreement, the Executive shall be employed by Employer on a full-time basis and agrees to devote such time as set forth in Section 3(d) hereof, Employee agrees that during is necessary to discharge the Employment Period he shall devote his full business time responsibilities assigned to his responsibilities as described herein the Executive hereunder and shall to use the Executive’s reasonable best efforts to perform such responsibilities faithfully and efficiently and to efficiently. During the best Employment Period, it shall not be a violation of his abilities. Employee will not work as an employee of any other personthis Agreement for the Executive to, businesseither for free or for personal compensation, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may (A) serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions, (C) manage personal investments and responsibilities for the Company. personal investment companies, (eD) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.subject to

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, the Employee shall report serve as the Company’s “Chief Executive Officer,” responsible for directing the overall business and operations of the Company, and shall faithfully perform all duties and responsibilities consistent with his position as Chief Executive Officer and the duties and responsibilities relating to the business or operations of the Company (or its subsidiaries) consistent with his position as a senior executive officer as the Company’s 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 Chief Executive Officer ”), any committee thereof or the Chairman of the Board of Directors. Employee acknowledges that his duties Directors may vary direct from time to time and he further acknowledges time. Without limiting the generality of the foregoing, it is anticipated that the Company retains Employee’s primary duties and responsibilities shall be overseeing and directing the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf overall business and operations of the Company Company, including pursuing or set salaries for any reviewing potential financings, mergers and acquisitions, generating or approving business plans, establishing corporate employee without strategy, pursuing or reviewing material commercial ventures and relationships, steering the prior approval Company’s operations toward management approved forecasts and budgets, and advising the Board of Directors on material business matters affecting the Company. In the performance of the Employee’s duties and responsibilities hereunder, the Employee shall regularly report to 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. In addition, the Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities serve as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t a director of the Company, without prior written permission upon appointment by the Board of Directors, and, to that end, the Company agrees to cause the Board of Directors to take all actions necessary to duly elect and appoint the Employee to serve as a director of the Company as soon as reasonably possible on or after the date hereof. The Employee will fulfill his duties and responsibilities to the Company hereunder from the then-current principal corporate office of the Company, currently located in New Haven, CT. Notwithstanding the foregoing, the Employee may serve on corporateagrees to travel as is otherwise necessary, civic or charitable boards or committees so long as such activities do not materially interfere with in the performance Board of Employee's Directors’ reasonable determination, to fulfill his duties and responsibilities for the Companyas set forth in this Agreement. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant During the Employment Period, Executive shall serve as the chief operating officer of the Company and shall have the normal duties, responsibilities and authority of an executive serving in such position, subject to the Bylaws power of the Company, the Board of Directors of the Company has (the "Board") or the Chairman and Chief Executive Officer of the Company to expand or limit such duties, responsibilities and authority, either generally or in specific instances. Executive shall have the title President of the Company, subject to the power of the Board to change such title from time to time. During the Employment Period, Executive shall also serve as a director of the Company for so long as the Board nominates him to that position and he is elected Employee to it, and as Vice-President a director of any affiliate of the Company designated by the Board for so long as the Board causes him to be elected to such position. (b) Executive shall report to the Chairman and Chief Executive Officer of the Company. (bc) During the Employment Period, Employee Executive shall report devote his best efforts and his full business time and attention (except for permitted vacation periods, reasonable periods of illness or other incapacity, and, provided such activities do not have more than a de minimis effect on Executive's performance of his duties under this Agreement, participation in charitable and civic endeavors and management of Executive's personal investments and business interests) to the 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 Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time business and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf affairs of the Company and the business and affairs of any subsidiary or set salaries for any corporate employee without affiliate. Executive shall perform his duties and responsibilities to the prior approval best of the Board of Directorshis abilities in a diligent, trustworthy, businesslike and efficient manner. (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 full business time to his responsibilities as described herein and Executive shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for principally in the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's businessCleveland metropolitan area, and Employee shall keep such receipts and maintain such records as not be required by Company policy. All requests for reimbursement to travel outside that area any more extensively than he has done in the past in the ordinary course of reasonable the business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant to During the Bylaws Employment Period, Executive shall serve as Executive Vice President of Commercial Affairs of the Company. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its affiliates (the “Company Group”) as are consistent with Executive’s position and the by-laws of the Company and as the Chief Executive Officer (“CEO”) may from time to time reasonably direct. Executive shall also serve for no additional compensation or remuneration as an officer or director of such subsidiaries of the Company as may from time to time be designated by the CEO or the Board of Directors of the Company has elected Employee as Vice-President of (the Company“Board”). (b) During the Employment Period, Employee Executive shall report to the Board CEO and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of Directors illness or other incapacity) to the business and affairs of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee Executive shall be those assigned perform his duties, responsibilities and functions to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and hereunder to the best of his abilitiesabilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s policies and procedures in all material respects. Employee will In performing his duties and exercising his authority under this Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and shall support and cooperate with the Company’s efforts to operate in conformity with the business and strategic plans approved by the Board. During the Employment Period, Executive shall not work serve as an employee of officer or director of, or otherwise perform services for compensation for, any other person, business, or entity, including self-employment, while t entity without the prior written consent of the Company, without prior written permission from the CompanyBoard which shall not be unreasonably withheld. Notwithstanding the foregoing, Employee Executive may serve on corporateas an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic or charitable boards or committees organizations so long as such activities do not materially interfere with the Executive’s regular performance of Employee's duties and responsibilities for 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 Company. Commencement Date (eprovided 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) The Company managing his and his family’s personal investments and affairs; provided, that Executive shall reimburse Employee for reasonable travelnot have any ownership interest (of record or beneficial) in any firm, lodgingcorporation, entertainment and partnership, proprietorship or other business expenses incurred by him in connection that competes directly with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests ’s F▇▇▇▇▇▇-Tropsch business except for reimbursement (x) an investment of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses not more than 1.0% of the Companyoutstanding securities of a company traded on a public securities exchange or (y) investments made through public mutual funds.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (bi) During the Employment Period, Employee the Executive shall serve as Executive Vice President and Chief Banking Officer, with such duties and responsibilities as are customarily assigned to such position. The Executive shall report directly to the 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 Chief Executive Officer or and President of Bank (the Chairman “Bank CEO”) and/or such other officers of Bank and/or Banc of California, Inc., a Maryland corporation and wholly owning parent holding company of Bank (“Bancorp”), as determined by the Board board of Directors. Employee acknowledges that his duties may vary directors of Bank (the “Bank Board”) from time to time time. If the Executive serves on the board of directors of either Bancorp and/or Bank during the Employment Period (which shall be subject to election by the shareholders of Bancorp and Bank, respectively, and subject to each of Bancorp’s and Bank’s ordinary course director nomination processes and policies), the Executive agrees that (i) he further acknowledges that shall so serve without compensation for his service as a director and (ii) shall not serve on any committee of either such boards of directors for which independence is necessary or, as determined by 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 Chair of the Company board of directors of Bancorp or set salaries for any corporate employee without the prior approval Chair of the Board of DirectorsBank Board, respectively, in his or her sole discretion, advisable. During the Employment Period, the Executive shall be provided with an office at the corporate headquarters in Irvine, California and Beverly Hills, California. (dii) Excluding During the Employment Period, and excluding any periods of vacation and sick leave to which Employee the Executive is entitled under this Agreement, the Executive shall be employed by Employer on a full-time basis and agrees to devote such time as set forth in Section 3(d) hereof, Employee agrees that during is necessary to discharge the Employment Period he shall devote his full business time responsibilities assigned to his responsibilities as described herein the Executive hereunder and shall to use the Executive’s reasonable best efforts to perform such responsibilities faithfully and efficiently and to efficiently. During the best Employment Period, it shall not be a violation of his abilities. Employee will not work as an employee of any other personthis Agreement for the Executive to, businesseither for free or for personal compensation, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may (A) serve on corporate, civic or charitable boards or committees committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions, (C) manage personal investments and personal investment companies, (D) subject to Section 8, his fiduciary duties to Bancorp and Bank, and his compliance with Employer’s policies and procedures in effect from time to time applicable to employees of either Bancorp or Bank with respect to actual or potential conflicts of interest, including, without limitation, the Code of Business Ethics and Conduct, attend to other business matters, so long as such activities do not materially interfere with the performance of Employee's duties and the Executive’s responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him as an employee of Employer in connection accordance with the Company's businessthis Agreement, and Employee shall keep such receipts (E) subject to Section 8, his fiduciary duties to Bancorp and maintain such records Bank, and his compliance with Employer’s policies and procedures in effect from time to time applicable to employees of either Bancorp or Bank with respect to actual or potential conflicts of interest, including, without limitation, the Code of Business Ethics and Conduct, serve as required an officer and/or director, of Camden Capital Partners, LLC, and Camden Escrow, former affiliated entities of CS Financial that were not acquired by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by Bank in the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the CompanyCS Financial Acquisition.

Position and Duties. (a) Pursuant Employee is hereby employed by Employer as President and Chief Executive Officer. Employee shall have the primary responsibilities, duties and authority described in Exhibit A hereto, as the same may be modified from time to the Bylaws of the Company, time by the Board of Directors of the Company has elected Employee as Vice-President of the Company. Centuri (b“Board”) During the Employment Period, Employee shall report to the 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 Chief Executive Officer or the Chairman of the Board of Directorsin their discretion in a manner consistent with Employee’s position. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time, attention and effort to the performance of this Agreement and to his duties as described herein. 1. Employee shall faithfully adhere to, execute and fulfill the duties described in Exhibit A hereto, as in effect from time to his time, and any such other duties as shall be assigned to Employee from time to time by the Board or the Chairman of the Board. 2. Employee agrees to devote full business time, attention and effort to the business and affairs of Employer, to discharge the responsibilities as described herein assigned to Employee hereunder, and shall to use Employee’s reasonable best efforts to perform such responsibilities faithfully and efficiently and to such responsibilities. 3. Employee shall not, during the best term of his abilities. Employee will not work as an employee of employment, be engaged in any other personbusiness activity pursued for gain, business, profit or entity, including self-employment, while t of the Company, without prior written permission other pecuniary advantage if such activity interferes with Employee’s duties and responsibilities to Employer. The foregoing limitations shall not be construed as prohibiting Employee from the Company. Notwithstanding the foregoing, Employee may serve serving on corporate, civic or charitable boards or committees committees, delivering lectures or fulfilling speaking engagements, teaching at educational institutions, or making personal investments, so long as (i) such activities do not materially significantly interfere with the performance of Employee's duties ’s responsibilities to Employer as set forth in this Agreement or present a conflict of interest and responsibilities for (ii) any outside board position is approved by the CompanyChairman of the Board. (e) The Company shall reimburse Employee for reasonable travel4. In the performance of his duties, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts use his best efforts to adhere to the legal requirements codified in statutes, ordinances and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer governmental regulations applicable to ensure that such expenses constitute ordinary and necessary business expenses of the CompanyEmployer.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, Employee the Executive shall report to be employed as the President and Chief Executive Officer and commencing with the Company's 1996 annual meeting of shareholders, shall be a member of the Board of Directors of the Company. Employee's services will be performed at In such capacity, the location designated by Executive shall report to the Board through the Chairman of Directorsthe Board. During the Employment Period, no executive of the Company other than the Executive shall have a direct reporting relationship with the Chairman of the Board. During the Employment Period, the Executive shall have authority to make all operating decisions, plan the strategic direction of the Company, and hire, promote and terminate employment of all personnel, subject to the direction of the Board. During the Employment Period, the Executive shall have such reasonable and customary powers as are generally associated with the positions of President and Chief Executive Officer, including, without limitation, authority to expend capital resources of the Company and shall have, subject to the direction of the Board, authority to fill all management positions including, without limitation, the position of Chief Financial Officer, which position shall entitle its holder to an annual base salary of up to approximately $450,000, an annual target incentive bonus in the range of up to 50 to 70 per cent of base salary, and a grant of stock options under the Company's stock incentive plans to purchase up to 50,000 shares of the Company's common stock. (b) If, during the Employment Period, ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall cease to serve as Chairman of the Board for any reason, the Executive thereupon shall become Chairman of the Board in addition to President and Chief Executive Officer and shall, as Chairman, report directly to the Board. (c) The duties of Employee shall be those assigned to Employee by During the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time Employment Period, and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding 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 the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee agrees that during the Employment Period he Executive shall devote his full principal attention and time during normal business time hours to his the business and affairs of the Company and, to the extent necessary to discharge the responsibilities as described herein and shall perform assigned to the Executive under this Agreement, use the Executive's reasonable best efforts to carry out such responsibilities faithfully and efficiently and to the best of his abilitiesefficiently. Employee will It shall not work as an employee of any other person, business, or entity, including self-employment, while t be considered a violation of the Company, without prior written permission from foregoing for the Company. Notwithstanding the foregoing, Employee may Executive to (A) serve on corporate, civic or charitable boards or committees (excluding those which would create a conflict of interest), (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not materially interfere with the performance of Employeethe Executive's duties and responsibilities for as an employee of the Company in accordance with this Agreement. (d) The Executive's services shall be performed primarily at the Company's Headquarters in Beverly Hills, California. (e) The Company From time to time during the Employment Period, the Personnel and Compensation Committee of the Company's Board of Directors (the "P&C Committee") shall reimburse Employee for reasonable travelconsider whether, lodgingin its good faith judgment, entertainment the Executive is endowed with authority comparable to that typically granted to chief executive officers of publicly held companies ("Appropriate Authority"). If the P&C Committee shall determine that the Executive does not have Appropriate Authority and such determination is not cured within 90 days after the other business expenses incurred by him in connection members of the Board have received notice of such determination, the Executive may, but need not, terminate his employment with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses termination shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Companya termination for Good Reason for all purposes under this Agreement.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (bi) During the Employment Period, Employee (A) the Executive shall report to serve as the Board of Directors Chairman and Chief Executive Officer of the Company. Employee, with such duties and responsibilities as shall from time to time be assigned to the Executive and as are consistent and commensurate with the Executive's title and position, and (B) the Executive's services will shall be performed at the Company's headquarters in New York, New York as of the Effective Date or such other location designated by as may be mutually agreed between the Company and the Executive, except for travel, and visits to Company offices and facilities worldwide, reasonably required to attend to the Company's business. During the Employment Period, the Company shall cause the Executive to be nominated for reelection to the Board at the expiration of Directorseach Board term. (cii) The duties of Employee shall be those assigned to Employee by During the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time Employment Period, and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding 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 the Executive is entitled as set forth entitled, the Executive agrees to devote substantially all of the Executive's business attention and time (with business time determined in Section 3(daccordance with the Company's usual and customary standards for its senior executives) hereofto the business and affairs of the Company and, Employee agrees that during to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive's reasonable best efforts to perform faithfully and conscientiously such responsibilities. During the Employment Period he Period, the Executive shall devote his full business time be entitled to his responsibilities (A) serve as described herein a member of one for-profit company board of directors with the prior approval of the Board, as provided in the Board's policies, (B) serve on a reasonable number of civic and shall perform such responsibilities faithfully charitable boards and efficiently (C) manage the Executive's personal and family investments, in each case, to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as extent such activities do not materially interfere interfere, in the reasonable judgment of the Board, with the performance of Employeethe Executive's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection are otherwise consistent with the Company's businessgovernance policies, values and Employee shall keep such receipts and maintain such records reputation. For the avoidance of doubt, the Executive's service as required by Company policy. All requests for reimbursement a member of reasonable business expenses shall be reviewed the board of directors of Dick's Sporting Goods, Inc. has been approved by the Chief Executive Officer to ensure that such expenses constitute ordinary Board and necessary business expenses shall count toward the foregoing limit of the Companyone for-profit company board of directors.

Position and Duties. (a) Pursuant to the Bylaws As of the CompanyTransition Time, the Executive shall serve as the Executive Chairman of the Parent, in which capacity the Executive shall perform such duties and responsibilities as are commensurate with such title, including, without limitation, supporting the transition of the Company Group’s leadership to its new Chief Executive Officer (the “CEO”), supporting the professional development of the CEO, supporting the CEO and other senior management on special projects as agreed upon from time to time, contributing to and supporting the strategy of the Company Group and its investor relations, as requested and appropriate, regularly attending and presiding at meetings of the Board of Directors of Parent (the “Board”), and such other duties and responsibilities as may be assigned by the Board from time to time. The Executive shall report directly to the Board. The Executive shall, if requested, also serve as an officer or director of any member of the Company has elected Employee Group for no additional compensation. For so long as Vice-President the Executive serves as the Executive Chairman while the ownership interests of the Parent are publicly traded, the Executive shall be nominated for shareholder approval to serve as a member of the Board and, if such service is approved by the shareholders of the Parent, then he shall subsequently be appointed by the Board to serve as Executive Chairman of the Board. In the event the ownership interests of the Parent cease to be publicly traded and instead become privately held, then the Executive shall serve as the Executive Chairman of the Board during the period that Executive is serving as the Executive Chairman of the Parent. The Executive agrees and acknowledges that, in connection with his employment relationship with the Company, the Executive owes fiduciary duties to the Company Group and will act accordingly. (b) During the Employment Period, Employee shall report the Executive agrees to devote substantially his full time, attention and energies to the 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 Company Group’s business and agrees to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and diligently endeavor to the best of his abilitiesability to further the best interests of the Company Group. Employee The Executive shall not engage in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage. Subject to the covenants of Section 7 hereof, this shall not be construed as preventing the Executive from investing his own assets in such form or manner as will not work as an employee of any other person, business, or entity, including self-employment, while t require his services in the daily operations of the Companyaffairs of the companies in which such investments are made. Further, without prior written permission from subject to Section 7 hereof, the Company. Notwithstanding Executive may (i) continue to serve as a member of the foregoingboard of directors of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Corporation and (ii) serve as a director of other companies, Employee may serve on corporateif such service is approved by the Board, civic or charitable boards or committees in each case so long as such activities do service is not materially detrimental to the Company Group, does not interfere with the performance of Employee's duties and responsibilities for Executive’s service to the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's businessGroup, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement does not present the Executive with a conflict of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Companyinterest.

Position and Duties. a. The Company hereby engages and employs Executive for the Period of Employment (aas defined in Section 2) Pursuant on the terms and conditions expressly set forth in this Agreement. Executive hereby accepts and agrees to such engagement and employment, on the terms and conditions expressly set forth in this Agreement. b. During the Period of Employment, Executive shall serve as Chief Administrative Officer, Corporate Secretary and Chief Legal Officer of the Company and shall have the powers, authorities and duties that are commensurate with such position. Executive shall report to the Bylaws of Company’s Chief Executive Officer (the Company“CEO”) and shall perform such duties as are reasonably requested by the CEO. Executive may be appointed to and hold such other board or officer positions with the Parent, the Company or their subsidiaries or affiliates, as determined by the CEO or the Board of Directors of the Company has elected Employee as Vice-President of Parent (the “Board”) or its designee from time to time, and if so appointed Executive agrees to serve in such capacities for no additional compensation. Executive shall perform Executive’s duties primarily at the Company’s offices in Dallas, Texas and may be required to travel for business as reasonably requested by the CEO from time to time; provided, further, that, notwithstanding the foregoing, Executive shall perform Executive’s duties for the Company on a full-time basis during the Period of Employment. (b) c. During the Employment PeriodPeriod of Employment, Employee Executive shall report (i) devote substantially all of Executive’s business time, energy and skill to the Board performance of Directors Executive’s duties for the Parent, the Company and their subsidiaries and affiliates (individually, a “Company Group Member” and collectively, the “Company Group”), (ii) perform such duties in a faithful, effective and efficient manner to the best of Executive’s abilities, and (iii) hold no other employment, consulting or advisory positions. Executive agrees to perform Executive’s duties and responsibilities within and subject to the Company. Employee's services will be performed at ’s general employment policies and practices, and such other reasonable policies, practices and restrictions as the location designated by the Board of Directors. (c) The duties of Employee Company shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time establish for its similarly situated executives, and he further acknowledges that shall at all times carry out such policies, practices and restrictions. d. Executive hereby represents to the Company retains that: (i) the flexibility to assign various types execution and delivery of this Agreement and the performance by Executive of Executive’s duties to Employee. Employee does hereunder do 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 full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to not constitute a breach of, conflict with, or otherwise contravene or cause a default under, the best of his abilities. Employee will not work as an employee terms of any other personagreement or policy to which Executive is a party or otherwise bound or any judgment, businessorder or decree to which Executive is subject; (ii) Executive has no information (including, without limitation, confidential information and trade secrets) relating to any other person or entity that would prevent Executive under the terms of any other agreement or arrangement from entering into this Agreement or carrying out Executive’s duties hereunder, or entity, including self-would give rise to a violation of such other agreement or arrangement; (iii) Executive is not bound by any employment, while t consulting, non-competition, confidentiality, trade secret or similar agreement (other than this Agreement) with any other person or entity that would prevent Executive under the terms of any other agreement or arrangement from entering into this Agreement or carrying out Executive’s duties hereunder, or would give rise to a violation of such other agreement or arrangement; and (iv) Executive understands the Company will rely upon the accuracy and truth of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as representations and warranties of Executive set forth herein and Executive consents to such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Companyreliance. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant Heretofore, Executive has served the Company in various financial and administrative roles since 1996 and is currently the Corporate Secretary of the Company as elected by the Board of Directors, and has been instrumental to the Bylaws company's financial SEC reporting and overall administration; and Henceforth, the Company hereby employs Executive as its Chief Financial Officer and Corporate Secretary pursuant to the terms of this Agreement commencing as of the Effective Date for the "Term of Employment" (as herein defined below). In this capacity, Executive shall devote her best efforts and his full business time and attention to the performance of the services defined by the by-laws of the company, services customarily incident to such offices and position and to such other services of a senior executive nature as may be reasonably assigned by the Chief Executive Officer or requested by the Board of Directors (the "Board") of the Company which may include services for one or more subsidiaries or affiliates of the Company, . Executive shall in her capacity as an employee and officer of the Company be responsible to and obey the reasonable and lawful directives of the Chief Executive Officer and the Board of Directors of the Company has elected Employee as Vice-President of the CompanyHyperdynamics Corporation. (b) During Executive shall devote her full time (as defined below) and attention to such duties, except for sick leave, periodic personal trips and vacations as determined not to conflict with the material operations of the Company, and excused leaves of absences otherwise. Executive shall use her best efforts during the Term of Employment Periodto protect, Employee shall report to encourage, and promote the Board of Directors interests of the Company. EmployeeFull time with respect to this agreement is understood to credit the Executive for her on-call status with regard to managing employees located around the world and recognizing that the Executive's services will hours of specific work for the company are not limited to any specific range of time during a work day but can be performed at accomplished around the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee clock and on weekends and/or holidays if deemed necessary by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's businessExecutive herself, and Employee shall keep such receipts and maintain such records certain responsibilities of Executive's responsibilities, as required approved by Company policythe Chief Executive Officer, may be done at any physical location including Executive's home. All requests for reimbursement of reasonable business expenses shall be reviewed As approved by the Chief Executive Officer to ensure that such expenses constitute ordinary the company may establish full home computer system and access communications capabilities for Executive as deemed necessary business expenses by mutual agreement of the Chief Executive Officer and Executive. (c) Notwithstanding paragraph 2(b), Executive shall be entitled to sit as a director on other boards of directors so long as doing so presents no conflict of interest with Executive's performance of her duties or her positions at the Company, as determined and approved by the board of directors.

Position and Duties. (a) Pursuant to During the Bylaws Initial Period, the Executive shall serve as the President and Chief Operating Officer of the Company. During the Interim Period, the Board of Directors Executive shall serve as the Chief Executive Officer of the Company has and during the Final Period the Executive shall serve as both the Chief Executive Officer of the Company and as Chairman of the Board; in each case with such duties and responsibilities as are customarily assigned to such positions, and such other duties and responsibilities not inconsistent therewith as may from time to time be assigned to him by the Board. The Board shall appoint the Executive to the positions specified above at the times specified above throughout the Employment Period. During the Employment Period, the Company shall cause the Executive to be included in the slate of persons nominated to serve as directors on the Board and shall use its best efforts (including, without limitation, the solicitation of proxies) to have the Executive elected Employee as Vice-President and reelected to the Board for the duration of the Employment Period. The Executive shall be a member of the Company's Executive Committee at all times during the Employment Period. (b) During the Employment Period, Employee shall report to the 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 Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding 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 the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee agrees that during the Employment Period he Executive shall devote his full reasonable attention and time during normal business time hours to his the business and affairs of the Company and, to the extent necessary to discharge the responsibilities as described herein and shall perform assigned to the Executive under this Agreement, use the Executive's reasonable best efforts to carry out such responsibilities faithfully and efficiently and to the best of his abilitiesefficiently. Employee will It shall not work as an employee of any other person, business, or entity, including self-employment, while t be considered a violation of the Company, without prior written permission from foregoing for the Company. Notwithstanding the foregoing, Employee may Executive to serve on corporate, industry, civic or charitable boards or committees committees, so long as such activities do not materially significantly interfere with the performance of Employeethe Executive's duties responsibilities as an employee of the Company in accordance with this Agreement, provided that the Executive may continue to participate and responsibilities for engage in activities not associated with the CompanyCompany consistent with the Executive's past practices at BKB. (ec) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's businessheadquarters shall be located in Boston, Massachusetts, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses the Executive shall be reviewed by based and reside in the Chief general area of Boston, except for such reasonable travel obligations as do not materially exceed the Executive's travel obligations immediately prior to the Effective Date. (d) Effective as of the Effective Date, the Company and the Executive Officer to ensure that such expenses constitute ordinary shall enter into an agreement concerning the Executive's rights and necessary business expenses duties in the event of a "change in control" of the Company, which shall be the same in form and substance as that of the Initial CEO. Any benefits to which the Executive becomes entitled under such agreement shall not be in addition to, but shall be reduced by, the Severance Payments, as defined in Section 6.1 of the Prior Agreement and as referred to in Section 5(a)(i)(A).