Common use of Position and Duties Clause in Contracts

Position and Duties. (i) During the Employment Period, the Executive shall serve as Chairman and President of the Company and shall perform such employment duties as are usual and customary for such positions. At the Company's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and time during normal business hours to the business and affairs of the Company. 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, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilities. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permitted.

Position and Duties. (i) During the Employment Period, (A) 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, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) the Executive’s services shall be performed at the office where the Executive shall serve as Chairman and President of was employed immediately preceding the Company and shall perform such employment duties as are usual and customary for such positions. At the Company's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this AgreementEffective Date. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate reasonable attention and time during normal business hours to the business and affairs of the CompanyCompany 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. 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, (B) deliver lectures, fulfill limited teaching, speaking and writing engagements or teach at educational institutions, and (C) manage his personal investments, so long as such activities do not significantly interfere with the performance of the Executive's ’s responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilitiesAgreement. 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 ’s responsibilities to the Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permitted.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Chairman and President of the Company and shall perform such employment duties as are usual and customary for such positions. At the Company's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and time during normal business hours to the business and affairs of the Company. 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, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilities. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permitted.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Chairman and President of the Company and shall perform such employment duties as are usual and customary for such positions. At the Company's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and time during normal business hours to the business and affairs of the Company. 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, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilities. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permitted.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Chairman and Executive Vice President of TPG and the Company Operating Partnership and shall perform such employment duties as are usual and customary for such positions. At the Company's ’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's ’s compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's ’s service in one or more of such additional capacities is subsequently terminated, the Executive's ’s compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention substantially all of his business time, energy, skill and time during normal business hours best efforts to the performance of his duties hereunder in a manner that will faithfully and diligently further the business and affairs interests of the Company. During Notwithstanding the foregoing, during the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporatedeliver lectures, civic fulfill speaking engagements or charitable boards teach at educational institutions or committees, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities do not significantly interfere with the performance of the Executive's ’s responsibilities as an employee executive officer of the Company in accordance with this Agreement and (D) undertake other business responsibilitiesCompany. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective DateDate and fully disclosed in writing and agreed to by the Company in writing, 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 ’s responsibilities to the Company; provided that no such activity shall be permitted that violates any written non-competition agreement between the parties shall or prevents the Executive from devoting substantially all of his business time to the fulfillment of his duties hereunder. (iii) The Executive agrees that he will not take personal advantage of any business opportunity that arises during his employment by the Company and which may be permittedof benefit to the Company unless all material facts regarding such opportunity are promptly reported by the Executive to the Board of Directors of TPG (the “Board”) for consideration by the Company and the disinterested members of the Board determine to reject the opportunity and to approve the Executive’s participation therein.

Position and Duties. As of the Effective Date, this Agreement shall immediately become the operative, effective agreement between the parties with respect to the Executive’s employment with the Company and the Executive’s employment with the Company shall commence. The Company agrees to employ the Executive in the position of Chief Executive Officer and appoint the Executive as Chairman of the Board of Directors of the Company (i“CEO and Chairman”) During effective as of the Effective Date for a period (the “Employment Period”) provided in Section 4. The Executive shall perform the duties and functions as are customarily carried out by a CEO and Chairman of a developer of pharmaceutical or medical products of a size comparable to the Company, and as the Board of Directors of the Company shall from time to time reasonably determine. Without limiting the generality of the immediately preceding sentence, the Executive’s duties shall include managing the Company in its efforts to conduct continuous delivery transdermal research and development of technologies and products for improving patient outcomes in oncology and other therapeutic area potential indications and delivery technologies resulting from the research of the Company. The Executive shall devote his full working time, energy and skill to the business of the Company as is necessary in order to perform such duties faithfully, competently and diligently; provided, however, that notwithstanding any provision in this Agreement to the contrary, the Executive shall serve as Chairman and President of the Company and shall perform such employment duties as are usual and customary for such positions. At the Company's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) precluded from devoting reasonable periods of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner time to serving as a result director of such termination for so long as companies or organizations which have been prior approved by the Executive otherwise remains employed under the terms Board of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and time during normal business hours to the business and affairs Directors of the Company. 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, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities (i) do not significantly interfere with the performance of the Executive's responsibilities as an employee ’s duties hereunder; and (ii) are not competitive with the business of the Company in accordance with this Agreement and (D) undertake other business responsibilitiesCompany. It is expressly understood and agreed that to the extent that any such activities have been conducted by At present, 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 is a member of the Board of Directors of Applied Biological Laboratories Inc. and is an Advisory Board member for Zero Gravity Solutions, Inc. and Pike Therapeutics, Inc., and the Company continues to approve the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permitted’s memberships on these enumerated boards.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Chairman and President of the Company and shall perform such employment duties as are usual and customary for such positions. At the Company's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, (A) the Executive's compensation position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall not be increased beyond that specified in accordance with Section 2(b4 and (B) of this Agreement. In addition, in the event the Executive's service services shall be performed within the metropolitan area in one or more which the Executive was situated immediately prior to the Change of such additional capacities is terminatedControl Date, except for required travel in the Employer business to the extent consistent with the Executive's compensation, as specified duties in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement4. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate reasonable attention and time during normal business hours to the business and affairs of the CompanyEmployer 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. 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, (B) deliver lectures, fulfill limited teachingspeaking engagements or teach at educational institutions, speaking and writing engagements or (C) manage his personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company Employer in accordance with this Agreement and (D) undertake other business responsibilitiesAgreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Change of Control Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Change of Control Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permittedEmployer.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Chairman Chairman, President and President Chief Executive Officer of the Company, and/or in such other position or positions with the Company or its affiliates commensurate with his position and experience as the Board of Directors of the Company and (the “Board”) shall perform such employment duties as are usual and customary for such positionsfrom time to time specify. At the Company's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, Executive shall have the duties, responsibilities and excluding any obligations customarily assigned to individuals serving in the position or positions in which Executive serves hereunder and such other duties, responsibilities and obligations as the Board shall from time to time specify. Executive shall devote his full time to the services required of him hereunder, except for vacation time and reasonable periods of vacation absence due to sickness, personal injury or other disability, and sick leave shall use his best efforts, judgement, skill and energy to which perform such services in a manner consonant with the Executive is entitled, the Executive agrees duties of his position and to devote appropriate attention improve and time during normal business hours to advance the business and affairs interests of the Company and its affiliates. During the Employment Period, Executive shall comply with the Code of Conduct of the Company. During Unless and to the Employment Period it extent inconsistent with the terms of any published Company policy or code of conduct as in effect on the date hereof and as hereafter amended, nothing contained herein shall not be a violation preclude Executive from (a) serving on the board of this Agreement for directors of any business corporation with the Executive to (A) serve on corporate, civic or charitable boards or committeesconsent of the Board, (Bb) fulfill limited teachingserving on the board of, speaking and writing engagements or working for, any charitable or community organization, or (Cc) manage pursuing his personal investmentsfinancial and legal affairs, so long as such activities the foregoing activities, individually or collectively, do not significantly interfere with the performance of the Executive's responsibilities as an employee ’s duties hereunder or violate any of the Company in accordance with this Agreement and (D) undertake other business responsibilities. 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 provisions of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permittedSection 9 hereof.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Executive Vice President, General Counsel and as a member of the Office of the Chairman of the Company, and/or in such other position or positions with the Company or its affiliates commensurate with his position and President experience as the Board of Directors of the Company and (the “Board”) shall perform such employment duties as are usual and customary for such positionsfrom time to time specify. At the Company's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, Executive shall have the duties, responsibilities and excluding any obligations customarily assigned to individuals serving in the position or positions in which Executive serves hereunder and such other duties, responsibilities and obligations as the Board or the Chairman shall from time to time specify. Executive shall devote his full time to the services required of him hereunder, except for vacation time and reasonable periods of vacation absence due to sickness, personal injury or other disability, and sick leave shall use his best efforts, judgment, skill and energy to which perform such services in a manner consonant with the Executive is entitled, the Executive agrees duties of his position and to devote appropriate attention improve and time during normal business hours to advance the business and affairs interests of the Company and its affiliates. During the Employment Period, Executive shall comply with the Code of Conduct of the Company. During Unless and to the Employment Period it extent inconsistent with the terms of any published Company policy or code of conduct as in effect on the date hereof and as hereafter amended, nothing contained herein shall not be a violation preclude Executive from (a) serving on the board of this Agreement for directors of any business corporation with the Executive to (A) serve on corporate, civic or charitable boards or committeesconsent of the Board, (Bb) fulfill limited teachingserving on the board of, speaking and writing engagements or working for, any charitable or community organization, or (Cc) manage pursuing his personal investmentsfinancial and legal affairs, so long as such activities the foregoing activities, individually or collectively, do not significantly interfere with the performance of the Executive's responsibilities as an employee ’s duties hereunder or violate any of the Company in accordance with this Agreement and (D) undertake other business responsibilities. 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 provisions of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permittedSection 9 hereof.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Chairman and President of the Company and shall perform such employment duties as are usual and customary for such positions. At the Company's ’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's ’s compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's ’s service in one or more of such additional capacities is terminated, the Executive's ’s compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and time during normal business hours to the business and affairs of the Company. 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, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities do not significantly interfere with the performance of the Executive's ’s responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilities. 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 ’s responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permitted.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Executive Vice President and Chief Financial Officer and as a member of the Office of the Chairman of the Company, and President in such other position or positions with the Company or its affiliates commensurate with such position and his experience as the Board of Directors of the Company and (the “Board”) shall perform such employment duties as are usual and customary for such positionsfrom time to time specify. At the Company's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, Executive shall have the duties, responsibilities and excluding any obligations customarily assigned to individuals serving in the position or positions in which Executive serves hereunder and such other duties, responsibilities and obligations as the Board shall from time to time specify commensurate with such positions. Executive shall devote his full time to the services required of him hereunder, except for vacation time and reasonable periods of vacation absence due to sickness, personal injury or other disability, and sick leave shall use his best efforts, judgment, skill and energy to which perform such services in a manner consonant with the Executive is entitled, the Executive agrees duties of his position and to devote appropriate attention improve and time during normal business hours to advance the business and affairs interests of the Company and its affiliates. During the Employment Period, Executive shall comply with the Code of Corporate Conduct of the Company. During Unless and to the Employment Period it extent inconsistent with the terms of any published Company policy or code of conduct as in effect on the date hereof and as hereafter amended, nothing contained herein shall not be a violation preclude Executive from (a) serving on the board of this Agreement for directors of any business corporation with the Executive to (A) serve on corporate, civic or charitable boards or committeesconsent of the Board, (Bb) fulfill limited teachingserving on the board of, speaking and writing engagements or working for, any charitable or community organization, or (Cc) manage pursuing his personal investmentsfinancial and legal affairs, so long as such activities the foregoing activities, individually or collectively, do not significantly interfere with the performance of the Executive's responsibilities as an employee ’s duties hereunder or violate any of the Company in accordance with this Agreement and (D) undertake other business responsibilities. 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 provisions of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permittedSection 9 hereof.

Position and Duties. (ia) During the Employment PeriodTerm (as defined in Section 2 hereof), the Executive Employee shall serve as Chairman the President and President Chief Executive Officer of the Company. In this capacity, the Employee shall have the duties, authorities and responsibilities commensurate with such position as determined by the Board of Directors of the Company (the “Board”), and such other duties, authorities and responsibilities as the Board shall perform such employment duties designate from time to time that are consistent with the Employee’s position as are usual President and customary for such positions. At Chief Executive Officer of the Company's request. The Employee shall report to the Board. (b) During the Employment Term, the Executive Employee shall serve devote all of the Company and/or its subsidiaries Employee’s business time, energy, skill and affiliates in other offices and capacities in addition efforts to the foregoing. In performance of the event Employee’s duties with the Company, provided that the Executiveforegoing shall not prevent the Employee from (i) serving on the boards of directors of non-profit organizations and, during with the Employment Periodprior written approval of the Board, serves other for profit companies, (ii) participating in charitable, civic, educational, professional, community or industry affairs, and (iii) managing the Employee’s personal investments (it being understood that the Employee shall not, other than through a mutual fund or similar instrument, invest, directly or indirectly, in any one business or more entity that is, or could reasonably be expected to become, a competitor of the Company) so long as such additional capacitiesactivities, singularly or in the Executive's compensation shall aggregate, do not be increased beyond that specified in interfere or conflict with the Employee’s duties hereunder, create a potential business or fiduciary conflict or violate Section 2(b) 10 of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and time during normal business hours to the business and affairs of the Company. 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, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilities. It is expressly further understood and agreed that the Employee may continue with activities related to the extent Employee’s family trust businesses and activities 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 are not thereafter be deemed to interfere competitive with the performance of the Executive's responsibilities Company, subject to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permittedSection 10(i) hereof.

Position and Duties. (ia) During the Employment Period, the Executive Employee shall serve as Chairman the __________ of the Company, and President shall have the usual and customary duties, responsibilities and authority of a _________. Employee acknowledges and agrees that he shall perform his duties and responsibilities faithfully and to the best of his abilities in a businesslike manner. (b) Employee shall report to [the Board of Directors of the Company (the “Board”)] [the Chief Executive Officer], shall work on a full-time basis for the Company and shall perform such employment duties as are usual devote substantially all of his business time, attention, skills and customary for such positions. At the Company's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and time during normal business hours energies to the business and affairs of the Company. During the Employment Period it Period, Employee shall not engage in any business activity which, in the reasonable judgment of the Board [defined here for employees other than the CEO], conflicts with the duties of Employee hereunder, whether or not such activity is pursued for gain, profit or other pecuniary advantage. Employee agrees that he shall promptly report any potential conflict in writing to the Board, affirmatively disclosing any outside business opportunity that presents even the appearance of a conflict. [Notwithstanding the foregoing, during the Employment Period the Employee may be a violation engaged as an independent contractor of this Agreement Broadmark Capital LLC for the Executive regulatory purposes, but in no event shall Employee provide any services to (A) serve on corporateBroadmark Capital LLC or any of its affiliates that are material, civic or charitable boards or committees, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities do not significantly interfere with restrict the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilities. It is expressly understood and agreed that Employee’s duties to the extent that any such activities have been conducted by the Executive prior to the Effective DateCompany, 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 compete with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permittedBusiness.]

Position and Duties. (i) During the Employment Period, (A) the Executive Executive's position (including status, offices, titles and reporting requirements, authority, duties and responsibilities) shall serve as Chairman be Vice President and President Chief Financial Officer of the Company and shall perform such employment duties other executive positions as are usual may be assigned to her and customary for such positions. At the Company's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, (B) the Executive's compensation services shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in performed at the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as location where the Executive otherwise remains was employed under immediately preceding the terms of this Agreementdate hereof or any office or location less than 50 miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate reasonable attention and time during normal business hours to the business and affairs of the CompanyCompany 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. 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, (B) deliver lectures, fulfill limited teaching, speaking and writing engagements or teach at educational institutions and (C) manage his personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilitiesAgreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Datedate hereof, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date date hereof shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permitted.

Position and Duties. The Employee, at the discretion of the Company’s Board of Directors (i) During the Employment Period“Board”), the Chief Executive shall serve as Chairman and President Officer of the Company and or his designee, in accordance with the Company’s policies, shall perform such employment duties and services as are usual assigned. The reporting relationship of the Employee may from time to time be determined by the Board, Chief Executive Officer or his designee and customary for such positions. At the Company's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) construed as a loss of this Agreementresponsibility or a change of control. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, The Employee shall not be diminished have the authority to enter into any contracts, agreements, undertakings or reduced in any manner as a result other arrangements on behalf of such termination for the Company except to the extent that he is authorized to do so long as by the Board, Chief Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment PeriodOfficer or his designee. The Employee shall, at all times, devote his full time and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and time during normal business hours to the business and affairs of the Company, and shall use his best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it The foregoing shall not be a violation construed as preventing the Employee from making passive investments in other businesses or enterprises, provided, however, that: (i) Such investments would not require services on the part of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities do not significantly interfere with Employee which would in any way impair the performance of his duties under this Agreement; (ii) Such investments are not in violation of any provision of Section 5 or Section 6 of this Agreement; and (iii) Such investments are not in violation of Company policies in effect from time to time. The Employee shall not be required by the Executive's responsibilities as an employee Company to relocate out of the Company in accordance with this Agreement Greater Houston metropolitan area. Routine visits to the Company’s locations and (D) undertake other business responsibilities. It is expressly understood and agreed that to travel in the extent that any such activities have been conducted by ordinary course of 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 Company’s business shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permittedconstitute relocation.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Chairman and Executive Vice President of TPG and the Company Operating Partnership and shall perform such employment duties as are usual and customary for such positions. At the Company's ’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's ’s compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's ’s service in one or more of such additional capacities is subsequently terminated, the Executive's ’s compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention substantially all of his business time, energy, skill and time during normal business hours best efforts to the performance of his duties hereunder in a manner that will faithfully and diligently further the business and affairs interests of the Company. During Notwithstanding the foregoing, during the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporatedeliver lectures, civic fulfill speaking engagements or charitable boards teach at educational institutions or committees, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities do not significantly interfere with the performance of the Executive's ’s responsibilities as an employee executive officer of the Company in accordance with this Agreement and (D) undertake other business responsibilitiesCompany. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective DateDate and fully disclosed in writing and agreed to by the Company in writing, 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 ’s responsibilities to the Company; provided that no such activity shall be permitted that violates any written non-competition agreement between the parties shall or prevents the Executive from devoting substantially all of his business time to the fulfillment of his duties hereunder. (iii) The Executive agrees that he will not take personal advantage of any business opportunity that arises during his employment by the Company and which may be permittedof benefit to the Company unless all material facts regarding such opportunity are promptly reported by the Executive to the Board of Director of TPG (the “Board”) for consideration by the Company and the disinterested members of the Board determine to reject the opportunity and to approve the Executive’s participation therein.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Chairman and President Chief Executive Officer of the Company and shall perform such employment duties as are usual and customary for such positions. At the Company's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and time during normal business hours to the business and affairs of the Company. 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, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilities. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permitted.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Chairman and President Chief Financial Officer of the Company and shall perform such employment duties as are usual and customary for such positions. At the Company's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and time during normal business hours to the business and affairs of the Company. 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, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilities. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permitted.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Chairman Chief Financial Officer of TPG and President of the Company Operating Partnership and shall perform such employment duties as are usual and customary for such positions. At the Company's ’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's ’s compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's ’s service in one or more of such additional capacities is subsequently terminated, the Executive's ’s compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention substantially all of her business time, energy, skill and time during normal business hours best efforts to the performance of her duties hereunder in a manner that will faithfully and diligently further the business and affairs interests of the Company. During Notwithstanding the foregoing, during the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporatedeliver lectures, civic fulfill speaking engagements or charitable boards teach at educational institutions or committees, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his her personal investments, so long as such activities do not significantly interfere with the performance of the Executive's ’s responsibilities as an employee executive officer of the Company in accordance with this Agreement and (D) undertake other business responsibilitiesCompany. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective DateDate and fully disclosed in writing and agreed to by the Company in writing, 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 ’s responsibilities to the Company; provided that no such activity shall be permitted that violates any written non-competition agreement between the parties shall or prevents the Executive from devoting substantially all of her business time to the fulfillment of her duties hereunder. (iii) The Executive agrees that she will not take personal advantage of any business opportunity that arises during her employment by the Company and which may be permittedof benefit to the Company unless all material facts regarding such opportunity are promptly reported by the Executive to the Board of Directors of TPG (the “Board”) for consideration by the Company and the disinterested members of the Board determine to reject the opportunity and to approve the Executive’s participation therein.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Chairman and President of the Company and shall perform such employment duties as are usual and customary for such positions. At the Company's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, (A) the Executive's compensation position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall not be increased beyond that specified at least commensurate in Section 2(ball material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, services shall be performed at the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as office where the Executive otherwise remains was employed under immediately preceding the terms of this AgreementEffective Date. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate reasonable attention and time during normal business hours to the business and affairs of the CompanyCompany 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. 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, (B) deliver lectures, fulfill limited teaching, speaking and writing engagements or teach at educational institutions, and (C) manage his personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilitiesAgreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permitted.

Position and Duties. (i) During the Employment PeriodTerm, the Executive Employee shall serve as Chairman and President Chief Executive Officer (CEO) of the Company Company, and shall perform such employment duties as are usual and customary for such positionsconsistent with this position. At the Company's request, the Executive The Employee shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition report to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more Board of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and time during normal business hours to the business and affairs Directors of the Company. During the Employment Period it Term, Employee shall not be a violation also hold such additional positions and titles as the Board of this Agreement for Directors of the Executive Company (the “Board”) may determine from time to (A) serve on corporatetime. During the Term, Employee shall devote as much time as is necessary to satisfactorily perform his duties as CEO of the Company. Employee may engage in any civic or charitable boards or committees, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, not-for-profit activities so long as such activities do not significantly materially interfere with the performance of his duties hereunder or present a conflict of interest with the Executive's responsibilities as an employee Company 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 in accordance with this Agreement and (D) undertake other business responsibilitiesor any of its affiliates. It This provision shall encompass any advisory boards of which Employee is expressly understood and agreed that or becomes a member of during the term hereof. Employee shall provide written disclosure to the extent Compensation Committee of the Company’s Board of Directors as to all advisory boards on which Employee sits, and will provide the Company with written notice within 10 business days of Employee agreeing to sit on any additional advisory boards. 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 such activities have been conducted affiliate, unless otherwise agreed in writing by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permittedparties.

Position and Duties. (i) During the Employment Period, (A) the Executive's position, authority, duties and responsibilities shall be at least commensurate in all material respects with and include status as Senior Vice President and Co-Counsel of the Company, and (B) the Executive's services shall be performed at the location where the Executive shall serve as Chairman and President was employed immediately preceding the Effective Date or any office of the Company and shall perform such employment duties as are usual and customary for such positions. At located in Houston, Texas which is the principal office of the Company's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate substantially full attention and time during normal business hours to the business and affairs of the CompanyCompany and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive's best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill limited teaching, speaking and writing engagements or teach at educational institutions and (C) manage his personal investments, so long as such activities do not significantly materially interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilitiesAgreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective DateDate under his prior employment with Reading & Bates Corporation, the continued conduct of such activities (or the ▇▇ ▇▇e conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permitted.

Position and Duties. (i) During the Employment Period, or any Additional Employment Period, the Executive shall serve as Chairman the Chief Commercial Officer of the Company and as a Vice President of the Company and, in so doing, shall report to the Chief Executive Officer of the Company or such other person as shall be designated by the Chief Executive 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 perform have such employment 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, so long as such powers and duties are usual reasonable and customary for such positions. At the Chief Commercial Officer of an enterprise comparable to the Company's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, or any Additional Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and full business time during normal business hours to the business and affairs of the CompanyCompany 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. During the Employment Period Period, or any Additional 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, (B) deliver lectures, fulfill limited teachingspeaking engagements or teach at educational institutions, speaking and writing engagements or (C) manage his personal investments, so long as such activities do not significantly interfere with the performance of the Executive's ’s responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilities. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permittedAgreement.

Position and Duties. (ia) During the Employment Period, the Executive shall serve as Chairman and President be Chief Executive Officer of the Company with such duties and shall perform such employment duties responsibilities as are usual and customary for such positions. At assigned to him by the Board of Directors of the Company (the “Board”) consistent with his position as Chief Executive Officer of the Company's , including, as the Board may request, the Executive shall without additional compensation, to serve the Company and/or its as an officer or director of certain subsidiaries and affiliates in other offices and capacities in addition to affiliated entities of the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this AgreementCompany. (iib) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to shall devote appropriate his full attention and time during normal business hours to the business and affairs of the Company and shall perform his services primarily at the Company’s headquarters, wherever the Board may from time to time designate them to be, and shall use his reasonable best efforts to carry out the responsibilities assigned to the Executive faithfully and efficiently. During the Employment Period it It shall not be considered a violation of this Agreement the foregoing for the Executive to (Ai) serve on corporate, civic or charitable boards or committees, (Bii) deliver lectures, fulfill limited teaching, speaking and writing engagements or teach at educational institutions, (Ciii) serve on the board of directors of other companies, so long as the Company approves such appointments (such approval not to be unreasonably withheld), or (iv) manage his personal investments, so long as such activities do not significantly compete with and are not provided to or for any entity that competes with or intends to compete with the Company or any of its subsidiaries and affiliates and do not interfere with the performance of the Executive's ’s responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilities. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permittedAgreement.

Position and Duties. (ia) During Effective as of the Employment PeriodClosing Date, the Executive will be employed by the Company, on a full-time basis, as its Chief Marketing Officer. (b) The Executive’s duties, authorities, and responsibilities shall serve as Chairman be those typical of a Chief Marketing Officer of a company with the size and President scope of the Company. The Executive agrees that, while employed by the Company, he will devote his reasonable best efforts, business judgment, skill and knowledge to the advancement of the business interests of the Company and shall perform such employment its Affiliates and to the discharge of his duties as are usual and customary responsibilities for such positionsthem. At Notwithstanding the Company's requestforegoing, the Executive shall may (i) serve on the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to managing boards of for-profit or not-for-profit entities with the foregoing. In prior approval of the event that the Executive, during the Employment Period, serves in Board of Directors of Parent (including any one or more of such additional capacitiescommittees thereof, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition“Board”), in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Periodparticipate in charitable, community, trade, or industry groups and excluding any periods of vacation and sick leave to which the Executive is entitledactivities and, the Executive agrees to devote appropriate attention and time during normal business hours (iii) engage in personal investment activities, in each case to the business and affairs of extent such activities, individually or in the Company. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporateaggregate, civic or charitable boards or committees, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities do not significantly materially interfere with the performance of the Executive's responsibilities as an employee ’s duties under this Agreement, create a conflict of interest, or violate any provision of Section 3 of this Agreement. (c) The Executive’s main place of work will be the Company’s offices in Patras, Greece. The Executive acknowledges, however, that it may be necessary for the Company to transfer the Executive to any other location within Greece during the term of his employment. The Executive acknowledges that such changes in the location of his employment shall not constitute a substantial, unilateral or onerous modification of the Company in accordance with this Agreement and (D) undertake other business responsibilities. It is expressly understood and agreed that to the extent that any such activities have been conducted terms of his employment by the Executive prior to the Effective DateCompany. Furthermore, the continued conduct of such activities (Executive acknowledges that it will also be necessary for the Executive to travel, without any extra pay, whether inside or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with outside Greece, as required for the performance of his duties or as the Executive's responsibilities Company may require. (d) Given his managerial status, it is self-evident that the Executive will not be subject to the law restrictions concerning, inter alia, statutory working hours, overwork, overtime work and work on the sixth day of the week, Sundays and public holidays. (e) The Executive agrees that, while employed by the Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permitted, he will comply in all material respects with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to his position, as in effect from time to time.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Chairman President and President Chief Executive Officer of the Company with the appropriate authority, duties and shall perform responsibilities attendant to such employment position and any other duties as are usual and customary for such positions. At that may reasonably be assigned by the Company's request, ’s Board of Directors (the “Board”) consistent with his position as President and Chief Executive Officer. The Executive shall be appointed to the Board on or prior to the Effective Date and the Company shall use its reasonable best efforts to cause the Executive shall serve the Company and/or its subsidiaries to be nominated and affiliates in other offices and capacities in addition elected to the foregoing. In the event that the Executive, Board during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate substantially all of the Executive’s business time, attention and time during normal business hours energies to the business and affairs performance of the duties assigned to the Executive hereunder, and to perform such duties faithfully, diligently and to the best of the Executive’s abilities and subject to such laws, rules, regulations and policies from time to time applicable to the Company’s other executives. During Notwithstanding the Employment Period it shall not be a violation of above, (x) nothing in this Agreement for shall preclude the Executive from devoting a portion of the Executive’s business time, attention and energies to (A) serve on corporate, civic or charitable boards or committees, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities ’s duties as an employee co-CEO of the Company in accordance with NorthStar Capital Investment Corp. (and such activity shall not violate Section 7 of this Agreement Agreement) and (Dy) undertake other business responsibilities. It is expressly understood Executive shall be entitled to attend to personal and agreed family affairs and investments, be involved in not for profit, charitable and professional activities and serve on up to two for profit boards, provided that to the extent that any such activities have been conducted by foregoing does not, in the Executive prior to the Effective Dateaggregate, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to materially interfere with Executive’s responsibilities hereunder. The Board hereby approves Executive’s service on the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permittedboards set forth in Exhibit A hereto.

Position and Duties. (i) During the Employment Period, the Executive shall continue to serve as Chairman and a Senior Vice President of the Company and shall perform General Manager of the WMSG, with such employment duties and responsibilities as are usual commensurate with such position, and customary for such positions. At shall report to the Chairman and Chief Executive Officer of the Company's request. The Executive’s principal location of employment shall be at the principal headquarters of the Company; provided, however, that the Executive may be required under reasonable business circumstances to travel outside of the applicable principal location of employment in connection with performing his duties under this Agreement. As used in this Agreement, the term “affiliate” of an entity shall include any entity controlled by, controlling, or under common control with such entity. (ii) The Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event agrees that the Executive, during the Employment Period, serves he shall devote all of his business time, energies and talents to serving as the Company’s Senior Vice President and General Manager of the WMSG, and perform his duties conscientiously and faithfully subject to the lawful directions of the boards, and in any one or more accordance with each of such additional capacitiesthe Company’s corporate governance and ethics guidelines, conflict of interests policies, and codes of conduct (collectively, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement“Company Policies”). In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and time during normal business hours to the business and affairs of the Company. During the Employment Period it shall not be a violation of this Agreement for the Executive Executive, subject to the requirements of Section 10, to (A) serve on corporate, civic or charitable boards or committees; provided, that, without the written approval of the Parent Board, which shall not be unreasonably withheld, the Executive shall not serve on more than one such corporate board, (B) deliver lectures or fulfill limited teaching, speaking engagements and writing engagements or (C) manage his personal investments, so long as such activities do not significantly interfere with the performance of the Executive's ’s responsibilities as an employee under this Agreement, or violate any Company Policies. The Executive acknowledges that he has been provided copies of the existing Company in accordance with this Agreement and (D) undertake other business responsibilities. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permittedPolicies.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Chairman Executive Vice President and President Director of the Company and shall perform such employment duties as are usual and customary for such positions. At the Company's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and time during normal business hours to the business and affairs of the Company. 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, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilities. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permitted.

Position and Duties. (ia) During the Employment PeriodTerm, (A) the Executive Executive's position (including status, offices, titles and reporting requirements, authority, duties and responsibilities) shall serve as Chairman be Senior Vice President—Construction and President Engineering reporting to the Board of Directors of the Company and (B) the Executive's services shall perform such employment duties as are usual and customary for such positions. At be performed at the Company's requestexecutive offices in Houston, the Executive shall serve the Company and/or its subsidiaries and affiliates in Texas or other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of locations less than 50 miles from such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreementlocation. (iib) During the Employment PeriodTerm, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate the substantial portion of his attention and time during normal business hours to the business and affairs of the CompanyCompany 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. During the Employment Period Term it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill limited teaching, speaking and writing engagements or teach at educational institutions and (C) manage his personal investmentsinvestments and business endeavors, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilitiesAgreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Datedate hereof, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date date hereof shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permitted.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Chairman and President Chief Executive Officer of the Company Company, with such authority, duties and shall perform such employment duties responsibilities as are usual normally attendant to such position and customary for such positions. At other duties commensurate with this position that may be reasonably assigned by the Company's request’s Board of Directors (the “Board”). The Executive shall report to the Board. On the Effective Date, the Executive shall serve be appointed as a director on the Board, and the Company and/or its subsidiaries and affiliates in other offices and capacities in addition shall nominate the Executive for election to the foregoing. In Board at each annual stockholders’ meeting of the event Company that the Executive, occurs during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate all of his business attention and time during normal business hours to the business and affairs of the Company, and to use his reasonable best efforts to perform such responsibilities. During the Employment Period Period, it shall not be a violation of this Agreement for the Executive to (A) consistent with Company governance policies, serve on corporatecorporate boards or committees of businesses that are not competitors of the Company, with prior written approval of the Board or an authorized committee thereof, (B) serve on civic or charitable boards or committees, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal and family investments, and (D) engage in lectures or teaching, so long as any such activities referenced in Sections 3(a)(ii)(A)-(D) do not significantly not, individually or in the aggregate, interfere with the performance discharge of the Executive's ’s responsibilities as an employee pursuant to this Agreement; provided, however, for the avoidance of doubt, during the Company in accordance with this Agreement and (D) undertake other business responsibilities. It is expressly understood and agreed that to the extent that any such activities have been conducted by Employment Period, the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates hold any written non-competition agreement between the parties shall be permittedother management positions at other companies or any other entities.

Position and Duties. (ia) At the present time, Executive is Executive Vice President, Marketing and Sales, of the Corporation. During the Employment Period, the Executive shall serve as Chairman and President of the Company and shall perform such employment duties as are usual and customary for such positions. At the Company's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacitiesTerm, the Executive's compensation position, duties and responsibilities shall not be increased beyond that specified in Section 2(b) those of this Agreement. In additiona senior executive of the Corporation, in recognizing that, notwithstanding any provision of the event Agreement to the Executive's service in one contrary, 2 the Corporation shall have the absolute right to modify or more change the position, duties, responsibilities and title of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced Executive in any manner as a result of such termination for so long as respect; provided, however, that the Executive otherwise remains shall continue to be employed under in a senior executive capacity during the terms of this AgreementTerm. (iib) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the The Executive agrees to devote appropriate attention and his full business time during normal business hours to the business and affairs of the Company. During Corporation and to use his best efforts to promote the Employment Period it shall not be a violation interests of the Corporation and to perform faithfully and efficiently the responsibilities assigned to him in accordance with the terms of this Agreement Agreement, to the extent necessary to discharge such responsibilities, except for the Executive to (Ai) serve services on corporate, civic or charitable boards or committees, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities do committees not significantly interfere interfering with the performance of the Executive's such responsibilities as an employee of the Company in accordance with this Agreement and (Dii) undertake other business responsibilitiesperiods of vacation and sick leave to which he is entitled. It is expressly understood and agreed that to the extent that Executive's continuing service on any boards and committees with which he shall be connected, as a member or otherwise, as of the date hereof, or any such activities have been conducted service approved by the Executive prior to Corporation during the Effective Dateterm of employment, 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 services for the Corporation pursuant to Company; provided that no such this paragraph (b). (c) During the Term and so long as any payments are being made under Section 4 hereof, the Executive shall refrain from engaging in any activity that violates is directly or indirectly in competition with any written non-competition agreement between activity, or is inimical to the parties shall be permittedbests interests, of the Corporation or any of its subsidiaries or affiliates.

Position and Duties. (ia) During The Company hereby employs the Employment PeriodExecutive, and the Executive hereby accepts employment with the Company as the President of the Music Division of the Company. The Executive shall serve as Chairman and report directly to the Chief Executive Officer of the Company or to the President of the Company, if designated by the Board of Directors of the Company and to the Board of Directors of the Company. (b) The Executive shall have responsibility to oversee and manage the music label and other operations of the Music Division of the Company. The Executive shall also perform such employment duties and responsibilities as are usual and customary for such positions. At may be assigned to him by the Chief Executive Officer of the Company's request, the Executive shall serve President of the Company, if designated by the Board of Directors of the Company and/or its subsidiaries or the Board of Directors of the Company; provided that such other duties and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more responsibilities are of such additional capacities, a type generally consistent with the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, position in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this AgreementCompany. (iic) During the Employment PeriodThe Executive shall devote all of his business time, labor, skill and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and time during normal business hours energy to the business and affairs of the Company and to performing his duties and responsibilities to the Company as set forth in Section 1(b) hereof; provided, however, that the Executive may engage in certain activities as more particularly set forth on Schedule A attached hereto (the "Permitted Activities"); provided, further, however, that engaging in such activities does not materially interfere with the Executive's performance of his duties and responsibilities to the Company; and further, provided that after October 31, 2000 the Executive shall no longer, directly or indirectly, engages in those activities. During The Executive shall perform the Employment Period it Executive's duties and responsibilities to the Company diligently, competently, faithfully and to the best of his ability. The Executive shall not be a violation direct all business opportunities that relate directly or indirectly to the business, activities and/or operations of the Company or its affiliates to the Company. (d) In order to induce the Company to enter into this Agreement, the Executive represents and warrants to the Company that the Executive has the right to negotiate and enter into this Agreement, and the Executive's execution, delivery and performance of this Agreement for does not and will not breach, violate, interfere or conflict with any other agreement, covenant not to compete, option, right of first refusal or other existing business relationship or any judgment or order, in each case, to which the Executive is a party or which is binding upon the Executive or to (A) serve on corporate, civic or charitable boards or committees, (B) fulfill limited teaching, speaking which the Executive is otherwise subject. The Executive acknowledges that this representation and writing engagements or (C) manage his personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of warranty is a material inducement to the Company in accordance with entering into this Agreement and in the event the Executive breaches this representation and warranty, the Executive agrees to indemnify and hold harmless the Company and its subsidiaries and affiliates from any and all claims, actions, losses, damages, liabilities, costs and expenses (Dincluding, but not limited to, reasonable attorneys' fees and expenses) undertake other business responsibilities. It is expressly understood and agreed that to (collectively, "Losses") incurred by the extent that Company or any such activities have been conducted by the Executive prior indemnified party as a result of or relating to the Effective Date, the continued conduct of any such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permittedbreach.

Position and Duties. (i) a. During the Employment PeriodTerm of the Executive's employment hereunder, the Executive will serve in the position, and assume and perform, to the satisfaction of the Company's Board of Directors, the duties and responsibilities consistent with the position of President and Chief Executive Officer, as well as such further and other duties and responsibilities required from time to time by the Company's Board of Directors. In the performance of his duties and responsibilities, the Executive shall serve follow such rules and procedures as Chairman and President of the Company and shall perform such employment duties as are usual and customary for such positions. At may be required by the Company's requestBoard of Directors, including, without limitation, compliance with all internal rules and procedures promulgated or established by the Company's Board of Directors. b. During the Term of the Executive's employment hereunder, the Executive agrees diligently and conscientiously to devote all of his business time, skill, energy and best business efforts to performing his duties and responsibilities hereunder, subject to the provisions of this Agreement; provided, however, that it shall not be considered a violation of the foregoing for the Executive to manage his or her personal investments or to serve on corporate or industry boards or committees listed on Exhibit A hereto. The Company acknowledges that the Executive's engaging in such activities is permitted by, and does not conflict with or violate this Agreement (including, without limitation, the Executive's obligations set forth in paragraphs 2(b), 3, 8 and 9), provided however, that the Executive's engagement in such activities specified in Exhibit A does not unreasonably interfere with his ability to perform his duties and responsibilities under this Agreement or cause material competitive harm to the Company and/or its subsidiaries and affiliates affiliates. To the extent that in other offices and capacities in addition the future the Executive desires to serve on a corporate or industry board or committee not listed on Exhibit A, the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more Company's Board of such additional capacities, Directors will consider the Executive's compensation request, which shall include an indication of whether such new activity is a replacement for or an addition to an activity on Schedule A. The Company's Board of Directors will promptly consider and not be increased beyond unreasonably withhold its approval of such a request by the Executive. c. The Executive represents and warrants that specified in Section 2(b) of he has the full right and authority to enter into this Agreement and to render the services as required under this Agreement, and that by executing this Agreement he is not breaching any contract or legal obligation he owes to any third party. In additionThe Executive agrees that, in the event that he commits a breach of this paragraph 2(c), he will indemnify and hold harmless the Company and its officers, directors, shareholders, parents, affiliates, subsidiaries, successors, predecessors, licensees, assigns and agents, to the farthest extent of the law, from and against any and all claims, losses, damages (including, without limitation, compensatory, statutory, incidental and punitive damages) and expenses (including, without limitation, reasonable attorney's fees and disbursements) arising out of or related to such breach. d. The Executive represents and warrants that no obligation exists between the Executive and any other entity which would prevent or impede the Executive's service in one or more immediate and full performance of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed his obligations under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and time during normal business hours to the business and affairs of the Company. 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, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilities. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permittedall material respects.

Position and Duties. (i) During the Employment Period, (A) the Executive Employee's position (including status, offices, titles, reporting requirements, authority, duties and responsibilities) shall serve as Chairman be Vice President - Global Manufacturing and President Information Technology of the Company and (B) the Employee's services shall perform such employment duties as are usual and customary for such positions. At be performed at the Company's requestexecutive office in Houston, the Executive shall serve the Company and/or its subsidiaries and affiliates in Texas or other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of locations less than 35 miles from such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreementlocation. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive Employee is entitled, the Executive Employee agrees to devote appropriate reasonable attention and time during normal business hours to the business and affairs of the CompanyCompany and, to the extent necessary to discharge the responsibilities assigned to the Employee hereunder, to use the Employee's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive Employee to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill limited teaching, speaking and writing engagements or teach at educational institutions and (C) manage his personal investments, so long as such activities in clause (A), (B), and (C) together do not significantly interfere with the performance of the ExecutiveEmployee's responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilitiesAgreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive Employee prior to the Effective Datedate hereof, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date date hereof shall not thereafter be deemed to interfere with the performance of the ExecutiveEmployee's responsibilities to the Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permitted.

Position and Duties. (i) During the Employment Period, (A) the Executive Executive's position (including status, offices, titles, reporting requirements, authority, duties and responsibilities) shall serve as Chairman be Senior Vice President, General Counsel and President Secretary of the Company and Company, (B) the Executive's services shall perform such employment duties as are usual and customary for such positions. At be performed at the Company's requestexecutive office in Houston, Texas or other locations less than 35 miles from such location and (C) the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition will report directly to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the ExecutiveCompany's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Chief Executive otherwise remains employed under the terms of this AgreementOfficer. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate reasonable attention and time during normal business hours to the business and affairs of the CompanyCompany 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. 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, (B) deliver lectures, fulfill limited teaching, speaking and writing engagements or teach at educational institutions and (C) manage his personal investments, so long as such activities in clause (A), (B), and (C) together do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilitiesAgreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Datedate hereof, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date date hereof shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permitted.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Chairman President and President Chief Executive Officer of the Company REIT and the Operating Partnership. Executive shall perform such employment duties as are usual and customary for such positions. At the Company's request, the Executive positions and shall serve the Company and/or its subsidiaries report directly and affiliates in other offices and capacities in addition solely to the foregoingBoard of Directors of the REIT (the “Board”). In the event that the Executiveaddition, during the Employment Period, serves in the Company shall cause the Executive to be nominated to stand for re-election to the Board at any one or more meeting of stockholders of the REIT during which any such additional capacities, election is held and the Executive's compensation ’s term as director will expire if he is not reelected; provided, however, that the Company shall not be increased beyond obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that specified in Section 2(b) of this Agreement. In addition, in the event Executive is so nominated and is elected to the Executive's service in one or more of such additional capacities is terminatedBoard, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner Executive hereby agrees to serve as a result member of such termination for so long as the Executive otherwise remains employed under the terms of this AgreementBoard. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate substantially full-time attention and time during normal business hours to the business and affairs of the Company. 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, (B) fulfill limited teaching, speaking and writing engagements or engagements, (C) manage his personal investments, or (D) serve as a partner with respect to those Belvedere Capital investments which the Executive has disclosed to the Board prior to the Effective Date, in each case, so long as such activities do not significantly interfere or conflict with the performance of the Executive's ’s responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilities. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permittedAgreement.

Position and Duties. (ia) During the Employment PeriodTerm, Employee shall hold the Executive title of Vice President - Drilling and Operations. The Company and Employee agree that the Employee shall serve as Chairman have duties and President responsibilities consistent with the position set forth above in a company the size and of the nature of the Company, and such other duties and authority that are assigned to Employee from time to time by the Company’s Board of Directors (the “Board”), or such other officer of the Company and as shall perform be designated by the Board. Employee shall report to the Board, or to such employment duties as are usual and customary for such positions. At the Company's request, the Executive shall serve other officer of the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to as shall be designated by the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement.Board (iib) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive Employee agrees to devote appropriate his best efforts and his full business time and attention and time during normal business hours to the business and affairs of the Company. Employee shall perform his duties and responsibilities to the best of his abilities in a diligent and professional manner, and agrees to comply with all of the policies of the Company, including such policies with respect to legal compliance, conflicts of interest, confidentiality and business ethics as are from time to time in effect. During the Employment Period it Term, Employee shall not be a violation engage in any business activity which, in the reasonable judgment of this Agreement for the Executive to (A) serve on corporateBoard, civic conflicts or charitable boards or committees, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities do not significantly interfere interferes with the performance duties and responsibilities of Employee hereunder, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the Executive's responsibilities as an employee prior written approval of the Company or engage in accordance or be employed by any other business; provided, however, that the foregoing provisions of this Section 2 shall not limit or prohibit Employee from engaging in community, charitable and social activities, personal investment activities and the endeavors set forth on Exhibit A attached hereto, in each case not interfering with the Employee’s performance and obligations hereunder. For the avoidance of doubt, this Agreement and (D) undertake other business responsibilities. It is expressly understood and agreed that Section 2 shall not limit or prohibit Employee from providing services to or for the benefit of the ▇▇▇▇▇▇▇▇ Entities pursuant to the extent Second Amended and Restated Service Agreement dated as of March 1, 2005 by and among the Company and the ▇▇▇▇▇▇▇▇ Entities (as defined therein), as amended from time to time. (c) Employee acknowledges and agrees that Employee owes a duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Company and to do no intentional act that would injure the business, interests, or reputation of the Company or any such activities have been conducted by the Executive prior of its Affiliates. In keeping with these duties, Employee shall make full disclosure to the Effective Date, the continued conduct Company of such activities (or the conduct of activities similar in nature and scope thereto) subsequent all significant business opportunities pertaining to the Effective Date Company’s business and shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permitted.appropriate for Employee’s own benefit US 4716556v.2

Position and Duties. (ia) As of the Effective Date, Employee will serve as the Senior Vice President-Application Development and Employee will be responsible for the following: application research and development for the Company including but not limited to the design of UI/UX, both internal and external APIs, database schematics, and development of various components related to the foregoing. Employee will report directly to ▇.▇. ▇▇▇▇ ▇▇. Employee agrees to perform such other duties and functions as shall from time to time be assigned or delegated to Employee consistent with Employee’s position as the Senior Vice President- Application Development of the Company. (b) During the Employment PeriodTerm, Employee will serve the Executive shall serve as Chairman Company faithfully and President to the best of his ability, devote his entire business time, energy and skill to such employment, and use his reasonable best efforts, skill and ability to promote the Company’s interest in a manner consistent with his position for the duration of the Employment Term. Employee agrees not to engage in any other employment, occupation or consulting activity for any direct or indirect remuneration without the prior approval of the Company and shall perform such employment duties as are usual and customary for such positionswhich may be granted or withheld in its sole discretion. At the Company's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition Notwithstanding this Section 2(b) or anything to the foregoing. In the event that the Executivecontrary in this Agreement, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation Employee shall not be increased beyond that specified prohibited from providing Employee’s time, skill and energy to assist his Mother with the ▇▇▇▇▇▇▇ Businesses (as defined in Section 2(b12) of this Agreement. In addition, in the event the Executive's service in one or for no more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and time during normal business than 20 hours to the business and affairs of the Company. 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, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, per month so long as such activities do not significantly materially interfere with or adversely affect Employee’s ability to perform his duties and responsibilities to the performance Company. (c) Employee will be domiciled in and work out of the Executive's responsibilities as an employee of Las Vegas, Nevada, or any other location selected by Employee when working remotely, subject to approval by the Company in accordance with this Agreement and (D) undertake other business responsibilities. 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 which shall not thereafter be deemed unreasonably withheld in the case of any working remotely which is expected to interfere with the performance be for an extended period of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permittedtime.

Position and Duties. (ia) During the Employment Period, the The Executive shall serve as Chairman Assistant to the President and President Corporate Secretary of the Company and shall perform such employment duties as are usual and customary for such positionsCompany. At Without limiting the Companygeneral scope of the Executive's request, position: (i) the Executive shall serve be permitted to work from his office at his residence in Rising Sun, Maryland and shall not be required to report to any single individual other than the President, and the Board of Directors, (ii) no other individual shall be elected or appointed as Assistant to the President or Corporate Secretary of the Company, and (iii) no individual or group of individuals (including a committee established or other designee appointed by the Board) shall have any authority over or equal to the authority of the Executive in his role as Assistant to the President and Corporate Secretary or could have the effect of, or appear to have the effect of, giving such authority to any such individual or group. The Executive shall be entitled to the full protection of applicable indemnification provisions of the certificate of incorporation and bylaws of the Company, as the same may be amended from time to time, for his service as a director, officer and employee of the Company, (b) If: (i) the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, materially changes the Executive's compensation shall not be increased beyond that specified duties and responsibilities as set forth in Section 2(bParagraph 3(a) without his consent (including, without limitation, violation of any of the provisions of clause (i), (ii) or (iii) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement.Paragraph 3 (a)); (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which Company requires the Executive is entitledto work full-time at a location other than his residence at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇; (iii) there occurs a material breach by the Company of any of its obligations under this Employment Agreement (other than those specified in this Section 3(b)) that has not been cured in all material respects within ten (10) days after the Executive agrees to devote appropriate attention and time during normal business hours gives notice thereof to the business and affairs Company; (iv) there occurs a "change in control" (as hereinafter defined) of the Company or; (v) the Board or any nominating committee thereof or committee performing a Board nomination function fails to nominate the Executive for election to the Board in connection with any shareholders' meeting to be held or action to be taken for the election of directors; (vi) the Executive has not been paid for a cumulative sixty (60) day period without Executive's consent in excess of the period of non-payment for similar Executives, Then the Executive shall have the right to terminate his employment with the Company. During the Employment Period it , but such termination shall not be considered a violation voluntary resignation or termination of such employment or of this Employment Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilities. 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 but rather a discharge of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between Executive by the parties shall be permittedCompany without "cause" (as defined in Paragraph 6(a)(ii)).

Position and Duties. (ia) During The Executive shall serve as the Employment PeriodCompany’s Executive Vice President and Chief Information Officer. The Executive will report to the Company’s Executive Vice President and Chief of Staff. (b) The Executive shall perform those services customary to this office and such other lawful duties that the Company’s Chief Executive Officer may reasonably assign to him. The Executive shall devote all of his business time and best efforts to the performance of his duties under this Agreement and shall be subject to, and shall comply with the Company policies, practices and procedures and all codes of ethics or business conduct applicable to his position, as in effect from time to time. Notwithstanding the foregoing, the Executive shall be entitled to (i) serve as Chairman and President a member of the Company and shall perform such employment duties as are usual and customary for such positions. At the Company's requestboard of directors or advisory board of a reasonable number of other companies, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition subject to the foregoing. In advance approval of the event that the ExecutiveChief Executive Officer, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation which approval shall not be increased beyond that specified in Section 2(bunreasonably withheld, (ii) serve on civic, charitable, educational, religious, public interest or public service boards, subject to the advance approval of this Agreement. In additionthe Chief Executive Officer, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, which approval shall not be diminished or reduced unreasonably withheld, (iii) manage the Executive’s personal and family investments, in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Periodeach case, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and time during normal business hours to the business and affairs of the Company. 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, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as extent such activities do not significantly interfere materially interfere, as determined by the Chief Executive Officer in good faith, with the performance of the Executive's ’s duties and responsibilities as an employee of the Company in accordance with this Agreement hereunder; and (Div) undertake participate in interviews, contribute to blogs and engage in other business responsibilities. It is expressly understood similar activities so long as such matters contemplated by this clause (iv) are unpaid and agreed that to the extent that any such activities have been conducted do not materially interfere, as determined by the Chief Executive prior to the Effective DateOfficer in good faith, 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 ’s duties and responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permittedhereunder.

Position and Duties. (i) During the Employment Period, (A) the Executive’s position with the Company (including status, offices, titles, reporting requirements, authority, duties and responsibilities) shall be as identified on the signature page hereto, (B) the Executive’s services shall be performed at the Company’s office identified on the signature page hereto (or other locations less than thirty-five (35) miles from such location); and (C) the Executive shall serve as Chairman and President of the Company and shall perform such employment duties as are usual and customary for such positions. At the Company's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition will report directly to the foregoing. In position identified on the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreementsignature page hereto. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate reasonable attention and time during normal business hours to the business and affairs of the CompanyCompany 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. 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, (B) deliver lectures, fulfill limited teaching, speaking and writing engagements or teach at educational institutions and (C) manage his personal investments, so long as such activities in clause (A), (B), and (C) together do not significantly interfere with the performance of the Executive's ’s responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilitiesAgreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Datedate hereof, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date date hereof shall not thereafter be deemed to interfere with the performance of the Executive's ’s responsibilities to the Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permitted.

Position and Duties. (i) During the Employment Period, (A) the Executive’s position (including status, offices, titles, reporting requirements, authority, duties and responsibilities) shall be Senior Vice President — Reservoir & Production and Chief Technology Officer of the Company, (B) the Executive’s services shall be performed at the Company’s offices in Aberdeen, Scotland or other locations agreed by the Executive shall serve as Chairman and President of (C) the Company and shall perform such employment duties as are usual and customary for such positions. At Executive will report directly to the Company's request, the ’s Chief Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this AgreementOfficer. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate reasonable attention and time during normal business hours to the business and affairs of the CompanyCompany 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. 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, (B) deliver lectures, fulfill limited teaching, speaking and writing engagements or teach at educational institutions and (C) manage his personal investments, so long as such activities in clause (A), (B), and (C) together do not significantly interfere with the performance of the Executive's ’s responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilitiesAgreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Datedate hereof, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date date hereof shall not thereafter be deemed to interfere with the performance of the Executive's ’s responsibilities to the Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permitted.

Position and Duties. (ia) During the Employment PeriodTerm, Employee shall hold the Executive title of Vice President and General Counsel. The Company and Employee agree that the Employee shall serve as Chairman have duties and President responsibilities consistent with the position set forth above in a company the size and of the nature of the Company, and such other duties and authority that are assigned to Employee from time to time by the Company’s Board of Directors (the “Board”), or such other officer of the Company and as shall perform be designated by the Board. Employee shall report to the Board, or to such employment duties as are usual and customary for such positions. At the Company's request, the Executive shall serve other officer of the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to as shall be designated by the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this AgreementBoard. (iib) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive Employee agrees to devote appropriate his best efforts and his full business time and attention and time during normal business hours to the business and affairs of the Company. Employee shall perform his duties and responsibilities to the best of his abilities in a diligent and professional manner, and agrees to comply with all of the policies of the Company, including such policies with respect to legal compliance, conflicts of interest, confidentiality and business ethics as are from time to time in effect. During the Employment Period it Term, Employee shall not be a violation engage in any business activity which, in the reasonable judgment of this Agreement for the Executive to (A) serve on corporateBoard, civic conflicts or charitable boards or committees, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities do not significantly interfere interferes with the performance duties and responsibilities of Employee hereunder, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the Executive's responsibilities as an employee prior written approval of the Company or engage in accordance or be employed by any other business; provided, however, that the foregoing provisions of this Section 2 shall not limit or prohibit Employee from engaging in community, charitable and social activities, personal investment activities and the endeavors set forth on Exhibit A attached hereto, in each case not interfering with the Employee’s performance and obligations hereunder. For the avoidance of doubt, this Agreement and (D) undertake other business responsibilities. It is expressly understood and agreed that Section 2 shall not limit or prohibit Employee from providing services to or for the benefit of the ▇▇▇▇▇▇▇▇ Entities pursuant to the extent Second Amended and Restated Service Agreement dated as of March 1, 2005 by and among the Company and the ▇▇▇▇▇▇▇▇ Entities (as defined therein), as amended from time to time. (c) Employee acknowledges and agrees that Employee owes a duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Company and to do no act that would injure the business, interests, or reputation of the Company or any such activities have been conducted by the Executive prior of its Affiliates. In keeping with these duties, Employee shall make full disclosure to the Effective DateCompany of all significant business opportunities pertaining to the Company’s business and shall not appropriate for Employee’s own benefit business opportunities concerning the subject matter of the fiduciary relationship. Except as set forth in Section 5(d)(ii), for purposes of this Agreement, the continued conduct of such activities (term “Affiliate” shall mean an individual or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permitteda specified individual or entity.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Chairman and President of the Company and shall perform such employment duties as are usual and customary for such positions. At the Company's ’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's ’s compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's ’s service in one or more of such additional capacities is terminated, the Executive's ’s compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, Period and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and time during normal business hours to the business and affairs of the Company. 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, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities do not significantly interfere with the performance of the Executive's ’s responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilities. 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 ’s responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permitted.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Chairman the President and President Chief Executive Officer of the Company Company, and shall perform report to the Chief Executive Officer (or, if there is no Chief Executive Officer, the highest-level executive officer) of the Managing General Partner. Executive shall have those powers and duties with respect to the Company normally associated with the position of President and Chief Executive Officer, and such employment other powers and duties as may be assigned to him by the Board of Directors of the Managing General Partner (hereinafter referred to as “Board”); provided that, the Board shall assign him only such other powers and duties as are usual of a type, nature and customary dignity consistent with Executive’s position, and do not violate any applicable laws or regulations. Subject to the remaining provisions hereof, Executive shall devote his full working time, attention and energies to the performance of his duties for the Managing General Partner. Executive shall retain the ability, without violating the terms of employment with the Company or the Partnership’s conflict of interest policies, to (i) have an indirect economic interest in CDM MAX, LLC, a Texas limited liability company (“CDM MAX”), (ii) have board-level involvement with the operations and affairs of CDM MAX, provided that such positions. At involvement does not significantly interfere with Executive’s duties to the Company's request, and (iii) receive payments related to CDM MAX, both in respect of the Executive shall serve the Company and/or its subsidiaries indirect ownership position and affiliates in other offices and capacities in addition consulting fees disclosed to the foregoingManaging General Partner; provided, however, that Executive may not cause CDM MAX to solicit customers of the Partnership or any of its Subsidiaries in areas in which CDM ▇▇▇ ▇▇▇ become competitive with the Partnership or any of its Subsidiaries. In the event that the Executive, during the Employment Period, serves Executive may also manage personal investments and engage in any one civic or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for charitable activities so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and time during normal business hours to the business and affairs of the Company. 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, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities same do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company Managing General Partner in accordance with this Agreement Agreement. If, from time to time, the Company or an Affiliate of the Company desires that the Executive render services to any such Affiliate outside the scope of the services described above, then (i) the Company shall first obtain authorization from the Chief Executive Officer (or, if there is no Chief Executive Officer, the highest-level executive officer) of the Managing General Partner and (Dii) undertake other business responsibilities. It is expressly understood and agreed that any additional compensation to the extent that any such activities have been conducted by the Executive prior for providing those services must be reasonably acceptable to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permitted.

Position and Duties. (i) During the Employment Period, (A) the Executive Executive's position (including status, offices, titles and reporting requirements, authority, duties and responsibilities) shall serve as Chairman be Vice President and President Interim General Counsel of the Company and he shall perform such employment duties as are usual and customary for such positions. At report to the Company's request, Chairman of the Executive shall serve Board of the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, (B) the Executive's compensation services shall be performed at the principal executive offices of Weat▇▇▇▇▇▇▇ ▇▇▇ernational, Inc. in Houston, Texas or such other locations as do not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event unreasonably interfere with the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreementability to perform services hereunder. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and assist the Company on a part-time basis from time to time during normal business hours as the Company may reasonably require in the development and implementation of the Company's strategic alternatives; provided, however, that the services of the Executive hereunder shall not materially interfere with the principal employment of the Executive or, in any case, require the Executive to devote more than 20% of his business time to the business and affairs of the Company. The Executive will use his reasonable efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) continue his employment with Weat▇▇▇▇▇▇▇ International, Inc. and its affiliates or other entities by which the Executive is employed, (B) serve on corporate, civic or charitable boards or committees, (BC) deliver lectures, fulfill limited teaching, speaking and writing engagements or (C) manage his personal investmentsteach at educational institutions, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilitiesserve as "Of Counsel" to Fulbright & Jawo▇▇▇▇ ▇.▇.P. and (E) manage personal investments. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Datedate hereof, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date date hereof shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permitted.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Chairman and President Chief Executive Officer and/or Creative Director of the Company and shall perform such employment duties as are usual and customary for such positionspositions and such other duties as the Board of Directors of Company (the "Board") shall from time to time reasonably assign to Executive. At the Company's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition report to the foregoingBoard of Directors of Company and shall serve as Chairman of the Board. In the event that the Executive, during During the Employment Period, serves in any one or more of such additional capacities, Executive shall perform his duties at the ExecutiveCompany's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, offices in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this AgreementLos Angeles metropolitan area. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention substantially all of his business time, energy, skill and time during normal business hours best efforts to the performance of his duties hereunder in a manner that will faithfully and diligently further the business and affairs interests of the Company. During Notwithstanding the foregoing, 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 committeescommittees consistent with Company's conflicts of interests policies and corporate governance guidelines in effect from time to time, (B) deliver lectures or fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee executive officer of the Company in accordance with this Agreement and (D) undertake other business responsibilitiesCompany. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective DateDate and fully disclosed to Company, 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 GUEZ EMPLOYMENT AGREEMENT of the Executive's responsibilities to Company; provided provided, however, that no such activity shall be permitted that violates any written non-competition conflict of interest agreement between the parties shall be permittedor prevents Executive from devoting substantially all of his business time to the fulfillment of his duties hereunder.

Position and Duties. (ia) During the Employment PeriodTerm, Employee shall hold the Executive title of Vice President - Drilling & Operations. The Company and Employee agree that the Employee shall serve as Chairman have duties and President responsibilities consistent with the position set forth above in a company the size and of the nature of the Company, and such other duties and authority that are assigned to Employee from time to time by the Company’s Board of Directors (the “Board”), or such other officer of the Company and as shall perform be designated by the Board. Employee shall report to the Board, or to such employment duties as are usual and customary for such positions. At the Company's request, the Executive shall serve other officer of the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to as shall be designated by the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement.Board (iib) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive Employee agrees to devote appropriate his best efforts and his full business time and attention and time during normal business hours to the business and affairs of the Company. Employee shall perform his duties and responsibilities to the best of his abilities in a diligent and professional manner, and agrees to comply with all of the policies of the Company, including such policies with respect to legal compliance, conflicts of interest, confidentiality and business ethics as are from time to time in effect. During the Employment Period it Term, Employee shall not be a violation engage in any business activity which, in the reasonable judgment of this Agreement for the Executive to (A) serve on corporateBoard, civic conflicts or charitable boards or committees, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities do not significantly interfere interferes with the performance duties and responsibilities of Employee hereunder, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the Executive's responsibilities as an employee prior written approval of the Company or engage in accordance or be employed by any other business; provided, however, that the foregoing provisions of this Section 2 shall not limit or prohibit Employee from engaging in community, charitable and social activities, personal investment activities and the endeavors set forth on Exhibit A attached hereto, in each case not interfering with the Employee’s performance and obligations hereunder. For the avoidance of doubt, this Agreement and (D) undertake other business responsibilities. It is expressly understood and agreed that Section 2 shall not limit or prohibit Employee from providing services to or for the benefit of the ▇▇▇▇▇▇▇▇ Entities pursuant to the extent Second Amended and Restated Service Agreement dated as of March 1, 2005 by and among the Company and the ▇▇▇▇▇▇▇▇ Entities (as defined therein), as amended from time to time. (c) Employee acknowledges and agrees that Employee owes a duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Company and to do no act that would injure the business, interests, or reputation of the Company or any such activities have been conducted by the Executive prior of its Affiliates. In keeping with these duties, Employee shall make full disclosure to the Effective DateCompany of all significant business opportunities pertaining to the Company’s business and shall not appropriate for Employee’s own benefit business opportunities concerning the subject matter of the fiduciary relationship. Except as set forth in Section 5(d)(ii), for purposes of this Agreement, the continued conduct of such activities (term “Affiliate” shall mean an individual or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permitteda specified individual or entity.

Position and Duties. (i) During the Employment Period, (A) the Executive shall serve as Chairman (x) Chief Operating Officer and President of the Company and shall perform such employment duties as are usual and customary for such positions. At Company, reporting to Richard B. Priory, (y) a member of the Company's requestExecutive Committee, ▇▇▇▇▇ ▇▇▇mittee shall have the responsibilities and shall be constituted as set forth in Section 8.15(d) of the Merger Agreement, and (z) a member of the Office of the Chief Executive Officer, which shall be the senior policy-making body of the Company and which shall be comprised solely of the Executive and the Chief Executive Officer of the Company, and shall serve have such authority, duties and responsibilities as are commensurate with such positions and as may be consistent with such position as may be assigned to him by the Company and/or its subsidiaries Board and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, (B) the Executive's compensation services shall not be increased beyond that specified performed at offices of the Company in Section 2(b) of this AgreementHouston, Texas, and Charlotte, North Carolina (the "Office Locations"), and in no event shall the Executive be required to reside on a permanent basis in North Carolina, but he may elect to do so. In additionNotwithstanding the foregoing, the Company and the Executive may mutually agree to such changes in the event the Executive's service position, reporting or location of employment as are in one or more the best interests of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) Company without violating the provisions of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreementparagraph. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate substantially all of his attention and time during normal business hours to the business and affairs of the CompanyCompany and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive's best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill limited teaching, speaking and writing engagements or teach at educational institutions and (C) manage his personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilities. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permittedAgreement.

Position and Duties. (ia) During the Employment Period, the The Executive shall serve as Chairman and President & CEO of the Company and shall perform such employment duties as are usual and customary for such positionsCompany. At Without limiting the Company's request, general scope of the Executive’s position: (i) the Executive shall serve work from the corporate offices and is also permitted to work from his office at his residence and shall report to the Board of Directors, (ii) no other individual shall be elected or appointed as President & CEO of the Company, and (iii) no individual or group of individuals (including a committee established or other designee appointed by the Board) shall have any authority over or equal to the authority of the Executive in his role as President & CEO or could have the effect of, or appear to have the effect of, giving such authority to any such individual or group. The Executive shall be entitled to the full protection of applicable indemnification provisions of the certificate of incorporation and bylaws of the Company, as the same may be amended from time to time, for his service as a director, officer and employee of the Company, (b) If: (i) the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that materially changes the Executive’s duties and responsibilities as set forth in Paragraph 3(a) without his consent (including, during without limitation, violation of any of the Employment Periodprovisions of clause (i), serves in any one (ii) or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b(iii) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement.Paragraph 3 (a)); (ii) During there occurs a material breach by the Company of any of its obligations under this Employment Period, and excluding any periods of vacation and sick leave to which Agreement (other than those specified in this Section 3(b)) that has not been cured in all material respects within ten (10) days after the Executive is entitled, gives notice thereof to the Company; (iii) there occurs a “change in control” (as hereinafter defined) of the Company or; (iv) the Executive agrees to devote appropriate attention and time during normal business hours to the business and affairs has not been paid for a cumulative sixty (60) day period without Executive’s consent in excess of the period of non-payment for similar Executives, Then the Executive shall have the right to terminate his employment with the Company. During the Employment Period it , but such termination shall not be considered a violation voluntary resignation or termination of such employment or of this Employment Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilities. 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 but rather a discharge of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between Executive by the parties shall be permittedCompany without “cause” (as defined in herein).

Position and Duties. (i) During the Employment Period, the Executive shall serve as Chairman President and President Chief Executive Officer of the Company and shall perform have such employment responsibilities, duties and authority as are usual customarily and customary for ordi- narily exercised by executives in similar positions in similar businesses in the United States and shall exercise such positions. At responsibilities, duties and authority consistent with the foregoing as the Company's request, Board of Directors (the Executive "Board") shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition determine from time to the foregoingtime. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive shall report to the Board. It is entitledthe intention of the parties that, during the Term, Executive shall be nominated, and following his election or appointment, shall serve, as a director of the Company; provided, however, that the Executive agrees to shall resign as a director of the Company immediately if his employment hereunder is terminated for any reason. The Executive shall devote appropriate attention substantially all his working time and time during normal business hours efforts to the business and affairs of the CompanyCompany and shall use his best efforts to carry out his responsibilities faithfully and efficiently in a professional manner. During Notwithstanding the foregoing, it is understood that (i) during the first year of the Employment Period it Period, the Executive shall not serve as a director of any for-profit business enterprise other than Clawson Associates and (ii) subject to any conflict of inte▇▇▇▇ ▇▇licies of the Company and Section 8, following the first year of the Employment Period, the Executive may with the prior consent of the Board, which shall not be a violation of this Agreement for the Executive to (A) unreasonably withheld, serve on corporatethe board of directors of up to two additional for-profit business enterprises. It is further understood that during the Employment Period, civic or charitable boards or committees, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities do not significantly interfere with the performance subject to any conflict of the Executive's responsibilities as an employee interest policies of the Company and Section 8, the Executive may (x) serve in accordance any capacity with this Agreement any civic, charitable, educational or professional organization provided that such service does not materially interfere with his duties and responsibilities hereunder and (Dy) undertake other business responsibilities. It is expressly understood make and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct manage personal investments of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permittedhis choice.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Chairman President and Chief Financial Officer of the Company, and shall report solely and directly to the Board of Directors (the “Board”) of Holdings. Executive shall have those powers and duties normally associated with the position of President and Chief Financial Officer of entities comparable to the Company and shall perform such employment other powers and duties as may be prescribed by the Board; provided, that such other powers and duties are usual consistent with Executive’s position as President and customary Chief Financial Officer. Executive shall devote as much of his working time, attention and energies during normal business hours (other than absences due to illness or vacation) to satisfactorily perform his duties for such positions. At the Company's request. Notwithstanding the above, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition be permitted, to the foregoing. In extent such activities do not substantially interfere with the event that the performance by Executive of his duties and responsibilities hereunder or violate Section 11 hereof, to (i) manage Executive’s personal, during the Employment Periodfinancial and legal affairs, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) serve on civic or charitable boards or committees 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 of the Effective Date shall be deemed not to interfere with the performance by Executive of his duties and responsibilities under this Agreement), and (iii) deliver lectures or fulfill speaking engagements. During the Employment Period, and excluding any periods of vacation and sick leave to which the for so long as Executive is entitled, the Executive agrees to devote appropriate attention and time during normal business hours to the business and affairs remains an officer of the Company. 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, (Bi) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long Executive shall also serve as such activities do not significantly interfere with the performance a member of the Executive's responsibilities as an employee Board of the Company in accordance with this Agreement Company, and (Dii) undertake other business responsibilities. It is expressly understood Executive shall also serve as President and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct Chief Financial Officer of such activities (or the conduct of activities similar in nature Holdings and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance as a member of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permittedBoard of Holdings.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Chairman and President the Chief Financial Officer of the Company and shall perform Company. In such employment duties as are usual and customary for such positions. At the Company's requestcapacity, the Executive shall serve report directly to the Chief Executive Officer of the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to (the foregoing“CEO”). In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitledshall have the duties, responsibilities and authority as shall be consistent with the Executive’s position and such other duties, responsibilities and authority as may be assigned to the Executive from time to time by the CEO. For the avoidance of doubt, the Executive’s duties hereunder may include, without limitation, performing work for, and participating in activities related to, Enfission, LLC (“Enfission”). During the Employment Period, the Executive agrees shall devote substantially all of the Executive’s business efforts to devote appropriate attention the performance of the Executive’s duties hereunder and time during normal business hours to the advancement of the business and affairs of the Company. During the Employment Period it Company and Enfission, provided that in no event shall not be a violation of this Agreement for sentence prohibit the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) fulfill limited teaching, speaking from creating and writing engagements or (C) manage managing his personal investmentsand family investments or participating in activities involving professional, charitable, educational or religious organizations, so long as such personal or family investments and other professional consulting activities (i) do not significantly interfere with the performance Executive’s duties hereunder or violate any of the Executive's responsibilities as an employee provisions of Section 8 herein, and (ii) comply with the Company’s Code of Business Conduct and Ethics and other policies of the Company as in accordance effect from time to time. The Executive may serve on the board of directors of other publicly-traded companies with this Agreement and (D) undertake other business responsibilitiesthe prior written approval of the Board, provided that the Executive agrees to resign such service in the event the Board reasonably determines that such service interferes with the Executive’s duties hereunder. It is expressly understood and agreed that to the extent that any such activities have been conducted The Executive shall, if requested by the Executive prior to the Effective DateBoard, the continued conduct also serve as an officer or director 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 any affiliate of the Executive's responsibilities to Company; provided that Company for no such activity that violates any written non-competition agreement between the parties shall be permittedadditional compensation.

Position and Duties. (ia) During the Employment Period, the Executive Employee shall serve as Chairman Chief Executive Officer and President of the Company and shall perform be responsible for such employment duties as may be reasonably prescribed by the Board of Directors of the Company which are usual consistent with the customary duties of such offices. Employee will report to the Board of Directors of the Company and customary for such positions. At based in the Company's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement’s Houston office. (iib) During the Employment PeriodEmployee shall devote his reasonable best efforts and his full business time and attention (except for permitted vacation periods, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and time during normal business hours illness or other incapacity) to the business and affairs of the Company. During the Employment Period , and it shall not be considered a violation of this Agreement for the Executive to Employee to, (Aa) engage in or serve such professional, civic, trade association, charitable, community, religious or similar types of organizations or speaking selections as the Employee may select; (b) serve with the consent of the Board of Directors of the Company on corporatethe boards of directors or advisory committees of any entities, civic or charitable boards or committees, engage in other business activities; and (Bc) fulfill limited teaching, speaking attend to the Employee’s personal matters and writing engagements or (C) manage his personal investments, finances so long as such services and activities in (a) – (c) do not significantly interfere with the performance of the Executive's Employee’s responsibilities as an employee of the Company. (c) As part of his duties, Employee shall support and assist Company in accordance with this Agreement and (D) undertake other business responsibilities. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior best of his ability in identifying and hiring his successor as Company’s new C.E.O. and President, and shall assert his best efforts in transitioning duties to the Effective Datesuccessor, once hired. (d) As partial consideration for, and as a condition of, Employee’s employment with the Company, Employee has executed contemporaneously with the execution of this Agreement, the continued conduct of such activities (or the conduct of activities similar in nature Confidentiality and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permitted.Restrictive Covenants Agreement attached hereto as Exhibit A.

Position and Duties. (i) During the Employment Period, the Executive Executive's position (including status, offices, titles, authority, duties and responsibilities) shall serve as Chairman and be President of the Company and Company. The Executive’s services shall perform such employment duties as are usual and customary for such positions. At be performed at the Company's request, location where the Executive shall serve was employed immediately preceding the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in Effective Date or any one office or more of location less than thirty-five (35) miles from such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreementlocation. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate reasonable attention and time during normal business hours for a similarly situated executive to the reasonable business and affairs of the CompanyCompany 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. 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, (B) deliver lectures, fulfill limited teaching, speaking and writing engagements or teach at educational institutions and (C) manage his personal investments, so long as such activities in clause (A), (B), and (C) together do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilitiesAgreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Datedate hereof, and are listed on Exhibit A, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date date hereof shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permitted.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Chairman Chairman, CEO and President of the Company and shall perform such employment duties as are usual and customary for such positions. At the Company's ’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's ’s compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's ’s service in one or more of such additional capacities is terminated, the Executive's ’s compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and time during normal business hours to the business and affairs of the Company. 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, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities do not significantly interfere with the performance of the Executive's ’s responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilities. 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 ’s responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permitted.

Position and Duties. (i) During the Employment Period, (A) the Executive Executive's position (including status, offices, titles and reporting requirements, authority, duties and responsibilities) shall serve as Chairman be Vice President, Tubular Division and President of the Company and shall perform such employment duties as are usual and customary for such positions. At other similar position relating to the Company's request, the Executive shall serve the Company and/or its subsidiaries Grant Prideco tubular division and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, (B) the Executive's compensation services shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in performed at the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as location where the Executive otherwise remains was employed under immediately preceding the terms of this Agreementdate hereof or any office or location less than 35 miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate reasonable attention and time during normal business hours to the business and affairs of the CompanyCompany 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. 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, (B) deliver lectures, fulfill limited teaching, speaking and writing engagements or teach at educational institutions and (C) manage his personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilitiesAgreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Datedate hereof, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date date hereof shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permitted.

Position and Duties. During the Employment Period, Executive shall serve as President and Chief Executive Officer of the Company, reporting directly to the Board of Directors of the Company (i) the "Board"), and in such other position or positions with the Company as the Board and Executive shall agree upon from time to time. During the Employment Period, the Company shall use its best efforts to have Executive elected and continued as a member of (i) the Board and (ii) the Executive Committee of the Board. During the Employment Period, Executive shall serve as Chairman have responsibility for the general management and President operation of the Company and shall perform have the duties, responsibilities and obligations customarily assigned to individuals serving in the position or positions in which Executive serves hereunder and such employment duties other duties, responsibilities and obligations as are usual the Board and customary for such positions. At the Company's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition agree upon from time to time. Executive shall devote substantially all of his time to the foregoing. In services required of him hereunder, provided that nothing contained herein shall preclude Executive from (i) serving on the event that board of directors of any business corporation with the Executive, during consent of the Employment Period, serves in any one or more of such additional capacities, Board and the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Board hereby grants its consent to Executive's service in one or more on the board of such additional capacities is terminatedMaytag Corporation, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During serving on the Employment Periodboard of, and excluding or working for, any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and time during normal business hours to the business and affairs of the Company. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic charitable or charitable boards or committees, (B) fulfill limited teaching, speaking and writing engagements community organization or (Ciii) manage pursuing his personal investmentsfinancial and legal affairs, so long as such activities activities, individually or collectively, do not significantly materially interfere with the performance of the Executive's responsibilities as an employee duties hereunder. Executive represents that his employment hereunder and compliance by him with the terms and conditions of the Company in accordance with this Agreement will not conflict with or result in the breach of any agreement to which he is a party or by which he may be bound. The Company represents that this Agreement has been authorized by due corporate action and (D) undertake other business responsibilities. It that the terms and conditions of this Agreement will not conflict with or result in the breach of any agreement to which it is expressly understood and agreed that to the extent that any such activities have been conducted a party or 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 which it may be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permittedbound.

Position and Duties. (ia) During Employee’s employment with the Employment PeriodCompany, the Executive Employee shall serve as Chairman Head of Retail and President of the Company Trees and shall perform have such employment duties and authority commensurate with such position and as are usual and customary for such positionsshall be assigned to him from time to time by the Chief Executive Officer. At Without limiting the Company's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to generality of the foregoing. In , Employee shall be responsible for, among other matters, any and all retail operations as may be assigned to Employee as well as development of a vertically integrated growth strategy and shall oversee and be accountable for the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this AgreementTrees profit and loss statement. (iib) During the Employment PeriodEmployee shall devote his best efforts, business time and excluding any attention (except for permitted vacation periods and reasonable periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and time during normal business hours illness or other incapacity) to the business and affairs of the Company and its Subsidiaries (as defined below). Employee shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company. During ’s and its Subsidiaries’ general employment policies and practices, as they may be amended from time to time; provided, that when the Employment Period it shall not be a violation terms of this Agreement for the Executive to (A) serve on corporateconflict with such general employment policies or practices, civic or charitable boards or committees, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so this Agreement shall control. So long as such activities do not significantly interfere with Employee is employed by ​ ​ ​ ​ ​ the performance Company, Employee shall not, without the prior written consent of the Executive's responsibilities as an employee Board of Directors of the Company in accordance (the “Board”), accept other employment or perform other services for compensation that materially interfere with Employee’s employment or with his performance hereunder. (c) For purposes of this Agreement and (D) undertake Agreement, “Subsidiaries” shall mean any corporation or other business responsibilities. It is expressly understood and agreed that entity of which the securities or other ownership interests having the voting power to elect a majority of the extent that any such activities have been conducted board of directors or other governing body are then, owned by the Executive prior to the Effective DateCompany, the continued conduct of such activities (directly or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permittedthrough one or more subsidiaries.

Position and Duties. (i) During the ------------------- ------------------- Employment Period, (A) the Executive shall serve as Chairman (x) Chief Operating Officer and President of the Company and shall perform such employment duties as are usual and customary for such positionsCompany, reporting to ▇▇▇▇▇▇▇ ▇. At Priory, (y) a member of the Company's requestExecutive Committee, which Committee shall have the responsibilities and shall be constituted as set forth in Section 8.15(d) of the Merger Agreement, and (z) a member of the Office of the Chief Executive Officer, which shall be the senior policy-making body of the Company and which shall be comprised solely of the Executive and the Chief Executive Officer of the Company, and shall serve have such authority, duties and responsi bilities as are commensurate with such positions and as may be consistent with such position as may be assigned to him by the Company and/or its subsidiaries Board and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, (B) the Executive's compensation services shall not be increased beyond that specified performed at offices of the Company in Section 2(b) of this AgreementHouston, Texas, and Charlotte, North Carolina (the "Office Locations"), and in no event shall the Executive be required to reside on a permanent basis in North Carolina, but he may elect to do so. In additionNotwithstanding the foregoing, the Company and the Executive may mutually agree to such changes in the event the Executive's service position, reporting or location of employment as are in one or more the best interests of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) Company without violating the provisions of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreementparagraph. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate substantially all of his attention and time during normal business hours to the business and affairs of the CompanyCompany and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive's best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill limited teaching, speaking and writing engagements or teach at educational institutions and (C) manage his personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilities. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permittedAgreement.

Position and Duties. (ia) During the Employment PeriodTerm, the Executive Employee shall serve as Chairman Vice President - Operations. The Employee shall have such duties, functions, responsibilities, and President authority as are from time to time delegated to the Employee by the Board of Directors of the Company (the “Board”) or are otherwise consistent with the duties, responsibilities and shall perform authority of the executive office held by the Employee; provided that with respect to any specifically delegated duties, functions, responsibilities and authority, such employment duties as duties, functions, responsibilities, and authority are usual reasonable and customary for such positions. At a person serving in the office/position of a public company comparable to the Company's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. (iib) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitledTerm, the Executive agrees to Employee will: (i) devote appropriate attention and substantially all of his time during normal business hours to the business and affairs of the Company, fulfill his duties and obligations under this 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 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 Company or any of its subsidiaries or affiliates; (iii) observe and carry out such reasonable rules, regulations, policies, directions and restrictions as may be established from time to time by the Board, including but not limited to, the standard policies and procedures of the Company as in effect from time to time; and (iv) do such traveling as may be required in connection with the performance of such duties and responsibilities. (c) The Employee acknowledges that this Agreement contains a non-disclosure of proprietary information and non-competition provisions, and the Employee agrees to comply with these provisions. During The Employee understands that entering into and complying with these provisions is a condition to the Employment Period it Employee’s continued employment with the Company and that failure to comply with the terms of these provisions may result in immediate termination from employment. (d) In connection with the Employee’s employment by the Company under this Agreement, the Employee shall be based at the principal executive offices of the Company in San Antonio, Texas, except for such reasonable travel as the performance of the Employee’s duties in the business of the Company may require. Notwithstanding the foregoing, the Board may in its reasonable discretion determine to relocate the principal offices of the Company for any necessary business purpose and doing so shall not be a violation breach of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilities. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permittedAgreement.

Position and Duties. (ia) During the Employment PeriodTerm, Employee shall hold the Executive title of Vice President and Principal Accounting Officer. The Company and Employee agree that the Employee shall serve as Chairman have duties and President responsibilities consistent with the position set forth above in a company the size and of the nature of the Company, and such other duties and authority that are assigned to Employee from time to time by the Company’s Board of Directors (the “Board”), or such other officer of the Company and as shall perform be designated by the Board. Employee shall report to the Board, or to such employment duties as are usual and customary for such positions. At the Company's request, the Executive shall serve other officer of the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to as shall be designated by the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this AgreementBoard. (iib) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive Employee agrees to devote appropriate his best efforts and his full business time and attention and time during normal business hours to the business and affairs of the Company. Employee shall perform his duties and responsibilities to the best of his abilities in a diligent and professional manner, and agrees to comply with all of the policies of the Company, including such policies with respect to legal compliance, conflicts of interest, confidentiality and business ethics as are from time to time in effect. During the Employment Period it Term, Employee shall not be a violation engage in any business activity which, in the reasonable judgment of this Agreement for the Executive to (A) serve on corporateBoard, civic conflicts or charitable boards or committees, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities do not significantly interfere interferes with the performance duties and responsibilities of Employee hereunder, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the Executive's responsibilities as an employee prior written approval of the Company or engage in accordance or be employed by any other business; provided, however, that the foregoing provisions of this Section 2 shall not limit or prohibit Employee from engaging in community, charitable and social activities, personal investment activities and the endeavors set forth on Exhibit A attached hereto, in each case not interfering with the Employee’s performance and obligations hereunder. For the avoidance of doubt, this Agreement and (D) undertake other business responsibilities. It is expressly understood and agreed that Section 2 shall not limit or prohibit Employee from providing services to or for the benefit of the ▇▇▇▇▇▇▇▇ Entities pursuant to the extent Second Amended and Restated Service Agreement dated as of March 1, 2005 by and among the Company and the ▇▇▇▇▇▇▇▇ Entities (as defined therein), as amended from time to time. (c) Employee acknowledges and agrees that Employee owes a duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Company and to do no act that would injure the business, interests, or reputation of the Company or any such activities have been conducted by the Executive prior of its Affiliates. In keeping with these duties, Employee shall make full disclosure to the Effective DateCompany of all significant business opportunities pertaining to the Company’s business and shall not appropriate for Employee’s own benefit business opportunities concerning the subject matter of the fiduciary relationship. Except as set forth in Section 5(d)(ii), for purposes of this Agreement, the continued conduct of such activities (term “Affiliate” shall mean an individual or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permitteda specified individual or entity.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Chairman and President of the Company Company, and shall perform report solely and directly to Mr. ▇▇▇▇▇▇ ▇▇▇▇; PROVIDED that, if Mr. ▇▇▇▇▇▇ ▇▇▇▇ is no longer employed by the Company for any reason, Executive shall report, in respect of his duties and responsibilities at the Company, solely and directly to the board of trustees of the Company (the "Board"). Subject to the supervisory powers of Mr. ▇▇▇▇▇▇ ▇▇▇▇ only, Executive shall have those powers and duties normally associated with the position of President and trustee and such employment other powers and duties as may be prescribed by ▇▇. ▇▇▇▇ and the Board only, PROVIDED that such other powers and duties are usual consistent with Executive's position as President and customary for such positions. At trustee of the Company's request, the . Executive shall serve the Company and/or its subsidiaries devote substantially all of his working time, attention and affiliates in energies during normal business hours (other offices and capacities in addition than absences due to illness or vacation) to the foregoingperformance of his duties for the Company. In Notwithstanding the event that above, Executive shall be permitted, to the Executiveextent such activities do not substantially interfere with the performance by Executive of his duties and responsibilities hereunder or violate Section 10(a), during the Employment Period, serves in any one (b) or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b(c) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. to (i) manage Executive's personal, financial and legal affairs, and (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and time during normal business hours to the business and affairs of the Company. 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, committees (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilities. It is it being expressly understood and agreed that Executive's continuing to serve on any such board and/or committees on which Executive is serving, or with which Executive is otherwise associated, as of the Commencement Date (each of which has been disclosed to the extent that any such activities have been conducted by the Executive Company prior to the Effective Dateexecution 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 not to interfere with the performance by Executive of his duties and responsibilities under this Agreement). Executive is currently serving as a member of the Executive's responsibilities to Board and of the board of directors of certain affiliates of the Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permitted.

Position and Duties. (ia) During the Employment Period, the Executive Employee shall serve as Chairman the Chief Financial Officer, and President in connection therewith Employee shall render services to the Company and have the responsibilities and authority which are consistent with Employee’s position, subject to the power and authority of the officers and the Board of Directors of the Company (the “Board”) to expand or limit such duties, responsibilities, functions and shall perform such employment duties as are usual and customary for such positions. At the Company's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreementauthority. (iib) During Employee shall report to the Employment PeriodChief Executive Officer (or such other person as shall be designated by the Board). Employee shall perform Employee’s duties and responsibilities to the best of Employee’s abilities in a diligent, trustworthy, businesslike and excluding any efficient manner Employee shall devote Employee’s full business time, energies and attention (except for permitted vacation periods and periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and time during normal business hours illness or other temporary incapacity) to the business and affairs of the Company. During However, Employee may seek approval for external obligations from the Employment Period it Board by disclosing such activities on the Conflict of Interest Disclosure form attached hereto as Exhibit A. So long as Employee is employed by the Company, Employee shall not be a violation not, without the prior written consent of this Agreement the Board, accept other employment or perform other services for compensation or that interfere with Employee’s employment with the Executive to (A) Company; provided, however, that Employee 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, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, organizations so long as such activities are not in competition with the Company or do not significantly interfere with Employee’s ability to carry out Employee’s duties under this Agreement. (c) Employee shall comply with all lawful rules, policies, procedures, regulations and administrative directions now or hereafter reasonably established by the performance Board for employees of the Executive's responsibilities as an employee Company. (d) The Company shall have the right to assign Employee new duties and to change Employee’s title subject to Section 4 of the Company in accordance with this Agreement and (D) undertake other business responsibilities. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permittedAgreement.

Position and Duties. (ia) During Until the Employment PeriodCompany’s Annual Meeting of Shareholders to be held on April 22, 2010, and unless otherwise mutually agreed, the Executive shall serve as Chairman and President Chief Executive Officer of the Company and the Chairman of the Board and shall perform have such employment duties responsibilities and authority as are usual and customary for such positions. At may from time to time be assigned to the Executive by the Company's request’s Board of Directors consistent with his position as Chief Executive Officer of the Company and Chairman of the Board. During the remainder of the Employment Period and unless otherwise mutually agreed, the Executive shall serve as the Company and/or its subsidiaries Chairman of the Board and affiliates in other offices shall have such responsibilities and capacities in addition authority as may from time to time be assigned to the foregoing. In Executive by the event that Company’s Board of Directors consistent with his position as Chairman of the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this AgreementBoard. (iib) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to shall devote appropriate attention substantially all his working time and time efforts during normal business hours to the business and affairs of the CompanyCompany and, to the extent necessary to discharge the responsibilities assigned to the Executive under this Agreement, use the Executive’s reasonable best efforts to carry out such responsibilities faithfully and efficiently. During the Employment Period it It shall not be considered a violation of this Agreement the foregoing for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill limited teaching, speaking and writing engagements or teach at educational institutions and (C) manage his personal investments, so long as such activities do not significantly interfere with the performance of the Executive's ’s responsibilities as an employee of the Company in accordance with this Amended Agreement and (D) undertake other business responsibilities. It is expressly understood and agreed that to or otherwise violate the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct provisions of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permittedSection 14.

Position and Duties. (i) During the Employment Period, the Executive shall continue to serve as Chairman and President a Co-Chief Executive Officer of the Company and shall perform such employment duties as are usual and customary for such positions. At the Company's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition reporting to the foregoingBoard, and his duties and responsibilities shall include rendering such assistance as is reasonably requested by the Board and the new management team to effect a smooth transition from his leadership to the leadership of the new management team. In It is acknowledged that Executive will delegate increasing responsibilities to the event that new CEO and management team during the ExecutiveEmployment Period. If, during the Employment Period, serves in any one or more D. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ceases to be employed by the Company as Co-Chief Executive Officer, the Executive shall serve as sole Chief Executive Officer of the Company for the remainder of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this AgreementEmployment Period. (ii) The Executive agrees that during the Employment Period, he shall devote all of his business time and efforts to serving as the Company’s Co-Chief Executive Officer and to serving in such other offices and positions, commensurate with his position, that he may hold at the Company and its affiliates, and shall perform his duties subject to the lawful directions of the Board, all in light of the transitional nature of Executive’s duties and responsibilities as described in 3(a)(i). During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and time during normal business hours to the business and affairs of the Company. During the Employment Period it shall not be a violation of this Agreement for the Executive Executive, subject to the requirements of Section 7, to (A) serve on corporate, civic or charitable boards or committees and, as approved by the Board, corporate boards or committees, (B) deliver lectures or fulfill limited teaching, speaking engagements and writing engagements or (C) manage his personal investments, so long as such activities do not significantly materially interfere with the performance of the Executive's ’s responsibilities as an employee of to the Company in accordance with this Agreement and (D) undertake other business responsibilities. It is expressly understood and agreed that to its affiliates or violate the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct Company’s conflict of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permittedinterest policies.

Position and Duties. (i) During the Employment Period, (A) the Executive Executive's position (including status, offices, titles, reporting requirements, authority, duties and responsibilities) shall serve as Chairman be Senior Vice President and President - Drilling & Well Services of the Company and Company, (B) the Executive's services shall perform such employment duties as are usual and customary for such positions. At be performed at the Company's requestexecutive office in Houston, Texas or other locations less than 35 miles from such location and (C) the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition will report directly to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the ExecutiveCompany's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Chief Executive otherwise remains employed under the terms of this AgreementOfficer. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate reasonable attention and time during normal business hours to the business and affairs of the CompanyCompany 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. 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, (B) deliver lectures, fulfill limited teaching, speaking and writing engagements or teach at educational institutions and (C) manage his personal investments, so long as such activities in clause (A), (B), and (C) together do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilitiesAgreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Datedate hereof, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date date hereof shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permitted.

Position and Duties. (a) The Executive shall be employed by the Company as its Vice President Investor Relations, Corporate Secretary and Assistant Treasurer, or in such other equivalent or higher position as the UIL Board may determine. The Executive shall: (i) During the Employment Period, the Executive shall serve as Chairman and President of the Company and shall perform accept such employment duties as are usual and customary for such positions. At the Company's requestperform and discharge, the Executive shall serve the Company and/or its subsidiaries faithfully, diligently and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more best of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) abilities, the duties and obligations of this Agreement. In addition, in the event the Executive's service in one office and such other duties as may from time to time be assigned to the Executive by, or more of such additional capacities is terminatedat the direction of, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement.UIL Board; and (ii) During devote substantially all of the Employment Period, Executive's working time and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and time during normal business hours efforts to the business and affairs of the Company. During . (b) Prior to a Change in Control, in the Employment Period it event that the Executive is named by the UIL Board to a position higher in rank or compensation than that applicable at the commencement of the Initial Term, nothing in this Agreement shall obligate the Company to continue such Executive in such higher position; and the Company shall not be deemed in "Breach" of the Agreement (as defined in Section 5(d)) for failure to continue the Executive in such higher position. (c) If the Executive is a violation participant in the UIL Holdings Corporation Change in Control Severance Plan (the "UIL CIC Plan II") as of this Agreement a Change in Control as therein defined, then for the twenty-four month period after such Change in Control, the Company's employment of the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities do not significantly interfere with the performance of shall be without diminishment in the Executive's responsibilities as an employee of management responsibilities, duties or powers. In the Company event that the Executive's employment is not so continued, the Executive may claim to have suffered a Constructive Termination, in accordance with this Agreement and (D) undertake other business responsibilities. 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 terms of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permittedUIL CIC Plan II.

Position and Duties. (ia) During the Employment Period, the Executive shall serve as Chairman and the President of the Company and of China Broadband, Ltd., its wholly owned subsidiary and may hold similar positions of other direct or indirect subsidiary entities of the Company, and shall perform have such employment duties and responsibilities as are usual consistent with such offices, including, but not limited to, responsibilities relating to the assisting of preparation of financial statements and customary for such positions. At records of the Company's request. The Executive shall report directly to the Board of Directors of the Company (the “Board”). (b) During the Employment Period, the Executive shall serve perform and discharge his duties and responsibilities well and faithfully and in accordance with the Company and/or its subsidiaries terms and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) conditions of this Agreement, and shall not be diminished or reduced in any manner as a result devote his best talents, efforts and abilities to the performance of such termination for so long as the Executive otherwise remains employed under the terms of this Agreementhis duties hereunder. (iic) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitledunless modified as provided in Section 3(d) below, the Executive agrees to shall be a full time employee and shall devote appropriate his attention and time during normal energy to performing his duties and responsibilities hereunder and shall have no other employment and no other material outside business hours activities whatsoever other than his activities for Profile Lamps Inc., and Tri-State Trading LLC, which activities exist on the date hereof which activities may be continued provided that they do not materially interfere with Executive’s obligations to the business and affairs of Company; provided, however, that the Company. During the Employment Period it Executive shall not be precluded from making passive investments or from serving in a violation consulting capacity consistent with his current consulting practice, each of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities which do not significantly require the devotion of any significant time or effort that would interfere with the performance of the Executive's his responsibilities as an employee of to the Company in accordance with this Agreement and (D) undertake other business responsibilitiesits subsidiaries. It is expressly also understood and agreed that Executive has other business interests and activities which he may continue and that Executive shall not have an obligation to present all business opportunities, ideas, resources or developments to the extent Company, i.e., such opportunities do not directly compete with the Company’s business. The Executive warrants, represents and covenants that such other activities will not materially interfere or conflict with his obligations herein and that the entry into this Agreement will not conflict with, result in a breach of or violate any such activities have been conducted by other employment or consulting arrangement that he is a party to or that he will become a party to during the term, or violate fiduciary obligations or responsibilities to any other entity. (d) In the event that Executive prior wishes to reduce his hours and time commitments with the Company he may do with no less than 30 calendar days’ notice to the Effective DateCompany providing the date of reduction in the time commitment, the continued conduct of such activities at which date Executive shall remain an employee but his Base Salary and Bonus Salary (or the conduct of activities similar in nature and scope theretoeach as hereinafter defined) subsequent shall be reduced to the Effective Date shall not thereafter be deemed to interfere with the performance half of the then existing Base Salary in effect for Executive's responsibilities to . Notwithstanding the foregoing, Executive may not during the Employment Period of employ enter into agreements or contracts or business arrangements that conflict with his duties for the Company; provided that no . At such activity that violates any written non-competition agreement between time, Executive’s title may also be revised as the parties shall be permitteddiscretion of the Board.

Position and Duties. (ia) During the Employment PeriodBeginning on July 19, the 2019, and continuing until July 19, 2020, Executive shall serve as Chairman will faithfully and President of the Company and shall perform such employment duties as are usual and customary for such positions. At the Company's request, the Executive shall diligently serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoingbest of her ability in her position as both Interim Chief Operating Officer and Vice President of Human Resources. In For the event that duration of the ExecutiveTerm of this Agreement she will serve to the best of her ability in her position of Vice President of Human Resources, and in the performance of such other duties and responsibilities as the Company may assign to her. (b) Executive will devote her full professional time, attention, and energies to the performance of her duties for the Company, and will not, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of her employment under this Agreement, shall not be diminished or reduced engage in any manner as a result of such termination other business activity, whether or not for so long as profit, except for passive investments in firms or businesses that do not compete with the Executive otherwise remains employed under Company, without the terms of this Agreement. (ii) During the Employment Period, advance written and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and time during normal business hours to the business and affairs signed consent of the Company. During Notwithstanding this Section 2(b), Executive will be permitted to serve as a director of not for profit and for profit businesses that do not compete with the Employment Period it shall Company. (c) Executive warrants that during the term of her employment under this Agreement, she will not do any act or engage in any conduct, or permit, condone, or acquiesce in any act or conduct of other persons, that she knew or should have known could cause the Company to be in violation of any law or statute, and Executive agrees to indemnify and hold the Company harmless against any and all liabilities, claims, damages, fees, losses, and expenses of any kind or nature whatsoever attributable directly or indirectly to a violation of this Agreement for the warranty. (d) Executive agrees to (A) serve on corporate, civic or charitable boards or committees, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities do not significantly interfere comply with the performance of the Executive's responsibilities as an employee policies and procedures of the Company as may be adopted and changed from time to time, including without limitation, those described in accordance with the Company’s employee handbook, Code of Ethics for Chief Executive Officer & Senior Financial Officers, and Code of Conduct and Ethics. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and (D) undertake other business responsibilities. It is expressly understood and agreed that loyalty to the extent Company as well as a duty to perform such duties in a manner that any such activities have been conducted by is in 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 best interests of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permitted.

Position and Duties. (i) During the Employment Period, the Executive shall Employee will serve as Chairman Vice President-Finance, Secretary and President of Treasurer, with duties and responsibilities assigned by the Company Company’s Chief Executive Officer, and shall perform will have such employment other powers and duties as are usual and customary for such positions. At prescribed by the Board from time to time in accordance with the Company's requestBylaws, as amended (the "Bylaws"). Employee will report to the Chief Executive Officer and be subject to and must abide by each of the written personnel policies applicable to senior executives and employees of Company, including without limitation, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more Code of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination Ethics for so long as the Executive otherwise remains employed under the terms of this AgreementSenior Financial Officers. (ii) During Employee will at all times, faithfully and to the Employment Periodbest of his ability, and excluding any periods perform all of vacation and sick leave the duties that may be legally required of him pursuant to which the Executive is entitledthis Agreement. Employee will devote his entire working time, the Executive agrees to devote appropriate attention and energies to the performance of his duties hereunder and will not, during the term of this Agreement, be engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage; provided, however, that nothing in this Agreement will preclude Employee from devoting time during normal business hours to reasonable periods required for: (1) serving, in accordance with Company's policies and with the business and affairs prior approval of the Chief Executive Officer, as a director or member of a committee of any company or organization (including nonprofit organizations) involving no actual or potential conflict of interest with Company. During the Employment Period it shall not be a violation of this Agreement for the Executive to ; (A2) serve on corporate, civic or charitable boards or committees, delivering lectures and fulfilling speaking engagements; and (B3) fulfill limited teaching, speaking and writing engagements or (C) manage investing his personal investmentsassets in businesses in which his participation is solely that of an investor; provided, so long as however, that such activities do not significantly materially affect or interfere with the performance of the ExecutiveEmployee's responsibilities as an employee of the Company duties and obligations to Company; and (4) engaging in accordance with this Agreement and (D) undertake other business responsibilitiescivic, charitable or religious activities. It is expressly understood and agreed that that, to the extent that any such activities have been conducted by the Executive Employee prior to the Effective Datedate 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 date of this Agreement will not thereafter be deemed to interfere with the performance of the ExecutiveEmployee's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permitted.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Chairman Executive Vice President and President Chief Operating Officer, reporting directly to the Chief Executive Officer of the Company (“CEO”), and shall perform in such employment duties other position or positions with the Company as are usual the Board of Directors (“Board”) and customary for such positions. At the Company's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition agree upon from time to the foregoingtime. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, Executive shall be the chief operating officer of the corporation and excluding any periods shall, subject to the control of vacation the board of directors and sick leave to which the Executive is entitledCEO, have general supervision, direction and control of the Executive agrees to devote appropriate attention and time during normal business hours to operational aspects of the business and affairs shall have the duties, responsibilities and obligations customarily assigned to individuals serving in the position or positions in which Executive serves hereunder. Executive shall devote substantially all of his time to the services required of him hereunder, except during those periods when the Company is unable to fulfill its financial obligations to the Executive as described herein, and provided that nothing contained herein shall preclude Executive from (i) serving on the board of directors of any business corpora-tion with the consent of the Company. During the Employment Period it shall Board (which will not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committeesunreasonably withheld), (Bii) fulfill limited teachingserving on the board of, speaking and writing engagements or working for, any charitable or community organization or (Ciii) manage pursuing his personal investmentsfinancial and legal affairs, so long as such activities activities, individually or collectively, do not significantly in the opinion of the Board materially interfere with the performance per-formance of Execu-tive's duties hereunder. Executive represents and warrants that his employ-ment hereunder and compliance by him with the Executive's responsibilities as an employee terms and condi-tions of the Company in accordance with this Agreement does not conflict with or result in the breach of any agreement to which he is a party or by which he may be bound. The Company represents and (D) undertake other business responsibilities. It warrants that this Agreement has been authorized by due corporate action and that the terms and conditions of this Agreement will not conflict with or result in the breach of any agreement to which it is expressly understood and agreed that to the extent that any such activities have been conducted a party or 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 which it may be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permittedbound.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Chairman and President an officer of the Company and shall perform such employment duties as are usual and customary for such positions. At the Company's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and time during normal business hours to the business and affairs of the Company. 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, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilities. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permitted.

Position and Duties. (ia) During the Employment Period, the Executive Employee shall serve as Chairman Chief Technology Officer of the Company with such duties, authority and responsibilities that are customary for such position and such other related duties as requested by the Chief Executive Officer or the President of the Company and from time to time. The Employee shall perform such employment duties as are usual and customary for such positions. At report directly to the Chief Executive Officer of the Company's request. Unless otherwise authorized by the Chief Executive Officer, the Executive shall serve President or the Board of Directors of the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities(“Board”), the Executive's compensation Employee shall not be increased beyond that specified in Section 2(b) devote substantially all of this Agreement. In additionhis working time, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and time energies during normal business hours (other than absences due to illness or vacation) to the business and affairs performance of his duties for the Company. During Notwithstanding the Employment Period it above, the Employee shall not be a violation of this Agreement for the Executive permitted to (Ai) serve on corporate, civic or charitable boards or committees, (B) fulfill limited teaching, speaking and writing engagements or (Cii) manage his personal investments, so long as serve on boards of other companies provided such activities do not significantly interfere with the Employee’s performance of his duties for the Executive's responsibilities as an employee Company. The Employee shall be entitled to receive and retain all remuneration received by him from the items listed in clauses (i) and (ii) of this paragraph. (b) In order to induce the Company to enter into this Agreement, except for the employment agreement with the Company concerning employment with the Company which has been disclosed to BPOMS in writing by the Company or Employee prior to the execution of the Merger Agreement, and which employment agreement shall be terminated by the Company and Employee effective on the Closing, Employee represents and warrants to the Company that (i) Employee is not a party or subject to any employment agreement or arrangement with any other person, firm, company, corporation or other business entity; and (ii) Employee is subject to no restraint, limitation or restriction by virtue of any agreement or arrangement, or by virtue of any law or otherwise which would impair Employee’s right or ability to enter the employ of the Company or to perform fully his duties and obligations pursuant to this Agreement. (c) Effective upon the Closing, and as a material inducement for the Company to enter into this Agreement, Employee agrees to execute and deliver to the Company: (i) the Release Agreement in accordance with this the form of Exhibit A attached hereto, which Release Agreement is intended to release the Company, BPOMS and other parties as provided for in such Release Agreement from all known and unknown claims, and as further provided for in such Release Agreement; and (Dii) undertake other business responsibilities. It is expressly understood and agreed that to the extent that any such activities have been conducted by Employee Proprietary Information And Inventions Agreement in the Executive prior to the Effective Date, the continued conduct form of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permittedExhibit B attached hereto.

Position and Duties. (i) During the Employment Period, (A) the Executive Executive's position (including status, offices, titles and reporting requirements, authority, duties and responsibilities) shall serve as Chairman be Vice President and President Associate General Counsel of the Company and shall perform such employment duties other executive positions as are usual may be assigned to him and customary for such positions. At the Company's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, (B) the Executive's compensation services shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in performed at the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as location where the Executive otherwise remains was employed under immediately preceding the terms of this Agreementdate hereof or any office or location less than 50 miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate reasonable attention and time during normal business hours to the business and affairs of the CompanyCompany 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. 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, (B) deliver lectures, fulfill limited teaching, speaking and writing engagements or teach at educational institutions and (C) manage his personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilitiesAgreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Datedate hereof, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date date hereof shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permitted.

Position and Duties. (ia) As of the date of this Agreement, the Executive is employed as an Executive Vice President of the Company and the President of the Company’s Specialty Group. During the Employment Period, the Executive shall serve continue to be employed in such capacity or in such other capacity with the Company or any Subsidiary as Chairman and President may be determined from time to time by the Company, provided that any such other capacity shall be at a salary grade level that is substantially equivalent to or greater than the Executive’s salary grade level as of the Company and shall perform such employment duties as are usual and customary for such positionsdate of this Agreement. At As of the Company's requestdate of this Agreement, the Executive shall serve is a member of the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoingCompany’s Executive Management Committee. In the event that the Executive, during During the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under will continue to be a member of the terms of this AgreementCompany’s Executive Management Committee, if any, or any successor management committee to the Executive Management Committee, if any. (iib) During the Employment Period, and but excluding any periods of vacation and sick leave absence due to intermittent illness to which the Executive is entitled, and any services on corporate, civic or charitable boards or committees, lectures, speaking engagements or teaching engagements that are approved by the Executive’s direct supervisor and that do not significantly interfere with the performance of his responsibilities to the Employer (as defined below) or violating the provisions of Section 10, the Executive agrees to shall devote appropriate his full time and attention and time during normal business hours to the business and affairs of the CompanyEmployer and the Executive shall use reasonable efforts to carry out all duties and responsibilities assigned to him faithfully and efficiently. During The “Employer” means the ABC Entity (as defined below) by which the Executive is then employed. “ABC Entity” means the Company or any Subsidiary, as the case may be. For purposes of this Agreement, should Executive be employed (or have been employed at any time during the Employment Period it Period) by an Employer or Employers other than the Company, the term “Company” shall not be a violation of this Agreement for the Executive deemed to (A) serve on corporateinclude or refer to such Employer or Employers, civic or charitable boards or committees, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilities. It is expressly understood and agreed that to the extent that any such activities have been conducted required by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permittedcontext.

Position and Duties. (ia) During the Employment PeriodTerm, the Executive Employee shall serve as Chairman Chief Financial Officer. The Employee shall have such duties, functions, responsibilities, and President authority as are from time to time delegated to the Employee by the Board of Directors of the Company (the “Board”) or are otherwise consistent with the duties, responsibilities and shall perform authority of the executive office held by the Employee; provided that with respect to any specifically delegated duties, functions, responsibilities and authority, such employment duties as duties, functions, responsibilities, and authority are usual reasonable and customary for such positions. At a person serving in the office/position of a public company comparable to the Company's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. (iib) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitledTerm, the Executive agrees to Employee shall: (i) devote appropriate attention and substantially all of his time during normal business hours to the business and affairs of the Company, 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 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 Company or any of its subsidiaries or affiliates; (iii) observe and carry out such reasonable rules, regulations, policies, directions and restrictions as may be established from time to time by the Board, including but not limited to, the standard policies and procedures of the Company as in effect from time to time; and (iv) do such traveling as may be required in connection with the performance of such duties and responsibilities. (c) The Employee acknowledges that this Employment Agreement contains a non-disclosure of proprietary information and non-competition provisions, and the Employee agrees to comply with these provisions. During The Employee understands that entering into and complying with these provisions is a condition to the Employee’s continued employment with the Company and that failure to comply with the terms of these provisions may result in immediate termination from employment. (d) In connection with the Employee’s employment by the Company under this Employment Period it Agreement, the Employee shall be based at the principal executive offices of the Company, located as of the date hereof in San Antonio, Texas, except for such reasonable travel or field work as the performance of the Employee’s duties in the business of the Company may require. Notwithstanding the foregoing, the Board may, in its discretion, determine to relocate the principal offices of the Company for any necessary business purpose, and doing so shall not be a violation breach of this Employment Agreement. South Texas Oil Company ▇▇▇▇▇▇▇▇ Employment Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilities. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permitted.June 2008

Position and Duties. (i) During the Employment Period, the Executive shall Employee will serve as Chairman Executive Vice President, General Counsel and President of Secretary, with duties and responsibilities assigned by the Company Company’s Chief Executive Officer, and shall perform will have such employment other powers and duties as are usual and customary for such positions. At prescribed by the Board from time to time in accordance with the Company's requestBylaws, as amended (the "Bylaws"). Employee will report to the Chief Executive Officer and be subject to and must abide by each of the written personnel policies applicable to senior executives and employees of Company, including, without limitation, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more Code of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensationBusiness Conduct, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long well as the Executive otherwise remains employed under the terms applicable Rules of this AgreementProfessional Conduct. (ii) During Employee will at all times, faithfully and to the Employment Periodbest of his ability, and excluding any periods perform all of vacation and sick leave the duties that may be legally required of him pursuant to which the Executive is entitledthis Agreement. Employee will devote his entire working time, the Executive agrees to devote appropriate attention and energies to the performance of his duties hereunder and will not, during the term of this Agreement, be engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage; provided, however, that nothing in this Agreement will preclude Employee from devoting time during normal business hours to reasonable periods required for: (1) serving, in accordance with Company's policies and with the business and affairs prior approval of the Chief Executive Officer, as a director or member of a committee or board of any company or organization (including nonprofit organizations) involving no actual or potential conflict of interest with Company. During the Employment Period it shall not be a violation of this Agreement for the Executive to ; (A2) serve on corporate, civic or charitable boards or committees, delivering lectures and fulfilling speaking engagements; and (B3) fulfill limited teaching, speaking and writing engagements or (C) manage investing his personal investmentsassets in businesses in which his participation is solely that of an investor; provided, so long as however, that such activities do not significantly materially affect or interfere with the performance of the ExecutiveEmployee's responsibilities as an employee of the Company duties and obligations to Company; and (4) engaging in accordance with this Agreement and (D) undertake other business responsibilitiescivic, charitable or religious activities. It is expressly understood and agreed that that, to the extent that any such activities have been conducted by the Executive Employee prior to the Effective Datedate 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 date of this Agreement will not thereafter be deemed to interfere with the performance of the ExecutiveEmployee's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permitted.

Position and Duties. During the Term, the Executive: (i) During the Employment Period, the Executive shall serve as Chairman and President (A) during the Transition Period, Chief Operating Officer of the Company Company, with responsibilities, duties and shall perform such employment duties as are usual and authority customary for such positions. At position, subject to direction by the Board and (B) during the portion of the Term other than the Transition Period, Chief Executive Officer of the Company's request, with responsibilities, duties and authority customary for such position, subject to direction by the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. Board; (ii) During shall report directly to the Employment Period, Board; (iii) shall devote substantially all the Executive’s working time and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and time during normal business hours efforts to the business and affairs of the Company and its subsidiaries; and (iv) agrees to observe and comply with the Company’s rules and policies as adopted by the Company from time to time. During In addition, as of the Employment Period it Transition Date, the Company shall not be a violation of this Agreement for cause the Executive to be appointed to the Board and, during the portion of the Term following the Transition Date, the Board shall propose the Executive for re-election to the Board. The parties acknowledge and agree that Executive’s duties, responsibilities and authority may include services for one or more subsidiaries or Affiliates of the Company. Notwithstanding anything herein to the contrary, the Executive may (Ax) serve as a director, trustee or officer or otherwise participate in not-for-profit educational, welfare, social, religious and civic organizations; and (y) with the advanced consent of the Board, serve on corporatethe board of directors of other companies, civic to the extent that such other activities, either individually or charitable boards or committeesin the aggregate, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities do not significantly inhibit or interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with duties under this Agreement and (D) undertake other business responsibilities. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permittedAgreement.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Chairman Executive Vice President and President Chief Financial Officer of the Company REIT and the Operating Partnership and shall perform such employment duties as are usual and customary for such positions. At the Company's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate substantially full-time attention and time during normal business hours to the business and affairs of the Company. 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, (B) deliver lectures, fulfill limited teaching, speaking and writing engagements or teach at educational institutions or (C) manage his personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilitiesAgreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permitted.

Position and Duties. (ia) From the date hereof until October 1, 2009, Executive shall continue to serve as President and COO, and report to the CEO and/or the Board of Managers (the “Board”) of YCC Holdings LLC (“YCC Holdings”). Effective October 1, 2009, Executive shall no longer serve as COO, and shall serve as the President and CEO of the Company, YCC Holdings and each subsidiary of YCC Holdings, and shall perform such duties as are consistent with such position, and shall report directly to the Board and/or its Chairman. (b) Prior to an initial public offering of either the Company, YCC Holdings or its subsidiary, Yankee Holding Corp. (“IPO”), Executive shall serve as a member of the Board, and a member of the board of directors of the Company and each subsidiary of YCC Holdings, so long as he remains the CEO hereunder. (c) During the Employment Period, the Executive shall serve as Chairman devote his full business time and President of the Company and shall perform such employment duties as are usual and customary for such positions. At the Company's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and time during normal business hours to the business and affairs of the CompanyCompany and its Affiliates. During the Employment Period it This provision shall not be a violation deemed to preclude the Executive from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation set forth on Exhibit A, or any charitable organization, membership in professional societies, lecturing or the acceptance of honorary positions, that are in any case incidental to his employment by the Company and which are not adverse to or in conflict with the interests of the Company, its business or prospects, financial or otherwise, or otherwise materially interfere with Executive’s ability to perform his duties. (d) Executive will perform his duties, responsibilities and functions at the Company’s headquarters in Massachusetts. (e) For purposes of this Agreement Agreement, “Affiliates” shall mean any person controlling, controlled by or under common control with another person (for the Executive to (A) serve on corporateavoidance of doubt, civic or charitable boards or committees, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee used herein “Affiliates” of the Company in accordance with this Agreement and (D) undertake other business responsibilities. 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 include any unrelated portfolio companies controlled by Madison Dearborn Partners, LLC). For purposes of this definition only, “control” means the performance possession, directly or indirectly, of the Executive's responsibilities power to Company; provided that no such activity that violates any written non-competition agreement between direct to direct the parties shall be permittedmanagement and policies of a person whether through the ownership of voting securities, contract or otherwise.

Position and Duties. (ia) During the Employment PeriodTerm, Employee shall hold the Executive title of President. The Company and Employee agree that the Employee shall serve as Chairman have duties and President responsibilities consistent with the position set forth above in a company the size and of the nature of the Company, and such other duties and authority that are assigned to Employee from time to time by the Company’s Board of Directors (the “Board”), or such other officer of the Company and as shall perform be designated by the Board. Employee shall report to the Board, or to such employment duties as are usual and customary for such positions. At the Company's request, the Executive shall serve other officer of the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to as shall be designated by the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement.Board (iib) During the Employment Period, Employee shall devote such of his business time and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and time during normal business hours to the business and affairs of the Company as is required to perform his duties and responsibilities hereunder. Employee shall perform his duties and responsibilities to the best of his abilities in a diligent and professional manner, and agrees to comply with all of the policies of the Company, including such policies with respect to legal compliance, conflicts of interest, confidentiality and business ethics as are from time to time in effect. During the Employment Period it Term, Employee shall not be a violation engage in any business activity which, in the reasonable judgment of this Agreement for the Executive to (A) serve on corporateBoard, civic conflicts or charitable boards or committees, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities do not significantly interfere interferes with the performance duties and responsibilities of Employee hereunder, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the Executive's responsibilities as an employee prior written approval of the Company or engage in accordance or be employed by any other business; provided, however, that the foregoing provisions of this Section 2 shall not limit or prohibit Employee from (i) engaging in community, charitable and social activities, personal investment activities and the endeavors set forth on Exhibit A attached hereto, in each case not interfering with the Employee’s performance and obligations hereunder or (ii) engaging (including as an employee) in any business or other activities on behalf of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., members of his family and entities owned or controlled by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. or members of his family. For the avoidance of doubt, this Agreement and (D) undertake other business responsibilities. It is expressly understood and agreed that Section 2 shall not limit or prohibit Employee from providing services to or for the benefit of the ▇▇▇▇▇▇▇▇ Entities pursuant to the extent Second Amended and Restated Service Agreement dated as of March 1, 2005 by and among the Company and the ▇▇▇▇▇▇▇▇ Entities (as defined therein), as amended from time to time. (c) Employee acknowledges and agrees that Employee owes a duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Company and to do no act that would injure the business, interests, or reputation of the Company or any such activities have been conducted by the Executive prior of its Affiliates. In keeping with these duties, Employee shall make full disclosure to the Effective DateCompany of all significant business opportunities pertaining to the Company’s business and shall not appropriate for Employee’s own benefit business opportunities concerning the subject matter of the fiduciary relationship. Except as set forth in Section 5(d)(ii), for purposes of this Agreement, the continued conduct of such activities (term “Affiliate” shall mean an individual or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permitteda specified individual or entity.

Position and Duties. The Company will employ Employee, and Employee agrees to work for the Company, as the President of the Healthcare Apparel segment of Superior Group of Companies, Inc. (i) During “SGC”), to perform the Employment Periodduties and responsibilities inherent in such position and such other duties and responsibilities as the Company or SGC shall from time-to-time assign to Employee. Employee will initially report to President of SGC. The Company and/or SGC may at any time alter the internal organizational structure of the Company, including the Executive reporting responsibilities of Employee. Employee shall serve as Chairman devote Employee’s full business time and President reasonable best efforts in the performance of the foregoing services in a diligent, trustworthy, professional and efficient manner and, in performing such services, Employee shall comply with the Company’s policies and procedures in effect from time to time and fully support and implement the business and strategic plans of the Company. Employee will act in the best interest of the Company and any other Company Parties (as appropriate) and, except as may be specifically permitted by the Company in writing, will not engage in any other business activity which conflicts with Employee’s role at the Company or otherwise causes a conflict of interest. Employee shall perform such employment duties be entitled to: (i) serve as are usual and customary for such positions. At a member of the board of directors or board of advisors of a reasonable number of other for-profit companies, subject to advance approval by the Company's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During engage in civic, charitable, educational, religious, public interest or public service activities, including as a member of the Employment Periodboard of not-for-profit organizations, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and time during normal business hours to the business and affairs of the Company. 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, (B) fulfill limited teaching, speaking and writing engagements or (Ciii) manage his Employee’s personal and family investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilities. It is expressly understood and agreed that each case, to the extent that any engaging in such activities have been conducted by would not constitute a violation of the Executive restrictions described in Sections 7-14 of this Agreement or violate the Company’s Code of Business and Ethical Conduct or other similar policy and would not interfere with Employee’s ability to perform Employee’s duties under this Agreement. With respect to requests to serve on a board of directors or a board of advisors or to hold a passive investment in excess of 1% of the total outstanding equity of a business, Employee must notify the Company in writing at least thirty (30) days prior to the Effective Date, the continued conduct of such activities (service or the conduct of activities similar in nature and scope thereto) subsequent passive investment commencing to allow the Effective Date shall not thereafter be deemed Company sufficient time to interfere with determine if the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permittedservice or passive investment is acceptable and/or would breach this Agreement.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Chairman the Chief Executive Officer of the Company. Executive shall report directly to the Board of Directors of the Company (the “Board”) and President will have such executive and managerial powers, duties and responsibilities as are assigned to him by the Board, consistent with his position as Chief Executive Officer. The Company agrees to use its reasonable best efforts to cause Executive to be a member of the Board. At the request of the Board, Executive shall serve as an officer and/or director of the Company’s subsidiaries and other Affiliates upon the terms and conditions agreed to by the parties, but without additional compensation. Executive shall devote substantially all of his business time, attention, knowledge and skills faithfully and to the best of his ability to the performance of the obligations, duties and responsibilities of his position as Chief Executive Officer of the Company and shall perform such employment duties as are usual in furtherance of the business, affairs, policies, codes of conduct and customary for such positions. At activities of the Company's request, . Without the Executive shall serve consent of the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the ExecutiveBoard, during the Employment Period, serves in Executive will not serve on the board of directors, trustees or any one or more similar governing body of such additional capacities, any outside entity (with the Executive's compensation shall not be increased beyond that specified in Section 2(b) exception of any entity which has been disclosed to the Company on a list provided to the Company by Executive coincident with the execution of this Agreement); provided, that the Board may require Executive to step down from any such position at any time if it determines appropriate in its sole discretion. In additionNotwithstanding the above, in the event the Executive's service in one or more of such additional capacities is terminatedExecutive will be permitted, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and time during normal business hours to the business and affairs of the Company. 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, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as extent such activities do not significantly conflict or interfere with the performance by Executive of his duties and responsibilities hereunder, violate Section 13 or violate any Company written policy, to manage his (and his immediate family’s) personal financial and legal affairs and serve on the Executive's responsibilities as an employee board of the Company directors of, or otherwise engage in accordance with this Agreement and (D) undertake other business responsibilities. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Dateassociated with, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permittedprofit, charitable and community organizations and entities.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Chief Executive Officer and Chairman and President of the Company and shall perform such employment duties as are usual and customary for such positions. At the Company's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and time during normal business hours to the business and affairs of the Company. 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, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilities. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permitted.

Position and Duties. (i) During the Employment Period, the Executive Employee shall serve as Chairman and President the Chief Financial Officer of the Company and shall perform or in such employment duties other position as are usual and customary for the CEO may designate, but only if such positions. At successor position continues to (a) cast Employee as an executive officer of the Company's request, (b) complement Employee’s skill set, and (c) violates no other provision of this Agreement. Employee shall report to the Executive CEO. Employee shall serve faithfully and to the best of his ability perform all duties of the Company related to his position with the Company, including, but not limited to, all duties set forth in this Agreement (including its Exhibits) and/or its subsidiaries and affiliates in other offices and capacities in addition the Bylaws of the Company related to the foregoingposition that he holds, as well as all duties that are reasonably assigned to him by the CEO. In Employee agrees to devote his entire working time, attention, energy, and skills to the event Company in furtherance of the Company’s best interests, while so employed; provided that Employee may, to the Executiveextent not otherwise prohibited by this Agreement or any other agreement between Employee and the Company, during (A) engage in any activities as permitted in writing by the Employment PeriodCompany, serves in and (B) devote such amount of time as does not interfere or compete with the performance of Employee’s duties under this Agreement to any one or more of the following activities: (i) investing Employee’s personal assets in such additional capacitiesmanner as will not require services to be rendered by Employee in the operation of the affairs of the companies in which investments are made; or (ii) engaging in charitable and professional organization activities, including serving on the Executive's compensation boards of directors of charitable and professional organizations. Employee shall not be increased beyond comply with all reasonable Company policies, standards, rules, and regulations (the “Company Policies”) and all applicable government laws, rules, and regulations that specified are now or hereafter in Section 2(b) effect. Employee acknowledges receipt of copies of all written Company Policies that are in effect as of the date of this Agreement. In additionEmployee’s position is an exempt position, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, and therefore Employee shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and time during normal business hours entitled to the business and affairs payment of overtime during the Company. 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, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilities. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permittedTerm.

Position and Duties. (i) During the Employment Period, (A) the Executive Executive's position (including status, offices, titles, reporting requirements, authority, duties and responsibilities) shall serve as Chairman be Senior Vice President and President - Completion & Production Systems of the Company and Company, (B) the Executive's services shall perform such employment duties as are usual and customary for such positions. At be performed at the Company's requestexecutive office in Houston, Texas or other locations less than 35 miles from such location and (C) the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition will report directly to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the ExecutiveCompany's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Chief Executive otherwise remains employed under the terms of this AgreementOfficer. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate reasonable attention and time during normal business hours to the business and affairs of the CompanyCompany 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. 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, (B) deliver lectures, fulfill limited teaching, speaking and writing engagements or teach at educational institutions and (C) manage his personal investments, so long as such activities in clause (A), (B), and (C) together do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilitiesAgreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Datedate hereof, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date date hereof shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permitted.

Position and Duties. (ia) During Effective as of July 15, 2019 (the Employment Period"Effective Date"), the Executive will be employed by the Company, on a full-time basis, as its Chief Business Officer, reporting initially to the Company's Executive Chairman and thereafter to the Company's Chief Executive Officer. The Executive will be a member of the Company's Executive Committee. The Executive shall be based at the Company's offices in the greater Boston area. In addition, the Executive may be asked from time to time to serve as Chairman a director or officer of one or more of the Company's Affiliates, without further compensation. (b) The Executive agrees to perform the duties of her position and President such other duties as may reasonably be assigned to the Executive from time to time. The Executive also agrees that, while employed by the Company, she will devote her full business time and her best effo1is, business judgment, skill and knowledge exclusively to the advancement of the business interests of the Company and shall perform such employment its Affiliates and to the discharge of her duties as are usual and customary responsibilities for such positionsthem. At the Company's request, the The Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves not engage in any one other business activity or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced serve in any manner industry, trade, professional, governmental or academic position during her employment, except as a result may be expressly approved in advance by the Board of Directors of Cerevel Therapeutics, Inc. ("Parent") (or such termination for so long other board of directors or managers as may be designated as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and time during normal business hours to the business and affairs operative governing entity of the Company. During , the Employment Period it shall not be a violation of this Agreement for "Board") in writing; provided, however, that the Executive may participate in the activities set forth on Exhibit A hereto and may without advance consent participate in charitable activities and engage in personal investment activities, in each case to (A) serve on corporatethe extent such activities, civic individually or charitable boards or committeesin the aggregate, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities do not significantly materially interfere with the performance of the Executive's responsibilities as an employee duties under this Agreement, create a conflict of the Company in accordance with interest or violate any provision of Section 3 of this Agreement and Agreement. (Dc) undertake other business responsibilities. It is expressly understood and agreed that to the extent that any such activities have been conducted The Executive agrees that, while employed by the Executive prior Company, she will comply with all written Company policies, practices and procedures and all written codes of ethics or business conduct applicable to the Effective Dateher position, the continued conduct of such activities (or the conduct of activities similar as in nature and scope thereto) subsequent effect from time to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permittedtime.

Position and Duties. Executive shall serve as a Senior Vice President and the Chief Financial Officer of the Company until the first anniversary of the Commencement Date or such later date as shall be mutually agreed by the parties (ithe “CFO Period”), and shall serve as the Vice President of Strategic Planning and Business Development for the remainder of the Employment Period. Executive shall also serve in such other position or positions with the Company and its majority-owned subsidiaries consistent with the foregoing position as the Board of Directors of the Company (the “Board”) may specify or the Company and Executive may mutually agree upon from time to time. During the Employment Period, the Executive shall serve as Chairman have the duties, responsibilities and President obligations customarily assigned to individuals at comparable publicly traded companies serving in the position or positions in which Executive serves hereunder. Executive shall devote substantially all his business time to the services required of the Company him hereunder, except for vacation time and reasonable periods of absence due to sickness, personal injury or other disability, and shall perform such employment duties as are usual and customary for such positions. At the Company's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition services to the foregoingbest of his abilities. In Subject to the event that the Executiveprovisions of Section 9, during the Employment Periodnothing herein shall preclude Executive from (i) engaging in charitable activities and community affairs, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and time during normal business hours to the business managing his personal investments and affairs of the Company. 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, (B) fulfill limited teaching, speaking and writing engagements or (Ciii) manage his personal investmentsserving on the board of directors or other governing body of any corporate or other business entity, so long as such activities do service is not significantly in violation of the covenants contained in Section 9 or the governance principles established for the Company by the Board, as in effect from time to time, provided that in no event may such activities, either individually or in the aggregate, materially interfere with the proper performance of the Executive's ’s duties and responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilities. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permittedhereunder.

Position and Duties. (i) During the Employment Period, the Executive shall serve as the Chief Executive Officer of the Company, responsible for all day-to-day operations of the Company, including overall supervision and control of, and responsibility for, the operation and direction of the business, under the supervision and direction of the Chairman and President of the Board of Directors of the Company and shall perform such employment duties as are usual and customary for such positions. At (the Company's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing"Board"). In the event that the Executiveaddition, during the Employment Period, serves in any one the Executive shall be appointed as a member of the Board and each committee of the Board, other than such committees that do not customarily include employee directors. During the Employment Period, all parking business of the Company and its affiliates will be conducted through, or more of such additional capacitiesunder the control of, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this AgreementCompany. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to shall devote appropriate full attention and time during normal business hours to the business and affairs of the CompanyCompany and, to the extent necessary to discharge the responsibilities assigned to the Executive under this Agreement, use the Executive's reasonable best efforts to carry out such responsibilities faithfully. During Notwithstanding the foregoing provisions of this Section 2, during the Employment Period it shall not be a violation Period, the 2 Executive may engage in activities other than those required under this Agreement, such as activities involving professional, charitable, educational, religious and similar types of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) fulfill limited teachingorganizations, speaking engagements, membership on the boards of directors of other organizations (both public and writing engagements or private, for profit and not-for-profit), investment activities (Cincluding management of the investments listed on Schedule A hereto (hereinafter, the "Permitted Investments")) manage his personal investmentsand similar activities, so long as but only to the extent that such other activities do not significantly interfere with materially inhibit or prohibit the performance of the Executive's responsibilities as an employee of the Company in accordance with duties under this Agreement and (D) undertake other business responsibilities. It is expressly understood and agreed that to or violate the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct provisions of such activities (or the conduct Section 6 of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permittedthis Agreement.

Position and Duties. (i) During the Employment Period, or any Additional Employment Period, the Executive shall serve as Chairman the Chief Development Officer of the Company and as a Vice President of the Company and, in so doing, shall report to the Chief Executive Officer of the Company or such other person as shall be designated by the Chief Executive 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 perform have such employment 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, so long as such powers and duties are usual reasonable and customary for such positions. At the Chief Development Officer of an enterprise comparable to the Company's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, or any Additional Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and full business time during normal business hours to the business and affairs of the CompanyCompany 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. During the Employment Period Period, or any Additional 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, (B) deliver lectures, fulfill limited teaching, speaking and writing engagements or teach at educational institutions, (C) provide consulting services to corporate, academic, or nonprofit entities, or (D) manage his personal investments, so long as such activities do not significantly interfere with the performance of the Executive's ’s responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilities. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permittedAgreement.

Position and Duties. (ia) During the Employment Period, the Executive shall serve as Chairman President and President Chief Operating Officer of each of the Company and shall perform such employment duties as are usual each of its subsidiaries and customary for such positions. At the Company's requestparent corporation, Donnkenny, Inc., a Delaware corporation ("Donnkenny") 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 her by the Board of Directors of the Company (the "Board"). The Executive shall be a member of the Board on the first day of the Employment Period, and the Board shall propose the Executive for re-election and shall use all reasonable efforts to have the Executive re-elected to the Board and for positions specified above throughout the Employment Period. (b) During the Employment Period, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition report to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Chief Executive otherwise remains employed under the terms of this AgreementOfficer. (iic) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to shall devote appropriate her full business time and attention and time during normal business hours to the business and affairs of the CompanyCompany and shall perform, faithfully and diligently her duties and responsibilities hereunder. During the Employment Period it It shall not be considered a violation of this Agreement the foregoing for the Executive to (A) serve on corporateindustry, civic civic, social or charitable boards or committees, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities do not significantly interfere in a significant manner with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilities. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permittedAgreement.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Chairman and President Chief Financial Officer of the Company REIT and the Operating Partnership, and shall perform such employment duties as are usual and customary for such positionsposition. The Executive shall report directly to the Company’s Chief Executive Officer or to such other senior executive officer of the Company as the Chief Executive Officer may designate. At the Company's ’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoingforegoing consistent with the Executive’s position as Chief Financial Officer of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's ’s compensation shall not be increased beyond that specified in Section 2(b) of this Agreementhereof. In addition, in the event the Executive's ’s service in one or more of such additional capacities is terminated, the Executive's ’s compensation, as specified in Section 2(b) of this Agreementhereof, shall not be diminished or reduced in any manner as a result of such termination for so long as provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate his full business time and attention and time during normal business hours to the business and affairs of the Company. 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, (B) fulfill limited teaching, speaking and writing engagements or engagements, (C) engage in political activities or (D) manage other businesses or properties and his personal investments, in each case, so long as such activities do not significantly interfere or conflict with the performance of the Executive's ’s responsibilities as an employee of the Company in accordance with this Agreement and Agreement. (Diii) undertake other business responsibilities. It is expressly understood and agreed that to During the extent that any such activities have been conducted by Employment Period, the Executive prior shall perform the services required by this Agreement at the Company’s principal offices located in Woodland Hills, California (the “Principal Location”), except for travel to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent other locations as may be necessary to the Effective Date shall not thereafter be deemed to interfere with the performance of fulfill the Executive's ’s duties and responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permittedhereunder.

Position and Duties. (i) During the Employment PeriodTerm, the Executive shall serve as Chairman in, and President of the Company assume duties and shall perform such employment duties as are usual and customary for such positions. At the Company's requestresponsibilities consistent with, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoingposition of President. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitledTerm, the Executive agrees to devote appropriate attention and his full business time during normal regular working hours, as set forth in Section 3 hereof, using his skill, energy and best business hours to the business and affairs efforts on behalf of the Company. During Notwithstanding the Employment Period it shall not be a violation of this Agreement for foregoing, the Executive may devote such time to (A) manage his personal affairs and to serve on community, corporate, civic civic, professional or charitable boards or committees, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities do not significantly unreasonably interfere with the performance of the Executive's ’s duties and responsibilities as an employee under this Agreement. In no event shall this Agreement be deemed to restrict the Executive from making or maintaining passive investments in any business not competitive with the business of the Company or investments of 5% or less of the outstanding stock of public companies whose stock is traded on a national securities exchange or in accordance with the over-the-counter market, provided that except as provided in this Agreement and (D) undertake Section 2, the Executive shall not engage in any other employment, consulting or other business responsibilitiesactivity, including the provision of services to a company other than the Company, without the prior written consent 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 DateFor purposes of this Section 2, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date a “passive investment” shall not thereafter be deemed to mean investment in a business which does not require or result in the participation of the Executive in the management or operations of such business except during times other than regular business hours and which does not unreasonably interfere with the performance of the Executive's ’s duties and responsibilities under this Agreement. Nothing contained herein shall limit the right of the Executive to Company; make speeches, write articles or participate in public debate and discussions in and by means of any medium of communication or serve as a director or trustee of any non-competing corporation or organization, provided that no such activity that violates any written non-competition agreement between activities are not inconsistent with the parties shall be permittedExecutive’s obligations under this Agreement.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Chairman the President and President Chief Executive Officer of the Company Company, and shall perform report to the Chief Executive Officer (or, if there is no Chief Executive Officer, the highest-level executive officer) of the Managing General Partner. Executive shall have those powers and duties with respect to the Company normally associated with the position of President and Chief Executive Officer, and such employment other powers and duties as may be assigned to him by the Board of Directors of the Managing General Partner (hereinafter referred to as “Board”); provided that, the Board shall assign him only such other powers and duties as are usual of a type, nature and customary dignity consistent with Executive’s position, and do not violate any applicable laws or regulations. Subject to the remaining provisions hereof, Executive shall devote his full working time, attention and energies to the performance of his duties for the Managing General Partner. Executive shall retain the ability, without violating the terms of employment with the Company or the Partnership’s conflict of interest policies, to (i) have an indirect economic interest in CDM MAX, LLC, a Texas limited liability company (“CDM MAX”), (ii) have board-level involvement with the operations and affairs of CDM MAX, provided that such positions. At involvement does not significantly interfere with Executive’s duties to the Company's request, and (iii) receive payments related to CDM MAX, both in respect of the Executive shall serve the Company and/or its subsidiaries indirect ownership position and affiliates in other offices and capacities in addition consulting fees disclosed to the foregoingManaging General Partner; provided, however, that Executive may not cause CDM MAX to solicit customers of the Partnership or any of its Subsidiaries in areas in which CDM ▇▇▇ ▇▇▇ become competitive with the Partnership or any of its Subsidiaries. In the event that the Executive, during the Employment Period, serves Executive may also manage personal investments and engage in any one civic or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for charitable activities so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and time during normal business hours to the business and affairs of the Company. 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, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities same do not significantly interfere with the performance of the Executive's ’s responsibilities as an employee of the Company Managing General Partner in accordance with this Agreement Agreement. If, from time to time, the Company or an Affiliate of the Company desires that the Executive render services to any such Affiliate outside the scope of the services described above, then (i) the Company shall first obtain authorization from the Chief Executive Officer (or, if there is no Chief Executive Officer, the highest-level executive officer) of the Managing General Partner and (Dii) undertake other business responsibilities. It is expressly understood and agreed that any additional compensation to the extent that any such activities have been conducted by the Executive prior for providing those services must be reasonably acceptable to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permitted.

Position and Duties. (i) During the Employment PeriodWhile employed hereunder, the Executive shall serve as Chairman the Chief Executive Officer of SeaCube and President CLI, and in such position shall have the duties, responsibilities and authority commensurate with the status of a chief executive officer of an entity of similar size and stature of the Company and shall perform render services consistent with such employment duties as are usual and customary for such positionsposition. At the Company's requestIn all cases, the Executive shall serve be subject to the supervision and authority of, and shall report to the Board of Directors of SeaCube (the “Board”). While employed by the Company, the Executive agrees to devote substantially all of his working time and efforts to the business and affairs of the Company and/or and its subsidiaries and affiliates in other offices and capacities in addition subsidiaries, subject to (i) the performance of his duties as Vice Chairman of Seacastle Ships Holdings, Inc. (“Ships”) (to which the Executive shall devote no more than 20% of his working time), pursuant to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as Agreement by and between the Executive otherwise remains employed under and Ships, dated as of the terms of this date hereof (the “Ships Agreement. ”), and (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which he is entitled in accordance with the Company’s policies as in effect at such time, and the Executive is entitled, shall use his best efforts in such endeavors and shall not engage in activities that substantially interfere (individually or in the aggregate) with such performance. The Executive agrees to devote appropriate attention discharge his duties as Chief Executive Officer of SeaCube and time during normal business hours to CLI diligently, faithfully and in the business and affairs best interests of the Company. During Notwithstanding the Employment Period it shall foregoing or anything else contained in this Agreement, the Company retains the right to terminate the Executive’s employment at any time for any reason or no reason (and whether or not be a violation of for Cause (as defined below)). The Executive is an “at will” employee, and this Agreement is not a contract for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities do not significantly interfere with the performance employment for any specific period of the Executive's responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilities. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permittedtime.

Position and Duties. (i) During the Employment Period, the Employee shall be employed as the senior officer of the Company, and hold the position of Vice President, Business Development of the Company, reporting to the Chief Executive shall serve Officer of the Company. The Employee will also hold such additional positions as Chairman and President determined by the Board of Directors of the Company and shall perform (the “Board”), provided such employment duties as are usual and customary for such positions. At determination is consistent with the Company's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement’s then current financial situation. (ii) During the Employment Period, and excluding any periods of vacation and vacation, sick leave and other time-off to which the Executive Employee is entitledentitled under this Agreement or applicable Company policies, the Executive Employee agrees to devote appropriate substantially all of his attention and time during normal business hours to the business and affairs of the CompanyCompany and, to the extent necessary to discharge the responsibilities of the Employee, use the Employee’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it It shall not be a violation of this Agreement during the Employment Period for the Executive Employee, and the Employee is expressly permitted, to spend a reasonable amount of time during normal business hours of the Company (including out-of-town travel) (A) serve serving on or with corporate, civic or charitable boards or committeesboards, committees and groups, and (B) fulfill limited teachingdelivering lectures, accepting and fulfilling speaking engagements, teaching at educational institutions and seminars, and writing engagements or (C) manage his personal investmentspublishing papers, so long as articles or books, provided that such activities services are consistent with the interests of the Company and do not significantly interfere with the performance Employee’s obligations to the Company hereunder. (iii) During the Employment Period, except for out-of-town travel and meetings, the Employee's duties shall be performed primarily at the location of the Executive's responsibilities as an employee of the Company Company’s principal corporate office which is to be located in accordance with this Agreement and (D) undertake other business responsibilities. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective DateAustin, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permittedTexas.

Position and Duties. (i) During the Employment Period, (A) the Executive shall serve as Chief Executive Officer of the Company, reporting directly to the Board of Directors of the Company, as a member of the Board and as Vice-Chairman of the Board, with duties, authorities and responsibilities commensurate with such title and office and (B) the Executive's services shall be performed in Denver, Colorado. Effective January 1, 2004, the Executive shall serve as Chairman and President of the Company and shall perform such employment duties as are usual and customary for such positions. At the Company's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this AgreementBoard. (ii) During the Employment Period, and excluding any periods of disability and vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate substantially all of his attention and time during normal business hours to the business and affairs of the CompanyCompany and, to the extent necessary to discharge the Executive's responsibilities hereunder, to use the Executive's reasonable best efforts to perform such responsibilities. During the Employment Period Period, it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill limited teaching, speaking and writing engagements or teach at educational institutions and (C) manage his personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilitiesAgreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permitted.

Position and Duties. (ia) During Employee’s employment with the Employment PeriodCompany, the Executive Employee shall serve as Chairman Head of Retail and President of the Company Trees and shall perform have such employment duties and authority commensurate with such position and as are usual and customary for such positionsshall be assigned to him from time to time by the Chief Executive Officer. At Without limiting the Company's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to generality of the foregoing. In , Employee shall be responsible for, among other matters, any and all retail operations as may be assigned to Employee as well as development of a vertically integrated growth strategy and shall oversee and be accountable for the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this AgreementTrees profit and loss statement. (iib) During the Employment PeriodEmployee shall devote his best efforts, business time and excluding any attention (except for permitted vacation periods and reasonable periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and time during normal business hours illness or other incapacity) to the business and affairs of the Company and its Subsidiaries (as defined below). Employee shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company. During ’s and its Subsidiaries’ general employment policies and practices, as they may be amended from time to time; provided, that when the Employment Period it shall not be a violation terms of this Agreement for the Executive to (A) serve on corporateconflict with such general employment policies or practices, civic or charitable boards or committees, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so this Agreement shall control. So long as such activities do not significantly interfere with Employee is employed by ​ 10.2 Page 1 of 14 (4.21.21 - 21:54) ​ the performance Company, Employee shall not, without the prior written consent of the Executive's responsibilities as an employee Board of Directors of the Company in accordance (the “Board”), accept other employment or perform other services for compensation that materially interfere with Employee’s employment or with his performance hereunder. (c) For purposes of this Agreement and (D) undertake Agreement, “Subsidiaries” shall mean any corporation or other business responsibilities. It is expressly understood and agreed that entity of which the securities or other ownership interests having the voting power to elect a majority of the extent that any such activities have been conducted board of directors or other governing body are then, owned by the Executive prior to the Effective DateCompany, the continued conduct of such activities (directly or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permittedthrough one or more subsidiaries.

Position and Duties. (i) During the Employment PeriodTerm, the Executive Employee shall serve as Chairman and President Chief Operating Officer (COO) of the Company Company, and shall perform such employment duties as are usual and customary for such positionsconsistent with this position. At the Company's request, the Executive The Employee shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition report to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(bChief Executive Officer (CEO) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and time during normal business hours to the business and affairs of the Company. During the Employment Period it Term, Employee shall not be a violation also hold such additional positions and titles as the CEO of this Agreement for the Executive Company may determine from time to (A) serve on corporatetime. During the Term, Employee shall devote as much time as is necessary to satisfactorily perform his duties as COO of the Company. Employee may engage in any civic or charitable boards or committees, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, not-for-profit activities so long as such activities do not significantly materially interfere with the performance of his duties hereunder or present a conflict of interest with the Executive's responsibilities as an employee Company. 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 in accordance with this Agreement and (D) undertake other business responsibilitiesor any of its affiliates. It This provision shall encompass any advisory boards of which Employee is expressly understood and agreed that or becomes a member of during the Term. Employee shall provide written disclosure to the extent Compensation Committee of the Company’s Board of Directors as to all advisory boards on which Employee sits, and will provide the Company with written notice within 10 business days of Employee agreeing to sit on any additional advisory boards. 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 such activities have been conducted affiliate, unless otherwise agreed in writing by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permittedparties.