Common use of Position, Duties and Responsibilities Clause in Contracts

Position, Duties and Responsibilities. On or about the Effective Date and continuing for the remainder of the Term of Employment, the Executive shall be employed as the Chief Executive Officer of the Company. The Executive shall be nominated for election as a member of the Company's Board of Directors (the "Board"), and the Company shall defend, hold harmless, and indemnify the Executive from any cost, liability or judgment incurred by the Executive as a result of his actions or inactions as a member of the Board, so long as they are in good faith. The Executive shall serve the Company and its affiliates faithfully, conscientiously and to the best of the Executive's ability, shall promote the interests and reputation of the Company and its affiliates and shall perform his duties hereunder in accordance with the policies and procedures of the Company as in effect from time to time. Unless prevented by sickness or Disability, the Executive shall devote all of the Executive's time, attention, knowledge, energy and skills, during normal working hours, and at such other times as the Executive's duties may reasonably require, to the duties of the Executive's employment; provided, however, that this Agreement shall not be interpreted as: (a) prohibiting the Executive from, in accordance with the policies and procedures of the Company, managing his personal affairs, engaging in charitable or civic activities; or (b) subject to prior approval of the Company and any regulatory or self-regulatory process which may be required, serving as a director of any other corporation or business entity not affiliated with or in competition with the Company or its affiliates, so long as such activities do not interfere in any material respect with the performance of the Executive's duties and responsibilities hereunder. The Executive, in carrying out his duties under this Agreement, shall report to the Board. The Executive's office shall be located at the Company's headquarters, which is currently located at 00 Xxxxxxx Xxxxx, Suite One, Bohemia, NY 11716, or within a thirty-mile radius thereof.

Position, Duties and Responsibilities. On or about the Effective Date and continuing for the remainder of During the Term of Employment(as defined in Section 2.01 below), the Executive shall serve as Chief Financial Officer of Company as well as in such other positions or capacities as may be employed as reasonably requested by the Board of Directors of Company (the “Board”) or the Chief Executive Officer of the Company. The Executive shall be nominated for election as a member of the Company's Board of Directors Company (the "Board")“CEO”) and shall have such duties and responsibilities as are customary for, and the Company shall defendare consistent with, hold harmlesssuch position(s) as may, and indemnify the Executive from any costtime to time, liability or judgment incurred be assigned by the Executive as a result of his actions or inactions as a member of the Board, so long as they are in good faiththe CEO and/or any of their respective nominees. The Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve the Company and its affiliates faithfully, conscientiously faithfully and to the best of Executive’s ability. During the Executive's abilityTerm, shall promote the interests and reputation of the Company and its affiliates and shall perform his duties hereunder except for paid time off in accordance with the policies and procedures terms of the Company as in effect from time Section 3.01(G) below or absences due to time. Unless prevented by sickness illness or Disabilityincapacity, the Executive shall devote all of the Executive's ’s business time, attention, knowledge, energy skill and skills, during normal working hours, and at such other times as the Executive's duties may reasonably require, efforts exclusively to the duties business and affairs of the Executive's employment; provided, however, that this Agreement shall not be interpreted as: Company (a) prohibiting the Executive from, in accordance with the policies and procedures of the Company, managing his personal affairs, engaging in charitable or civic activities; or (b) subject to prior approval of the Company and any regulatory or self-regulatory process which may be required, serving as a director of any other corporation or business entity not affiliated with or in competition with the Company or including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, so long as Executive may do the following, provided that such activities do not interfere in any material respect with inhibit or prohibit the performance of Executive’s duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive's duties ’s personal investments, and responsibilities hereunder(ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). The Executive, in carrying out his duties under this Agreement, shall report to the Board. The Executive's office Executive shall be located required to spend on average eight days per month at the Company's headquarters’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, which is currently located at 00 Xxxxxxx Xxxxx, Suite One, Bohemia, NY 11716, or within a thirty-mile radius thereofincluding international travel.

Position, Duties and Responsibilities. On or about The Company shall employ the Effective Date Executive during the Employment Period as its Chief Financial Officer, Executive Vice President, Finance, reporting to the Chief Executive Officer, and continuing the Executive shall serve in the same capacity for Merisant Worldwide, Inc., Merisant US, Inc., Whole Earth Sweetener Company LLC and Merisant Foreign Holdings I, Inc. for no additional compensation. During the remainder of the Term of EmploymentEmployment Period, the Executive shall be employed as perform the Chief Executive Officer duties assigned to her hereunder faithfully, with the utmost loyalty, to the best of her abilities and in the best interests of the Company. The Executive ; shall be nominated for election as a member devote her full business time, attention and effort to the affairs of the Company's ; and shall not engage in any other business activities (whether or not for gain, profit, or other pecuniary advantage) or any other actions which she knows or reasonably should know could harm the business or reputation of the Company or any of its affiliates or other related entities. Subject to the powers, authority and responsibilities vested in the Company’s Board of Directors (the "“Board"), ”) and the Company shall defend, hold harmless, and indemnify the Executive from any cost, liability or judgment incurred by the Executive as a result of his actions or inactions as a member in duly constituted committees of the Board, so long as they are in good faith. The the Executive shall serve have the authority and responsibility to direct the management and operation of the Company and its affiliates faithfully, conscientiously and to the best of the Executive's ability, shall promote the interests and reputation also perform such other duties on behalf of the Company and its affiliates and shall perform his other related entities, consistent with her title and duties hereunder in accordance with above, as the policies and procedures of the Company as in effect Board or Chief Executive Officer may from time to time. Unless prevented by sickness time authorize or Disabilitydirect; provided, the Executive shall devote all may engage in activities involving professional, charitable, educational, religious and similar types of the Executive's timeorganizations, attention, knowledge, energy and skills, during normal working hoursspeaking engagements, and at such other times as the Executive's duties may reasonably requiremanagement of personal investments, to the duties of the Executive's employment; provided, however, extent that this Agreement shall not be interpreted as: (a) prohibiting the Executive from, in accordance with the policies and procedures of the Company, managing his personal affairs, engaging in charitable or civic activities; or (b) subject to prior approval of the Company and any regulatory or self-regulatory process which may be required, serving as a director of any such other corporation or business entity not affiliated with or in competition with the Company or its affiliates, so long as such activities do not interfere in any material respect with the performance of the Executive's duties and responsibilities hereunder. The Executive, in carrying out his ’s duties under this Agreement, or conflict with the Code of Business Conduct and Ethics of the Company or violate the terms of any of the covenants provided in Section 5 hereof. Notwithstanding the forgoing, the Company agrees that the Executive shall report be permitted to continue to serve as a director on the boards of directors of Franklin Electric and Integrys Energy Group to the Board. The extent that such directorships do not interfere with the performance of Executive's office shall be located at the Company's headquarters, which is currently located at 00 Xxxxxxx Xxxxx, Suite One, Bohemia, NY 11716’s duties under this Agreement, or within a thirty-mile radius thereofconflict with the Code of Business Conduct and Ethics of the Company or violate the terms of any of the covenants provided in Section 5 hereof.

Position, Duties and Responsibilities. On or about During the Effective Date and continuing for the remainder of the Term of EmploymentTerm, the Company will employ Executive, and Executive shall agrees to be employed by the Company, as the its President and Chief Executive Officer of Officer. In such employment capacity, Executive will have such duties and responsibilities as are normally associated with such position and will report to the Company. The Executive shall be nominated for election as a member of the Company's Board of Directors of the Company (the "Board"). In addition, and during the Company shall defendTerm, hold harmlesssubject to stockholder approval, and indemnify the Executive from any cost, liability or judgment incurred by the Executive as a result of his actions or inactions will he appointed as a member of the Board, so long as they are in good faith. The Executive shall serve the Company and its affiliates faithfully, conscientiously and to the best of the Executive's ability, shall promote the interests and reputation of the Company and its affiliates and shall perform his duties hereunder in accordance with the policies and procedures of the Company as in effect from time to time. Unless prevented by sickness or Disability, the Executive shall devote all of the Executive's time, attention, knowledge, energy and skills, during normal working hours, and at such other times as the Executive's duties may reasonably require, to the duties of the Executive's employment; provided, however, that this Agreement the Company shall not be interpreted as: so obligated to nominate or appoint Executive as a member of the Board if any of the events constituting Cause (aas defined below) prohibiting have occurred. During the Term, Executive fromshall devote her entire business time, in accordance with attention and energies to the policies business and procedures affairs of the Company, managing his personal affairsto the performance of Executive's duties under this Agreement and to the promotion of the Company's interests. Notwithstanding the foregoing, engaging subject to Section 13 below, nothing in this Agreement shall be construed to limit Executive's ability to provide services to or participate in non-profit, charitable or civic activities; organizations or (b) subject to prior approval of manage personal investments, including personal investment vehicles, to the Company and any regulatory or self-regulatory process which may be required, serving as a director of any other corporation or business entity not affiliated with or in competition with the Company or its affiliates, so long as extent that such activities do not materially interfere in any material respect with the Executive's performance of the her duties hereunder. Executive acknowledges that Executive's duties services as President and responsibilities hereunder. The Executive, in carrying out his duties under this Agreement, Chief Executive Officer of the Company shall report to the Board. The constitute Executive's principal business activity. Executive will be provided with an office shall be located at the Company's headquartersprincipal offices, but may also work from any location Executive chooses as long as Executive has access to equipment and other resources necessary to perform Executive's duties. Notwithstanding the foregoing, the Company may from time to time require Executive to travel temporarily to other locations on the Company's business. At the Company's reasonable request, Executive will serve the Company and/or its subsidiaries and affiliates in other capacities, in addition to the foregoing, which is currently located at 00 Xxxxxxx Xxxxxare reasonably assigned and commensurate with Executive's level, Suite Oneauthority, Bohemia, NY 11716, or within a thirty-mile radius thereofand status.

Position, Duties and Responsibilities. On or about During the Effective Date and continuing for the remainder Term (as defined in Section 2.01 below), Executive shall serve as Chief Financial Officer of the Term of Employment, the Executive shall Company as well as in such other positions or capacities as may be employed as reasonably requested by the Chief Executive Officer of (“CEO”) and/or the Company. The Executive shall be nominated for election as a member of the Company's Board of Directors of Company (the "“Board")”) and shall have such duties and responsibilities as are customary for, and the are consistent with, such position(s) as may, from time to time, be assigned to him. Executive’s employment by Company shall defendbe full-time and exclusive to Company and Executive shall (a) report to the CEO, hold harmless(b) comply with Company’s policies and procedures in place from time to time, and indemnify the Executive from any cost, liability or judgment incurred by the Executive as a result of his actions or inactions as a member of the Board, so long as they are in good faith. The Executive shall (c) serve the Company and its affiliates faithfully, conscientiously faithfully and to the best of Executive’s ability. During the Executive's abilityTerm, shall promote the interests and reputation of the Company and its affiliates and shall perform his duties hereunder except for paid time off in accordance with the policies and procedures terms of the Company as in effect from time Section 3.01(E) below or absences due to time. Unless prevented by sickness illness or Disabilityincapacity, the Executive shall devote all of the Executive's ’s business time, attention, knowledge, energy skill and skills, during normal working hours, and at such other times as the Executive's duties may reasonably require, efforts exclusively to the duties business and affairs of the Executive's employment; provided, however, that this Agreement shall not be interpreted as: Company (a) prohibiting the Executive from, in accordance with the policies and procedures of the Company, managing his personal affairs, engaging in charitable or civic activities; or (b) subject to prior approval of the Company and any regulatory or self-regulatory process which may be required, serving as a director of any other corporation or business entity not affiliated with or in competition with the Company or including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, so long as Executive may do the following, provided that such activities do not interfere in any material respect with inhibit or prohibit the performance of Executive’s duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive's duties ’s personal investments, (ii) continue to serve on the board of directors of Angel Medical Systems, Inc., and responsibilities hereunder(iii) with the prior written consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises. The ExecutiveParties acknowledge that the Executive currently resides in Pennsylvania; while the Executive will not be required to relocate his home residence, in carrying out his duties under this Agreement, shall report to the Board. The Executive's office Executive acknowledges that he shall be located at the Company's headquartersrequired to travel as reasonably necessary to perform Executive’s duties hereunder, which is currently located at 00 Xxxxxxx Xxxxx, Suite One, Bohemia, NY 11716, or within a thirty-mile radius thereofincluding international travel.

Position, Duties and Responsibilities. On or about the Effective Date and continuing for the remainder of the Term of Employment, The Company hereby employs the Executive shall be employed to serve as the Chief Executive Officer according to the terms and conditions of this Agreement and for the Companyperiod stated in Section 2 of this Agreement. The Executive hereby accepts continued employment according to the terms and conditions of this Agreement and for the period stated in Section 2 of this Agreement. During the Term, the Executive shall be nominated for election as a member of the Company's Board of Directors (the "Board"), and the Company shall defend, hold harmless, and indemnify the Executive from any cost, liability or judgment incurred by the Executive as a result of his actions or inactions as a member of the Board, so long as they are in good faith. The Executive shall serve the Company and its affiliates faithfully, Exhibit 10.1 conscientiously and to the best of the Executive's ability, shall promote the interests and reputation of the Company and its affiliates and shall perform his duties hereunder in accordance with the policies and procedures of the Company as in effect from time to time. Unless prevented by sickness or Disability, the Executive shall devote all of the Executive's time, attention, knowledge, energy and skills, during normal working hours, and at such other times as the Executive's duties may reasonably require, to the duties of the Executive's employment; provided, however, that this Agreement shall not be interpreted as: (a) prohibiting the Executive from, in accordance with the policies and procedures of the Company, managing his personal affairs, engaging in charitable or civic activities; or (b) subject to prior approval of the Company and any regulatory or self-regulatory process which may be required, serving as a director of any other corporation or business entity not affiliated with or in competition with the Company or its affiliates, so long as such activities do not interfere in any material respect with the performance of the Executive's duties and responsibilities hereunder. The Executive, in carrying out his duties under this Agreement, shall report to the Board. The Executive's office shall be located at the Company's headquarters, which is currently located at 00 Xxxxxxx Xxxxx, Suite One, Bohemia, NY 11716, or within a thirty-mile thirty (30) radius thereof.

Position, Duties and Responsibilities. On or about the Effective Date and continuing for the remainder of the Term of Employment, the Executive shall be employed as the Chief Executive Officer of the Company. The Executive shall be nominated for election as a member of the Company's ’s Board of Directors (the "“Board"”), and the Company shall defend, hold harmless, and indemnify the Executive from any cost, liability or judgment incurred by the Executive as a result of his actions or inactions as a member of the Board, so long as they are in good faith. The Executive shall serve the Company and its affiliates faithfully, conscientiously and to the best of the Executive's ’s ability, shall promote the interests and reputation of the Company and its affiliates and shall perform his duties hereunder in accordance with the policies and procedures of the Company as in effect from time to time. Unless prevented by sickness or Disability, the Executive shall devote all of the Executive's ’s time, attention, knowledge, energy and skills, during normal working hours, and at such other times as the Executive's ’s duties may reasonably require, to the duties of the Executive's ’s employment; provided, however, that this Agreement shall not be interpreted as: (a) prohibiting the Executive from, in accordance with the policies and procedures of the Company, managing his personal affairs, engaging in charitable or civic activities; or (b) subject to prior approval of the Company and any regulatory or self-regulatory process which may be required, serving as a director of any other corporation or business entity not affiliated with or in competition with the Company or its affiliates, so long as such activities do not interfere in any material respect with the performance of the Executive's ’s duties and responsibilities hereunder. The Executive, in carrying out his duties under this Agreement, shall report to the Board. The Executive's ’s office shall be located at the Company's ’s headquarters, which is currently located at 00 Xxxxxxx Xxxxx, Suite One, Bohemia, NY 11716, or within a thirty-mile radius thereof.

Position, Duties and Responsibilities. On or about the Effective Date and continuing for the remainder of During the Term (as defined in Section 2.01 below), Employee shall serve as SVP and General Manager of EmploymentEmployer (or, if requested by Employer, in such other position with a title of at least Vice President or its equivalent that is consistent with Employee’s education, background and experience), as well as in such other positions or capacities as may be reasonably requested by the Executive Board (as defined below) or the CEO (as defined below) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be employed as assigned by the Board of Directors of Employer (the “Board”), the Chief Executive Officer of Employer (the Company“CEO”) and/or the CEO’s nominee. The Executive Employee’s employment by Employer shall be nominated for election as a member of the Company's Board of Directors full-time and exclusive to Employer and Employee shall (the "Board")a) comply with Employer’s policies and procedures in place from time to time, and the Company shall defend, hold harmless, and indemnify the Executive from any cost, liability or judgment incurred by the Executive as a result of his actions or inactions as a member of the Board, so long as they are in good faith. The Executive shall (b) serve the Company and its affiliates faithfully, conscientiously Employer faithfully and to the best of Employee’s ability. During the Executive's abilityTerm, shall promote the interests and reputation of the Company except for vacation and its affiliates and shall perform his duties hereunder other paid time off in accordance with the policies and procedures terms of the Company as in effect from time Section 3.01(E) below or absences due to time. Unless prevented by sickness illness or Disabilityincapacity, the Executive Employee shall devote all of the Executive's Employee’s business time, attention, knowledge, energy skill and skills, during normal working hours, and at such other times as the Executive's duties may reasonably require, efforts exclusively to the duties business and affairs of Employer (including its affiliates) and the Executive's employment; providedpromotion of its interests. Notwithstanding anything contained herein to the contrary, howeverEmployee may (i) engage in charitable, that this Agreement shall not be interpreted as: (a) prohibiting the Executive fromeducational, in accordance with the policies religious, civic and procedures similar types of the Company, managing activities and manage his personal affairsinvestments, engaging in charitable or civic activities; or (b) subject to prior approval of the Company and any regulatory or self-regulatory process which may be required, serving as a director of any other corporation or business entity not affiliated with or in competition with the Company or its affiliates, so long as provided that such activities do not interfere in any material respect with inhibit or prohibit the performance of Employee’s duties hereunder or inhibit or conflict with the Executive's duties business of Employer and/or its affiliates, and responsibilities hereunder. The Executive(ii) with the consent of the Board (which consent shall not be unreasonably withheld), in carrying out his duties under this Agreement, shall report to serve on the Board. The Executive's office shall be located at the Company's headquarters, which is currently located at 00 Xxxxxxx Xxxxx, Suite One, Bohemia, NY 11716, board of directors (or within a thirty-mile radius thereofits equivalent) of one (1) other business enterprise.

Position, Duties and Responsibilities. On or about the Effective Date and continuing for the remainder of the Term of Employment, the Executive shall be employed as the Chief Executive Officer and President of the Company. The Executive shall be nominated for election as a member of the Company's ’s Board of Directors (the "“Board"”), and the Company shall defend, hold harmless, and indemnify the Executive from any cost, liability or judgment incurred by the Executive as a result of his actions or inactions as a member of the Board, so long as they are in good faith. The Executive shall serve the Company and its affiliates faithfully, conscientiously and to the best of the Executive's ’s ability, shall promote the interests and reputation of the Company and its affiliates and shall perform his duties hereunder in accordance with the policies and procedures of the Company as in effect from time to time. Unless prevented by sickness or Disability, the Executive shall devote all of the Executive's ’s time, attention, knowledge, energy and skills, during normal working hours, and at such other times as the Executive's ’s duties may reasonably require, to the duties of the Executive's ’s employment; provided, however, that this Agreement shall not be interpreted as: (a) prohibiting the Executive from, in accordance with the policies and procedures of the Company, managing his personal affairs, engaging in charitable or civic activities; or (b) subject to prior approval of the Company and any regulatory or self-regulatory process which may be required, serving as a director of any other corporation or business entity not affiliated with or in competition with the Company or its affiliates, so long as such activities do not interfere in any material respect with the performance of the Executive's ’s duties and responsibilities hereunder. The Executive, in carrying out his duties under this Agreement, shall report to the Board. The Executive's ’s office shall be located at the Company's ’s headquarters, which is currently located at 00 Xxxxxxx Xxxxx, Suite One, Bohemia, NY 11716, or within a thirty-mile radius thereof.

Position, Duties and Responsibilities. On or about the Effective Date and continuing for the remainder of the Term of Employment, the Executive shall be employed as the Chief Executive Officer Chairman of the Board of the Company. The Executive shall be nominated for election as a member of the Company's ’s Board of Directors (the "“Board"”), and the Company shall defend, hold harmless, and indemnify the Executive from any cost, liability or judgment incurred by the Executive as a result of his actions or inactions as a member of the Board, so long as they are in good faith. The Executive shall serve the Company and its affiliates faithfully, conscientiously and to the best of the Executive's ’s ability, shall promote the interests and reputation of the Company and its affiliates and shall perform his duties hereunder in accordance with the policies and procedures of the Company as in effect from time to time. Unless prevented by sickness or Disability, the Executive shall devote all of the Executive's ’s time, attention, knowledge, energy and skills, during normal working hours, and at such other times as the Executive's ’s duties may reasonably require, to the duties of the Executive's ’s employment; provided, however, that this Agreement shall not be interpreted as: (a) prohibiting the Executive from, in accordance with the policies and procedures of the Company, managing his personal affairs, engaging in charitable or civic activities; or (b) subject to prior approval of the Company and any regulatory or self-regulatory process which may be required, serving as a director of any other corporation or business entity not affiliated with or in competition with the Company or its affiliates, so long as such activities do not interfere in any material respect with the performance of the Executive's ’s duties and responsibilities hereunder. The Executive, in carrying out his duties under this Agreement, shall report to the Board. The Executive's ’s office shall be located at the Company's ’s headquarters, which is currently located at 00 Xxxxxxx XxxxxXxxxxxxx Xxxx Xx., Suite OneXxxxxxxx, Bohemia, NY 11716Xxx Xxxx 00000, or within a thirty-mile radius thereof.

Position, Duties and Responsibilities. On or about the Effective Date and continuing for the remainder of During the Term of Employment(as defined in Section 2.01 below), the Executive shall be employed serve as the President and Chief Executive Operating Officer of the Company. The Executive shall Company as well as in such other positions or capacities as may be nominated for election as a member of reasonably requested by the Company's CEO and/or the Board of Directors of Company (the "“Board")”) and shall have such duties and responsibilities as are customary for, and the are consistent with, such position(s) as may, from time to time, be assigned to him. Executive’s employment by Company shall defendbe full-time and exclusive to Company and Executive shall (a) report to the CEO, hold harmless(b) comply with Company’s policies and procedures in place from time to time, and indemnify the Executive from any cost, liability or judgment incurred by the Executive as a result of his actions or inactions as a member of the Board, so long as they are in good faith. The Executive shall (c) serve the Company and its affiliates faithfully, conscientiously faithfully and to the best of Executive’s ability. The Executive acknowledges and agrees that he shall voluntarily resign from his service on the Executive's ability, shall promote Board at the interests and reputation request of the non-executive members of the Board. The Executive also agrees to promptly execute such documents as may be reasonably requested by the Company to evidence his cessation of service on the Board. During the Term, and its affiliates and shall perform his duties hereunder except for paid time off in accordance with the policies and procedures terms of the Company as in effect from time Section 3.01(F) below or absences due to time. Unless prevented by sickness illness or Disabilityincapacity, the Executive shall devote all of the Executive's ’s business time, attention, knowledge, energy skill and skills, during normal working hours, and at such other times as the Executive's duties may reasonably require, efforts exclusively to the duties business and affairs of the Executive's employment; provided, however, that this Agreement shall not be interpreted as: Company (a) prohibiting the Executive from, in accordance with the policies and procedures of the Company, managing his personal affairs, engaging in charitable or civic activities; or (b) subject to prior approval of the Company and any regulatory or self-regulatory process which may be required, serving as a director of any other corporation or business entity not affiliated with or in competition with the Company or including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, so long as Executive may do the following, provided that such activities do not interfere in any material respect with inhibit or prohibit the performance of Executive’s duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive's duties ’s personal investments, and responsibilities hereunder(ii) with the prior written consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises. The ExecutiveParties acknowledge that the Executive currently resides in Bernardsville, in carrying out New Jersey; while the Executive will not be required to relocate his duties under this Agreementhome residence, shall report to the Board. The Executive's office Executive acknowledges that he shall be located at the Company's headquartersrequired to travel as reasonably necessary to perform Executive’s duties hereunder, which is currently located at 00 Xxxxxxx Xxxxx, Suite One, Bohemia, NY 11716, or within a thirty-mile radius thereofincluding international travel.

Position, Duties and Responsibilities. On or about During the Effective Date and continuing for the remainder of the Term of EmploymentTerm, the Banks will employ Executive, and Executive shall agrees to be employed by the Banks, as each Bank's President and Chief Risk Officer, and will also serve as the Chief Credit Officer of Professional Business Bank. In such capacity, Executive will have such duties and responsibilities as are normally associated with this position and will report to the Banks' Chief Executive Officer (currently, Xxxxxxx Xxxxxxxxx), or such individual's designee. During the Term, Executive shall devote his entire business time, attention and energies to the business and affairs of the CompanyBanks, to the performance of Executive's duties under this Agreement and to the promotion of the Banks' interests. The Notwithstanding the foregoing, subject to Section 11 below, nothing in this Agreement shall be construed to limit Executive's ability to provide services to or participate in non-profit, charitable or civic organizations or to manage personal investments, including personal investment vehicles, to the extent that such activities do not materially interfere with Executive's performance of his duties hereunder. During the Term, Executive shall be nominated for election as a member perform the services required by this Agreement at Professional Business Bank's principal place of business, currently located at 000 Xxxxx Xxx Xxxxxx Xxxxxx, Suite 110, Pasadena, CA 91101. Notwithstanding the foregoing, the Company may from time to time require Executive to travel temporarily to other locations on the Company's Board of Directors (business. At the "Board")Company's reasonable request, and Executive will serve the Company shall defendand/or its subsidiaries and affiliates in other capacities in addition to the foregoing. In the event that Executive serves in any one or more of such additional capacities, hold harmlessExecutive's compensation will not be increased beyond that specified in this Agreement. In addition, and indemnify in the Executive from event Executive's service in one or more of such additional capacities is terminated, Executive's compensation, as specified in this Agreement, will not be diminished or reduced in any cost, liability or judgment incurred by the Executive manner as a result of his actions or inactions as a member of the Board, such termination for so long as they are in good faith. The Executive shall serve otherwise remains employed under the Company and its affiliates faithfully, conscientiously and to the best terms of the Executive's ability, shall promote the interests and reputation of the Company and its affiliates and shall perform his duties hereunder in accordance with the policies and procedures of the Company as in effect from time to time. Unless prevented by sickness or Disability, the Executive shall devote all of the Executive's time, attention, knowledge, energy and skills, during normal working hours, and at such other times as the Executive's duties may reasonably require, to the duties of the Executive's employment; provided, however, that this Agreement shall not be interpreted as: (a) prohibiting the Executive from, in accordance with the policies and procedures of the Company, managing his personal affairs, engaging in charitable or civic activities; or (b) subject to prior approval of the Company and any regulatory or self-regulatory process which may be required, serving as a director of any other corporation or business entity not affiliated with or in competition with the Company or its affiliates, so long as such activities do not interfere in any material respect with the performance of the Executive's duties and responsibilities hereunder. The Executive, in carrying out his duties under this Agreement, shall report to the Board. The Executive's office shall be located at the Company's headquarters, which is currently located at 00 Xxxxxxx Xxxxx, Suite One, Bohemia, NY 11716, or within a thirty-mile radius thereof.

Position, Duties and Responsibilities. On or about the Effective Date and continuing for the remainder of During the Term (as defined in Section 2.01 below), Employee shall serve as SVP and Chief Commercial Officer of EmploymentEmployer (or, if requested by Employer, in such other position with a title of at least Senior Vice President or its equivalent that is consistent with Employee’s education, background and experience), as well as in such other positions or capacities as may be reasonably requested by the Executive shall be employed as Board of Directors of Employer (the “Board”) or the Chief Executive Officer of the Company. The Executive shall be nominated for election as a member of the Company's Board of Directors Employer (the "Board")“CEO”) and shall have such duties and responsibilities as are customary for, and the Company shall defendare consistent with, hold harmlesssuch position(s) as may, and indemnify the Executive from any costtime to time, liability or judgment incurred be assigned by the Executive as a result of his actions or inactions as a member of the Board, so long as they are the CEO and/or any of their respective nominees. Employee’s employment by Employer shall be full-time and exclusive to Employer and Employee shall (a) report to Employer’s CEO, (b) comply with Employer’s policies and procedures in good faith. The Executive shall place from time to time, and (c) serve the Company and its affiliates faithfully, conscientiously Employer faithfully and to the best of Employee’s ability. During the Executive's abilityTerm, shall promote the interests and reputation of the Company and its affiliates and shall perform his duties hereunder except for paid time off in accordance with the policies and procedures terms of the Company as in effect from time Section 3.01(G) below or absences due to time. Unless prevented by sickness illness or Disabilityincapacity, the Executive Employee shall devote all of the Executive's Employee’s business time, attention, knowledge, energy skill and skills, during normal working hours, and at such other times as the Executive's duties may reasonably require, efforts exclusively to the duties business and affairs of the Executive's employment; provided, however, that this Agreement shall not be interpreted as: Employer (a) prohibiting the Executive from, in accordance with the policies and procedures of the Company, managing his personal affairs, engaging in charitable or civic activities; or (b) subject to prior approval of the Company and any regulatory or self-regulatory process which may be required, serving as a director of any other corporation or business entity not affiliated with or in competition with the Company or including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, so long as Employee may (i) engage in charitable, educational, religious, civic and similar types of activities and manage her personal investments, provided that such activities do not interfere in any material respect with inhibit or prohibit the performance of Employee’s duties hereunder or inhibit or conflict with the Executivebusiness of Employer and/or its affiliates, and (ii) with consent of the Board (which consent shall not be unreasonably withheld), serve on the board of directors (or its equivalent) of one (1) other business enterprise. Employee's duties and responsibilities hereunder. The Executive, in carrying out his principal place of business for the performance of Employee’s duties under this Agreement, shall report to the Board. The Executive's office Agreement shall be located at the Company's headquarters, which is Employer’s corporate headquarters currently located at 00 Xxxxxxx Xxxxxin Warren, Suite OneNew Jersey, Bohemia, NY 11716, or within a thirty-mile radius thereofprovided that Employee shall be required to travel as reasonably necessary to perform Employee’s duties hereunder.

Position, Duties and Responsibilities. On or about During the Effective Date and continuing for the remainder of the Term of EmploymentConsulting Term, the Executive Consultant shall be employed serve as the Chief Executive Restructuring Officer of the Company. The Executive Consultant shall be nominated for election as a member provide services and have duties and responsibilities commensurate with those of chief restructuring officers of similarly-sized companies and shall report to the Company's Board of Directors (the "Board"), and the Company shall defend, hold harmless, and indemnify the Executive from any cost, liability or judgment incurred by the Executive as a result of his actions or inactions as a member of the Board, so long as they are in good faith. The Executive shall serve the Company and its affiliates faithfully, conscientiously and to the best of the Executive's ability, shall promote the interests and reputation of the Company (the “Board”). Such duties and its affiliates and responsibilities shall perform his duties hereunder in accordance with the policies and procedures of the Company as in effect from time to time. Unless prevented by sickness or Disability, the Executive shall devote all of the Executive's time, attention, knowledge, energy and skills, during normal working hours, and at such other times as the Executive's duties may reasonably require, to the duties of the Executive's employment; provided, however, that this Agreement shall not be interpreted asinclude: (ai) prohibiting the Executive fromoversight and management of (1) pending and anticipated securities, in accordance with the policies corporate, insurance and procedures of the Company, managing his personal affairs, engaging in charitable or civic activities; or (b) subject to prior approval of the Company and any regulatory or self-regulatory process which may be required, serving as a director of any other corporation or business entity not affiliated with or in competition with significant litigation involving the Company or its affiliates, (2) the disposition of the contract mining business and such other businesses and entities in which the Company holds an interest as may be determined by the Board, and (3) such other matters as agreed upon by the Consultant and the Board; (ii) advising the Board and senior management of the Company with respect to other significant restructuring matters, and (iii) such other duties and responsibilities on which the Board and the Consultant shall mutually agree. During the Consulting Term, the Consultant shall devote such business time and efforts in his capacity as a non-exclusive consultant of the Company, as determined in good faith by the Consultant, as are reasonably necessary or appropriate to fulfill his obligations hereunder, provided that nothing herein shall preclude the Consultant from (i) managing his and his family’s passive personal investments, (ii) serving on other boards, (iii) engaging in civic or charitable activities, (iv) investing in or providing employment or consulting services to other businesses or (v) engaging in the practice of law, so long as such activities do not materially interfere in any material respect with the performance of the Executive's his duties and responsibilities hereunder. The ExecutiveDuring the Consulting Term, the Consultant shall have the right to serve as a director of the Company and, in carrying out his duties under this Agreementaddition to the compensation specified herein, shall report be entitled to receive such compensation and benefits provided by the Company to its non-employee directors from time to time for service on the Board. The Executive's office shall be located at the Company's headquarters, which is currently located at 00 Xxxxxxx Xxxxx, Suite One, Bohemia, NY 11716, or within a thirty-mile radius thereof.

Position, Duties and Responsibilities. On or about During the Effective Date and continuing for Term (as defined in Section 2.01 below), Executive shall serve as Chief Executive Officer (the remainder “CEO”) of the Term Company as well as in such other positions or capacities as may be reasonably requested by the Board of EmploymentDirectors of Company (the “Board”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by the Board. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to the Board, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and to the best of Executive’s ability. During the Term, the Executive shall be employed as the Chief Executive Officer of the Company. The Executive shall be nominated for election as a member of the Company's Board of Directors (the "Board"), and the Company shall defend, hold harmless, and indemnify the Executive from any cost, liability or judgment incurred by the Executive as a result of his actions or inactions also serve without further compensation as a member of the Board, so long as they are in good faith. The Executive shall serve also agrees to promptly execute such documents as may be reasonably requested by the Company to evidence his cessation of service on the Board pursuant to Section 4.02(E). During the Term, and its affiliates faithfully, conscientiously and to the best of the Executive's ability, shall promote the interests and reputation of the Company and its affiliates and shall perform his duties hereunder except for paid time off in accordance with the policies and procedures terms of the Company as in effect from time Section 3.01(F) below or absences due to time. Unless prevented by sickness illness or Disabilityincapacity, the Executive shall devote all of the Executive's ’s business time, attention, knowledge, energy skill and skills, during normal working hours, and at such other times as the Executive's duties may reasonably require, efforts exclusively to the duties business and affairs of the Executive's employment; provided, however, that this Agreement shall not be interpreted as: Company (a) prohibiting the Executive from, in accordance with the policies and procedures of the Company, managing his personal affairs, engaging in charitable or civic activities; or (b) subject to prior approval of the Company and any regulatory or self-regulatory process which may be required, serving as a director of any other corporation or business entity not affiliated with or in competition with the Company or including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, so long as Executive may do the following, provided that such activities do not interfere in any material respect with inhibit or prohibit the performance of Executive’s duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive's duties ’s personal investments, and responsibilities hereunder(ii) with the prior written consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises. The ExecutiveParties acknowledge that the Executive currently resides in the Boston metropolitan area; while the Executive will not be required to relocate his home residence, in carrying out his duties under this Agreement, shall report to the Board. The Executive's office Executive acknowledges that he shall be located at the Company's headquartersrequired to travel as reasonably necessary to perform Executive’s duties hereunder, which is currently located at 00 Xxxxxxx Xxxxx, Suite One, Bohemia, NY 11716, or within a thirty-mile radius thereofincluding international travel.

Position, Duties and Responsibilities. On or about During the Effective Date and continuing for the remainder of the Term of EmploymentTerm, the Company will employ Executive, and Executive shall agrees to be employed by the Company, as its Chief Financial Officer. In such capacity, Executive will have such duties and responsibilities as are normally associated with this position and will report to the Company's Chief Executive Officer (currently, Xxxxxx Xxxxx), or such individual's designee. During the Term, Executive shall devote his entire business time, attention and energies to the business and affairs of the Company. The Executive shall be nominated for election as a member , to the performance of Executive's duties under this Agreement and to the promotion of the Company's Board interests. Notwithstanding the foregoing, subject to Section 11 below, nothing in this Agreement shall be construed to limit Executive's ability to provide services to or participate in non-profit, charitable or civic organizations or to manage personal investments, including personal investment vehicles, to the extent that such activities do not materially interfere with Executive's performance of Directors (his duties hereunder. During the "Board")Term, and Executive shall perform the services required by this Agreement at the Company's principal place of business, currently located at 000 Xxxxx Xxx Xxxxxx Xxxxxx, Suite 130, Pasadena, CA 91101. Notwithstanding the foregoing, the Company shall defendmay from time to time require Executive to travel temporarily to other locations on the Company's business. At the Company's request, hold harmlessExecutive will serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing. In the event that Executive serves in any one or more of such additional capacities, and indemnify Executive's compensation will not be increased beyond that specified in this Agreement. In addition, in the Executive from event Executive's service in one or more of such additional capacities is terminated, Executive's compensation, as specified in this Agreement, will not be diminished or reduced in any cost, liability or judgment incurred by the Executive manner as a result of his actions or inactions as a member of the Board, such termination for so long as they are in good faith. The Executive shall serve otherwise remains employed under the Company and its affiliates faithfully, conscientiously and to the best terms of the Executive's ability, shall promote the interests and reputation of the Company and its affiliates and shall perform his duties hereunder in accordance with the policies and procedures of the Company as in effect from time to time. Unless prevented by sickness or Disability, the Executive shall devote all of the Executive's time, attention, knowledge, energy and skills, during normal working hours, and at such other times as the Executive's duties may reasonably require, to the duties of the Executive's employment; provided, however, that this Agreement shall not be interpreted as: (a) prohibiting the Executive from, in accordance with the policies and procedures of the Company, managing his personal affairs, engaging in charitable or civic activities; or (b) subject to prior approval of the Company and any regulatory or self-regulatory process which may be required, serving as a director of any other corporation or business entity not affiliated with or in competition with the Company or its affiliates, so long as such activities do not interfere in any material respect with the performance of the Executive's duties and responsibilities hereunder. The Executive, in carrying out his duties under this Agreement, shall report to the Board. The Executive's office shall be located at the Company's headquarters, which is currently located at 00 Xxxxxxx Xxxxx, Suite One, Bohemia, NY 11716, or within a thirty-mile radius thereof.