Common use of Position; Duties Clause in Contracts

Position; Duties. (a) Prior to the Separation, Executive shall continue to serve as Chief Executive Officer of Parent’s “Healthcare” business segment. In this capacity, Executive shall have such duties, authorities and responsibilities as the Chairman, President and Chief Executive Officer of Parent (the “CEO”) shall designate that are consistent with Executive’s position. Executive shall report to the CEO. (b) Upon and following the Separation, Executive shall serve as the Company’s Chief Executive Officer. In this capacity, Executive shall have such duties, authorities and responsibilities as the Board of Directors of the Company (“Board”) shall designate that are consistent with Executive’s position. Upon and following the Separation, Executive shall report to the Board. Hereinafter, for ease of reference, the term “Employing Company” shall refer to “Parent” prior to the Separation and “Company” thereafter. (c) Executive’s employment shall be at will, meaning that such employment may be terminated by Executive or by the Employing Company at any time and for any reason, with or without notice, subject to the provisions of Section 3 hereof. (d) Executive shall devote substantially all of his business time (excluding periods of vacation and other approved leaves of absence) to the performance of his duties with the Employing Company, provided the foregoing shall not prevent Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the CEO or the Board (as applicable), serving on the board of directors or advisory boards of other companies; and (ii) managing his and his family’s personal investments so long as such activities do not materially interfere with the performance of his duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the CEO or the Board (as applicable), conflict with Executive’s fiduciary duty to the Employing Company or create any appearance thereof, Executive shall promptly resign from such other board of directors or advisory board after written notice of the conflict is received from the CEO or the Board (as applicable). Service on the boards of directors or advisory boards disclosed by Executive to Parent on which he is serving as of the Effective Date is hereby approved by Parent and Company. (e) Executive further agrees to serve without additional compensation as an officer and/or director of any of the Employing Company’s subsidiaries and agrees that any amounts received from such corporation may be offset against the amounts due hereunder. In addition, it is agreed that the Company may assign the Executive to one of its subsidiaries or affiliated companies for payroll purposes.

Position; Duties. (a) Prior The Executive agrees that during the Employment Period, while he is employed by the Corporation, he shall, except as otherwise expressly provided herein, devote his full-time energies and talents exclusively to serving in the Separation, Executive shall continue to serve as capacities of Chief Executive Officer of Parent’s “Healthcare” business segmentthe Corporation in the best interests of the Corporation. In this capacity, Executive shall have such duties, authorities and responsibilities as the Chairman, President and As Chief Executive Officer of Parent (the “CEO”) Corporation, the Executive shall designate perform the duties and functions that are consistent with Executive’s normal and customary to such position. Executive shall report to , including, without limitation, the CEO. (b) Upon and following the Separation, Executive shall serve as the Company’s usual duties of a Chief Executive Officer. In this capacity, Executive shall have such duties, authorities Officer and responsibilities as those duties assigned to him from time to time by the Board of Directors of the Company Corporation (the “Board”). In such capacity, the Executive will be responsible, subject to the direction of the Board, for all aspects of the operations, financial performance, marketing, sales, recruiting, technology, budgeting, accounting, legal, regulatory, administrative and general management of the Corporation’s business. (b) shall designate that are consistent with Executive’s position. Upon and following In addition, the Separation, Executive shall report not, without prior written consent from the Board (which consent shall not be unreasonably withheld): (i) serve as or be a consultant to or employee, officer, agent or director of any corporation, partnership or other entity other than (A) the Corporation, (B) civic, charitable, or other public service organizations or (C) The Village School, a private school in Houston, Texas owned and controlled by Executive; or (ii) have more than a five percent (5%) ownership interest in any enterprise other than the Corporation if such ownership interest would have a material adverse effect upon the ability of the Executive to perform his duties hereunder; provided, however, the Executive shall (X) disclose to the Board. HereinafterBoard any 5% ownership interest in any enterprise, for ease (Y) disclose any financial relationship or ownership (regardless of referencesuch percentage), with any supplier, customer or partner of the term “Employing Company” shall refer to “Parent” prior to Corporation or any of its subsidiaries, and (Z) not cause a conflict of interest between the Separation Corporation or any of its subsidiaries on the one hand and “Company” thereafterany supplier, customer or partner of the Corporation or any of its subsidiaries on the other hand. (c) Notwithstanding the foregoing, the Corporation acknowledges that the Executive has disclosed that he is currently involved in a number of outside activities listed on Schedule 2 attached hereto. Such involvement is approved by the Corporation and the Corporation acknowledges that the Executive’s employment shall mere participation in such activities will not be at willdeemed a breach of this Agreement by the Executive. In connection with approving the Executive’s outside activities, meaning it is anticipated that such employment outside activites shall not, on average, consume more than two (2) business days per month of the Executive’s schedule. Schedule 2 may be terminated by Executive or changed from time to time to accommodate the Executive’s activities upon disclosure by the Employing Company at any time Executive and for any reason, with or without notice, subject to approval by the provisions of Section 3 hereofBoard. (d) The Executive is currently a member of the Board. During the Employment Period, the Board shall devote substantially all nominate the Executive for re-election as a member of the Board at the expiration of his business time (excluding periods of vacation and other approved leaves of absence) to the performance of his duties with the Employing Company, provided the foregoing shall not prevent Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the CEO or the Board (as applicable), serving on the board of directors or advisory boards of other companies; and (ii) managing his and his family’s personal investments so long as such activities do not materially interfere with the performance of his duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the CEO or the Board (as applicable), conflict with Executive’s fiduciary duty to the Employing Company or create any appearance thereof, Executive shall promptly resign from such other board of directors or advisory board after written notice of the conflict is received from the CEO or the Board (as applicable). Service on the boards of directors or advisory boards disclosed by Executive to Parent on which he is serving as of the Effective Date is hereby approved by Parent and Companythen current term. (e) Executive further agrees to serve without additional compensation as an officer and/or director of any of the Employing Company’s subsidiaries and agrees that any amounts received from such corporation may be offset against the amounts due hereunder. In addition, it is agreed that the Company may assign the Executive to one of its subsidiaries or affiliated companies for payroll purposes.

Position; Duties. (a) Prior to During the SeparationEmployment Term, Executive shall continue to serve as the Company’s Chairman, President and Chief Executive Officer of Parent’s “Healthcare” business segmentOfficer. In this capacitysuch position, Executive shall report to the Board of Directors of the Company (the “Board”) and the Board of Directors of American Media, Inc. (the “Parent”) (the “Parent Board”) and shall have such duties, authorities responsibilities and responsibilities authority commensurate with his position as the Chairman, President and Chief Executive Officer of Parent (the “CEO”) shall designate Company, subject to reasonable and customary oversight and review by the Board; provided that are consistent with Executive’s position. it is understood that the day-to-day ordinary course operations of the Company will be managed by Executive shall report to without requirement for approval of the CEOBoard. (b) Upon Executive also shall be a member of the Board and following the Separation, Parent Board at all times during which the Executive shall serve is serving as the Company’s President and Chief Executive Officer. In this capacityWhile Executive remains an employee of the Company, Executive shall have such duties, authorities and responsibilities agrees to serve as a member of the Board of Directors of and the Company (“Board”) shall designate that are consistent with Executive’s position. Upon and following the Separation, Executive shall report to the Board. Hereinafter, for ease of reference, the term “Employing Company” shall refer to “Parent” prior to the Separation and “Company” thereafterParent Board at no additional compensation. (c) Executive’s employment shall be at willDuring the Employment Term, meaning that such employment may be terminated by Executive or by the Employing Company at any will devote his full business time and for any reason, with or without notice, subject to the provisions of Section 3 hereof. (d) Executive shall devote substantially all of his business time (excluding periods of vacation and other approved leaves of absence) best efforts to the performance of his duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would materially conflict with the Employing Companyrendition of such services either directly or indirectly, without the prior written consent of the Board; provided the foregoing that nothing herein shall not prevent preclude Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the CEO or the Board (as applicable), serving continuing to serve on the board of directors or advisory boards trustees of any business corporation or any charitable organization on which he currently serves and which is identified on Exhibit A hereto or, subject to the prior approval of the Board (which approval shall not be unreasonably withheld), from accepting appointment to any additional directorships or trusteeships (other companies; than additional charitable or civic directorships which shall not require Board approval), provided in each case, and (ii) managing his and his family’s personal investments so long as in the aggregate, that such activities do not materially interfere with the performance of his Executive’s duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the CEO or the Board (as applicable), conflict with Executive’s fiduciary duty to the Employing Company or create any appearance thereof, Executive shall promptly resign from such other board of directors or advisory board after written notice of the conflict is received from the CEO or the Board (as applicable). Service on the boards of directors or advisory boards disclosed by Executive to Parent on which he is serving as of the Effective Date is hereby approved by Parent and CompanySection 8. (e) Executive further agrees to serve without additional compensation as an officer and/or director of any of the Employing Company’s subsidiaries and agrees that any amounts received from such corporation may be offset against the amounts due hereunder. In addition, it is agreed that the Company may assign the Executive to one of its subsidiaries or affiliated companies for payroll purposes.

Position; Duties. (a) Prior to During the SeparationEmployment Term (as defined in Section 2 below), Executive shall continue to serve as Chief Executive Officer the Vice President, General Counsel and Secretary of Parent’s “Healthcare” business segmentthe Company. In this capacitycapacity Executive shall have principal responsibility and authority for the provision and management of legal services for the Company and its subsidiaries or affiliated entities, and shall perform the duties of Secretary of the Company and its subsidiaries or affiliated entities as prescribed in the By-Laws of the Company, or of its subsidiaries or affiliated entities. Executive shall have such additional duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities as the Chairman, President and Chief Executive Officer of Parent (the “CEO”) shall designate that are consistent with Executive’s positionposition as Vice President, General Counsel and Secretary of the Company. Executive shall report to the CEOChief Executive Officer. (b) Upon and following During the SeparationEmployment Term, Executive shall serve as the Company’s Chief Executive Officer. In this capacity, Executive shall have such duties, authorities and responsibilities as the Board of Directors of the Company (“Board”) shall designate that are consistent with Executive’s position. Upon and following the Separation, Executive shall report to the Board. Hereinafter, for ease of reference, the term “Employing Company” shall refer to “Parent” prior to the Separation and “Company” thereafter. (c) Executive’s employment shall be at will, meaning that such employment may be terminated by Executive or by the Employing Company at any time and for any reason, with or without notice, subject to the provisions of Section 3 hereof. (d) Executive shall devote substantially all of his business time (excluding periods of vacation and other approved leaves of absence) to the performance of his duties with the Employing Company, ; provided the foregoing shall not prevent Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the CEO or Board of Directors of the Board Company (as applicablethe “Board”), serving on the board of directors or advisory boards of other companies; and (ii) managing his and his family’s personal investments so long as such activities do not materially interfere with the performance of his duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the CEO or the Board (as applicable)Board, conflict with Executive’s fiduciary duty to the Employing Company or create any appearance thereof, Executive shall promptly resign from such other board of directors or advisory board after written notice of the conflict is received from the CEO or the Board (as applicable). Service on the boards of directors or advisory boards disclosed by Executive to Parent on which he is serving as of the Effective Date is hereby approved by Parent and CompanyBoard. (ec) Executive further agrees to serve without additional compensation as an officer and/or and director of any of the Employing Company’s subsidiaries or affiliates, as the same may exist from time to time, and agrees that any amounts received from any such corporation subsidiary or affiliate may be offset against the amounts due hereunder. In addition, it is agreed that the Company may assign the Executive to one of its subsidiaries or affiliated companies affiliates for payroll purposespurposes providing this does not change the Executive’s role as the Vice President, General Counsel and Secretary of the Company.

Position; Duties. Employee shall be employed in the position of Vice President, Corporate Development of the Company. Following shareholder approval and effectiveness of the recapitalization and related proposals (athe "Recapitalization") Prior described in the Company's preliminary proxy and registration statement on Form S-4, filed on March 17, 2000, Employee shall hold such position solely with Superus Holdings, Inc., the Company's successor pursuant to the SeparationRecapitalization. During the Term, Executive Employee will devote his full time and best efforts to Company and will not engage in any outside employment or business (whether for compensation or otherwise) without the prior written consent of Company's Board of Directors. Employee shall continue at all times faithfully, industriously and to serve the best of Employee's ability, experience and talent perform all of the duties that may be assigned to Employee hereunder. The services to be rendered by Employee shall include, without limitation, all services customarily rendered by persons engaged in the same capacity or in a similar capacity in the Internet industry, and such other services as may be reasonably requested by Company from time to time. Employee's responsibilities shall specifically include, but not be limited to, assisting the Chief Executive Officer and others with supervising, and where appropriate assisting with, the operations of Parent’s “Healthcare” the Company's subsidiaries, if any, identifying business segment. In this capacity, Executive shall have such duties, authorities and responsibilities as the Chairman, President and Chief Executive Officer of Parent (the “CEO”) shall designate that opportunities which are consistent with Executive’s position. Executive shall report to the CEO. (b) Upon and following the Separation, Executive shall serve as the Company’s Chief Executive Officer. In this capacity's evolving strategic goals, Executive shall have such duties, authorities and responsibilities as assisting with the Board of Directors evolution of the Company (“Board”) shall designate that are consistent with Executive’s positionCompany's strategic plan. Upon and following Notwithstanding the Separationforegoing, Executive shall report to the Board. Hereinafterhowever, for ease of reference, the term “Employing Company” shall refer to “Parent” prior to the Separation and “Company” thereafter. (c) Executive’s employment shall be at will, meaning that such employment may be terminated by Executive or by the Employing Company at any time and for any reason, with or without notice, subject to the provisions of Section 3 hereof. (d) Executive shall devote substantially all of his business time (excluding periods of vacation and other approved leaves of absence) to the performance of his duties with the Employing Company, provided the foregoing this Agreement shall not prevent Executive be interpreted to prohibit Employee from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the CEO or the Board (as applicable)making personal investments, serving on the board other boards of directors and advisory boards, attending educational classes, or advisory boards of other companies; and (ii) managing his and his family’s personal investments so long as such conducting private business affairs if those activities do not materially interfere with the performance services required under this Agreement, provided that Employee shall not directly or indirectly acquire, hold or retain any material interest in any business competing, directly or indirectly, with the business of his duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board wouldCompany, except for investments in the good faith judgment of the CEO or the Board (as applicable), conflict with Executive’s fiduciary duty to the Employing Company or create any appearance thereof, Executive shall promptly resign from such mutual and other board of directors or advisory board after written notice of the conflict is received from the CEO or the Board (as applicable). Service on the boards of directors or advisory boards disclosed by Executive to Parent on which he is serving as of the Effective Date is hereby approved by Parent and Companysimilar funds. (e) Executive further agrees to serve without additional compensation as an officer and/or director of any of the Employing Company’s subsidiaries and agrees that any amounts received from such corporation may be offset against the amounts due hereunder. In addition, it is agreed that the Company may assign the Executive to one of its subsidiaries or affiliated companies for payroll purposes.

Position; Duties. (a) Prior to Except as provided in Section 2(b) below, the Separation, Executive shall continue to serve as the Company’s President and Chief Executive Officer of Parent’s “Healthcare” business segmentduring the Employment Term. In this capacityAs President and Chief Executive Officer, the Executive shall have such duties, authorities and responsibilities as are commensurate with the Chairman, position of President and Chief Executive Officer of Parent (the “CEO”) shall designate that are consistent with Executive’s position. Executive shall report to the CEO. (b) Upon and following the Separation, Executive shall serve such other duties and responsibilities as the Company’s Chief Executive Officer. In this capacity, Executive shall have such duties, authorities and responsibilities as the Board of Directors of (the Company (“Board”) shall designate that are consistent with the Executive’s positionposition as President and Chief Executive Officer. (b) During the Employment Term, the Executive agrees to devote his full business time, attention and energies to the performance of all of the lawful duties, responsibilities and authority that may be assigned to him hereunder. Upon Nothing contained in this Agreement will preclude the Executive from (i) serving as a director of, or member of a committee of the directors of, one (1) publicly held company and following one (1) privately held company during the Separationfirst year of the Employment Term or three (3) corporations or organizations after the first year of the Employment Term, Executive provided that after the first anniversary of the Employment Term any such service shall report be subject to the Board. Hereinafter, for ease of reference, the term “Employing Company” shall refer to “Parent” ’s prior written approval except to the Separation extent the Executive provided such services in accordance with this clause (i) during the first year of the Employment Term, (ii) devoting time to personal and “Company” thereafterfamily investments, (iii) serving as a director of any not-for-profit company, or (iv) from participating in charitable or industry associations, in each case, provided that such activities or services do not (x) materially interfere with the Executive’s performance of duties hereunder or (y) violate the terms of the Confidentiality Agreement (as defined below). (c) During the Employment Term, the Executive shall serve as a member of the Board, and the Executive agrees to serve as a member of the Board without additional compensation. Upon the Executive’s termination of employment shall be at will, meaning that such employment may be terminated by Executive or by from the Employing Company at any time and for any reason, unless otherwise specified in a written agreement between the Executive and the Company, the Executive will be deemed to have resigned from all offices, directorships, and other employment positions if any, then held with the Company or without noticeany of its affiliates, subject and agrees to take all actions reasonably requested by the provisions of Section 3 hereofCompany to effectuate the foregoing. (d) During the Employment Term, the Executive’s principal place of employment shall be the Company’s offices in Cambridge, Massachusetts, provided that the Executive shall devote substantially all of divide his business time (excluding periods of vacation among the Company’s office in Cambridge, Massachusetts and such other approved leaves of absencelocation(s) to as may be agreed upon by the performance of his duties with the Employing Company, provided the foregoing shall not prevent Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the CEO or and the Board (as applicableor its designee), serving on the board of directors or advisory boards of other companies; and (ii) managing his and his family’s personal investments so long as such activities do not materially interfere subject to customary business travel consistent with the performance of Executive’s duties and responsibilities and provided further that the Executive will not be required to relocate from his duties hereunder current residence to Massachusetts or create elsewhere. The Company agrees that the Executive will be permitted to establish, subject to Board oversight, a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, Company office in the good faith judgment northern New Jersey area as soon as reasonably practicable following the date of the CEO or Company’s Initial Public Offering (if any); provided that the Executive may establish such an office prior to an Initial Public Offering subject to Board approval. The Executive will be permitted to work a reasonable amount of time from the Company’s office to be established in the northern New Jersey area, provided that the Executive will maintain a consistent presence in the Company’s office in Cambridge, Massachusetts and provided further that the Executive’s principal place of employment will remain the Company’s office in Cambridge, Massachusetts unless otherwise agreed between the Board (as applicable)and the Executive. For purposes of this Agreement, conflict with Executive’s fiduciary duty to “Initial Public Offering” means the Employing Company or create any appearance thereof, Executive shall promptly resign from such other board of directors or advisory board after written notice consummation of the conflict is received from Company’s first underwritten initial public offering of common equity securities under the CEO or the Board (Securities Act of 1933, as applicable). Service on the boards of directors or advisory boards disclosed by Executive to Parent on which he is serving as of amended, after the Effective Date is hereby approved by Parent and CompanyDate, that results in such common equity securities being listed for trading on a national securities exchange. (e) Executive further agrees to serve without additional compensation as an officer and/or director of any of the Employing Company’s subsidiaries and agrees that any amounts received from such corporation may be offset against the amounts due hereunder. In addition, it is agreed that the Company may assign the Executive to one of its subsidiaries or affiliated companies for payroll purposes.

Position; Duties. (a) Prior to the Separation, The Executive shall continue to serve be employed as Chief Executive Officer of Parent’s “Healthcare” business segment. In this capacity, Executive shall have such duties, authorities and responsibilities as the Chairman, President and Chief Executive Officer of Parent (the “CEO”) shall designate that are consistent with Executive’s position. Executive shall report to the CEO. (b) Upon and following the Separation, Executive shall serve as the Company’s Chief Executive Officer, commencing as of the Commencement Date. In this capacity, Executive He shall have such duties, the authorities and responsibilities as customarily associated with such status in a company of the size and structure of the Company, including the right to approve the hiring and/or termination of any employee of the Company or its subsidiaries. He shall report directly to the Board of Directors of the Company (the “Board”) and shall designate that are consistent with Executivehave ultimate responsibility for all the Company’s position. Upon current and following future operations in the SeparationU.S. and abroad, Executive shall report to the Board. Hereinafter, for ease which currently include: • ▇▇▇▇ North America • ▇▇▇▇ International • ▇▇▇▇ Far East • Sassy • Bright of reference, the term “Employing Company” shall refer to “Parent” prior to the Separation and “Company” thereafter. (c) Executive’s employment shall be at will, meaning that such employment may be terminated by Executive or by the Employing Company at any time and for any reason, with or without notice, subject to the provisions of Section 3 hereof. (d) America The Executive shall devote substantially all of his business time (excluding periods of vacation time, effort and other approved leaves of absence) energies to the performance of his duties with the Employing Company, provided the foregoing shall not prevent Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval business of the CEO or Company; provided, however, that notwithstanding the Board foregoing, he may (as applicable), serving a) serve on the board of directors or advisory boards of other companies; a reasonable number of trade associations and/or charitable organizations, (b) engage in charitable activities and community affairs, (c) accept and fulfill a reasonable number of speaking engagements and (iid) managing manage his and his family’s personal investments so and affairs, as long as such activities do not materially individually or in the aggregate interfere with the proper performance of his duties hereunder or create a potential business conflict or and responsibilities for the appearance thereof. If at Company in any time service material respect; provided further, that he may serve on any the board of directors or advisory board wouldof any for-profit business entity, in but only with the good faith judgment prior written consent of the CEO Chairman of the Board or the Chairman of the Executive Committee of the Board, which consent will not be unreasonably withheld or delayed if the Chairman of the Board (or the Chairman of the Executive Committee of the Board, as applicable), conflict concludes in his discretion that such service will not interfere with the proper performance of the Executive’s fiduciary duty to the Employing Company or create any appearance thereof, Executive shall promptly resign from such other board of directors or advisory board after written notice of the conflict is received from the CEO or the Board (as applicable). Service on the boards of directors or advisory boards disclosed by Executive to Parent on which he is serving as of the Effective Date is hereby approved by Parent and Companyduties hereunder. (e) Executive further agrees to serve without additional compensation as an officer and/or director of any of the Employing Company’s subsidiaries and agrees that any amounts received from such corporation may be offset against the amounts due hereunder. In addition, it is agreed that the Company may assign the Executive to one of its subsidiaries or affiliated companies for payroll purposes.

Position; Duties. (a) Prior The Executive agrees that during the Employment Period, while he is employed by the Corporation, he shall, except as otherwise expressly provided herein, devote his full-time energies and talents exclusively to serving in the Separationcapacities of Senior Vice President - Operations of the Corporation and in the best interests of the Corporation. As Senior Vice President - Operations of the Corporation, the Executive shall continue perform the duties and functions that are normal and customary to serve as Chief Executive Officer such position, including, without limitation, the usual duties of Parent’s “Healthcare” business segment. In this capacity, Executive shall have such duties, authorities a Senior Vice President - Operations and responsibilities as those duties assigned to him from time to time by the Chairman, President and Chief Executive Officer of Parent the Corporation (the “CEO”) shall designate that are consistent with Executive’s position). In such capacity, the Executive shall report will be responsible, subject to the direction of the CEO, for all aspects of the operations and engineering functions of the Corporation. (b) Upon and following In addition, the Separation, Executive shall serve as not, without prior written consent from the Company’s Chief Executive Officer. In this capacity, Executive shall have such duties, authorities and responsibilities as the Board of Directors of the Company CEO (“Board”) shall designate that are consistent with Executive’s position. Upon and following the Separation, Executive shall report to the Board. Hereinafter, for ease of reference, the term “Employing Company” shall refer to “Parent” prior to the Separation and “Company” thereafter. (c) Executive’s employment shall be at will, meaning that such employment may be terminated by Executive or by the Employing Company at any time and for any reason, with or without notice, subject to the provisions of Section 3 hereof. (d) Executive shall devote substantially all of his business time (excluding periods of vacation and other approved leaves of absence) to the performance of his duties with the Employing Company, provided the foregoing which consent shall not prevent Executive from be unreasonably withheld): (i) participating in serve as or be a consultant to or employee, officer, agent or director of any corporation, partnership or other entity other than (A) the Corporation, (B) civic, charitable, civic, educational, professional, community or industry affairs other public service organizations; or, with prior written approval of the CEO or the Board (as applicable), serving on the board of directors or advisory boards of other companies; and (ii) managing his and his family’s personal investments so long as have more than a five percent (5%) ownership interest in any enterprise other than the Corporation if such activities do not materially interfere with ownership interest would have a material adverse effect upon the performance ability of his duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the CEO or the Board (as applicable), conflict with Executive’s fiduciary duty to the Employing Company or create any appearance thereof, Executive shall promptly resign from such other board of directors or advisory board after written notice of the conflict is received from the CEO or the Board (as applicable). Service on the boards of directors or advisory boards disclosed by Executive to Parent on which he is serving as of the Effective Date is hereby approved by Parent and Company. (e) Executive further agrees to serve without additional compensation as an officer and/or director of any of the Employing Company’s subsidiaries and agrees that any amounts received from such corporation may be offset against the amounts due hereunder. In addition, it is agreed that the Company may assign the Executive to one perform his duties hereunder; provided, however, the Executive shall (X) disclose to the CEO any 5% ownership interest in any enterprise, (Y) disclose any financial relationship or ownership (regardless of such percentage), with any supplier, customer or partner of the Corporation or any of its subsidiaries, and (Z) not cause a conflict of interest between the Corporation or any of its subsidiaries on the one hand and any supplier, customer or affiliated companies for payroll purposespartner of the Corporation or any of its subsidiaries on the other hand.

Position; Duties. (a) Prior to During your term of employment, you will hold the Separationtitle and office of, Executive shall continue to and serve as in the position of, Chief Executive Officer of Parent’s “Healthcare” business segmentthe Company and as a member of the Board of Managers of the Company. In this capacity, Executive shall have such duties, authorities and responsibilities as the Chairman, President and Chief Executive Officer of Parent (the “CEO”) shall designate that are consistent with Executive’s position. Executive You shall report to the CEOBoard of Managers of the Company and its senior executive designee and shall have such authorities and duties consistent with your positions in a company the size and nature of the Company. You shall also perform such specific duties and services of a senior executive nature (including service as an officer, director or equivalent position of any subsidiary, affiliated company or joint venture of the General Maritime Group, without additional compensation) as such Board of Managers or designee shall reasonably request and as the Board of Managers, Board of Directors of Parent or similar body of such subsidiary, affiliated company or venture shall approve, consistent with your position. As used in this Agreement, the term the "General Maritime Group" means and includes General Maritime Corporation, a Marshall Islands corporation ("Parent"), and each of its subsidiarie▇ ▇▇▇ ▇▇filiates and joint ventures from time to time. For purposes of this Agreement, an "affiliate" of a person or other entity shall mean a person or other entity that directly or indirectly controls, is controlled by, or is under common control with the person or other entity specified. (b) Upon During the Term, you shall (i) devote your full business time and following attention to the Separation, Executive shall serve as the Company’s Chief Executive Officer. In this capacity, Executive shall have such duties, authorities business and responsibilities as the Board of Directors affairs of the Company (“Board”and the members of the General Maritime Group, to the extent requested pursuant to Section 2(a) shall designate that are above) and use your reasonable best efforts to faithfully perform your duties and responsibilities; and (ii) abide by all applicable policies of the Company and the General Maritime Group from time to time in effect known to you or provided to you electronically or in writing. To the extent consistent with Executive’s position. Upon your duties and following the Separationresponsibilities hereunder, Executive shall report to the Board. Hereinafter, for ease of reference, the term “Employing Company” shall refer to “Parent” prior to the Separation and “Company” thereafter. you may (cA) Executive’s employment shall be at will, meaning that such employment may be terminated by Executive or by the Employing Company at any time and for any reason, with or without notice, subject to the provisions of Section 3 hereof. (d) Executive shall devote substantially all of his business time (excluding periods of vacation and other approved leaves of absence) to the performance of his duties with the Employing Company, provided the foregoing shall not prevent Executive from (i) participating engage in charitable, civiceducational and community affairs, educational, professional, community or industry affairs or, with prior written approval of the CEO or the Board (as applicable), including serving on the board of directors of any charitable, educational or advisory boards community organization, (B) manage your personal passive investments, (C) upon approval of other companies; the Board of Directors of Parent serve as a director of another company and (iiD) managing his and his family’s personal investments so long as such engage in activities do not materially interfere with the performance of his duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the CEO or approved by the Board (as applicable), conflict with Executive’s fiduciary duty to the Employing Company or create any appearance thereof, Executive shall promptly resign from such other board of directors or advisory board after written notice Directors of the conflict is received from the CEO or the Board (as applicable). Service on the boards of directors or advisory boards disclosed by Executive to Parent on which he is serving as of the Effective Date is hereby approved by Parent and CompanyParent. (e) Executive further agrees to serve without additional compensation as an officer and/or director of any of the Employing Company’s subsidiaries and agrees that any amounts received from such corporation may be offset against the amounts due hereunder. In addition, it is agreed that the Company may assign the Executive to one of its subsidiaries or affiliated companies for payroll purposes.