Common use of Position Clause in Contracts

Position. a. During the Employment Term, Executive shall serve as the Company’s Chief Executive Officer (“CEO”). In such position, Executive shall have such duties and authority as are customarily performed and held by chief executive officers of like-sized companies, together with such duties and authorities as shall be determined from time to time by the Board of Directors of the Company (the “Board”). If requested, Executive shall also serve as a member of the Board without additional compensation. Notwithstanding the foregoing, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media and, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 9.

Position. a. During (a) At the start of the Employment Term, Executive shall serve as the Company’s Senior Vice President, Chief Financial Officer of the Company and its direct and indirect parents (including PBF Energy Inc.), subsidiaries and affiliates (collectively, the “PBF Companies”) as his primary occupation. Executive Officer shall also serve in such positions for the PBF Companies as determined by the Board of Directors of PBF Energy Inc. (the “CEOBoard”), provided however, the only compensation paid to Executive shall be through this Agreement. In such positionpositions, Executive shall have such duties and authority as that are customarily performed and held by chief executive officers customary for those positions of like-sized companies, together with such duties and authorities as shall be determined from time to time by the Board of Directors companies of the Company (the “Board”). If requestedsize, Executive shall also serve as a member type and nature of the Board without additional compensationCompany. Notwithstanding the foregoing, in the event Executive acknowledges that during the Employment Term, he may spend a significant amount of his time traveling for purposes of Company business. Executive acknowledges that as an exempt member of management he will neither be paid for any overtime or excess time for hours exceeding the Company materially expands its regular working hours per week nor for additional time for weekend work. The base salary of Executive as set forth in this Agreement covers the remuneration of any extra hours or weekend work. (b) Executive shall devote an appropriate amount of time and energy to the business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all and affairs of the material business operations of the Company as in effect as of the Commencement Date; PBF Companies and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will shall not engage be engaged in any other businessbusiness activity, profession whether or occupation not such business activity is pursued for compensation gain, profit or otherwise other pecuniary advantage, unless the Company consents to Executive’s involvement in such business activity in writing. In addition, this restriction shall not be construed as preventing Executive from investing his assets in a form or manner that will not require Executive’s services in the operation of any of the companies in which would conflict such investments are made. Executive may also serve on boards of directors and other positions with non-profit and for-profit organizations as to which the Board may from time to time consent, which consent shall not be unreasonably withheld, delayed or conditioned, so long as such service does not materially interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media and, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties obligations hereunder or conflict with Section 9violate Sections 9 and 10 hereof.

Position. a. During (a) At the start of the Employment Term, Executive shall serve as the Company’s Chief Executive Officer Chairman of the Board of Directors of the Company and its direct and indirect parents (including PBF Energy Inc.), subsidiaries and affiliates (collectively, the “CEOPBF Companies”) as his primary occupation. Executive shall also serve in such positions for the PBF Companies as determined by the Board of Directors of PBF Energy Inc. (the “Board”), provided however, the only compensation paid to Executive shall be through this Agreement. In such positionpositions, Executive shall have such duties and authority as that are customarily performed and held by chief executive officers customary for those positions of like-sized companies, together with such duties and authorities as shall be determined from time to time by the Board of Directors companies of the Company (the “Board”). If requestedsize, Executive shall also serve as a member type and nature of the Board without additional compensationCompany. Notwithstanding the foregoing, in the event Executive acknowledges that during the Employment Term, he may spend a significant amount of his time traveling for purposes of Company business. Executive acknowledges that as an exempt member of management he will neither be paid for any overtime or excess time for hours exceeding the Company materially expands its regular working hours per week nor for additional time for weekend work. The base salary of Executive as set forth in this Agreement covers the remuneration of any extra hours or weekend work. (b) Executive shall devote an appropriate amount of time and energy to the business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all and affairs of the material business operations of the Company as in effect as of the Commencement Date; PBF Companies and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will shall not engage be engaged in any other businessbusiness activity, profession whether or occupation not such business activity is pursued for compensation gain, profit or otherwise other pecuniary advantage, unless the Company consents to Executive’s involvement in such business activity in writing. In addition, this restriction shall not be construed as preventing Executive from investing his assets in a form or manner that will not require Executive’s services in the operation of any of the companies in which would conflict such investments are made. Executive may also serve on boards of directors and other positions with non-profit and for-profit organizations as to which the Board may from time to time consent, which consent shall not be unreasonably withheld, delayed or conditioned, so long as such service does not materially interfere with Executive’s obligations hereunder or violate Sections 9 and 10 hereof. The Board has already consented to Executive serving as the rendition of such services either directly or indirectly, without the prior written consent Chairman of the Board; provided that nothing herein shall preclude Executive from serving on the board Board of directors Trustees of Advanced Health Media and, subject Manhattan College and as an advisor to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 9Swiss investment company Sofa AG.

Position. a. During (a) The Company agrees to employ Executive in the Employment Term, position of Executive Vice President: Chief Operating Officer. Executive shall serve as and perform the duties which may from time to time be assigned to him by the Company’s Chief Executive Officer (“CEO”). In such position, Executive shall have such duties ) and authority as are customarily performed and held by chief executive officers of like-sized companies, together with such duties and authorities as shall be determined from time to time by the Board of Directors of the Company (the “Board”). If requested, . (b) Executive shall also serve as a member of the Board without additional compensation. Notwithstanding the foregoing, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive agrees to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided Executive Vice President: Chief Operating Officer and agrees that such Division includes he will devote his best efforts and substantially all of his business time and attention to all facets of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will not engage in any other businessfaithfully and diligently carry out the duties of these positions; provided, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition however that Executive may devote reasonable time to activities involving professional, charitable, and similar types of such services either directly or indirectlyorganizations, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving speaking engagements and memberships on the board boards of directors of Advanced Health Media andother organizations, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that so long a such activities do not conflict or interfere with the performance of Executive’s duties hereunder hereunder, and do not represent a conflict of interest. Executive agrees to comply with all Company policies in effect from time to time, and to comply with all laws, rules and regulations applicable to the Company, including, but not limited to, those established by the Department of Insurance, the Securities and Exchange Commission, or conflict with Section 9any self-regulatory organization having jurisdiction or authority over the Executive or the Company. (c) Executive agrees to travel as reasonably necessary to perform his duties under this Agreement. (d) The Company, in its sole discretion, may require that Executive be designated an employee of one or more of the Company’s subsidiaries or affiliates for such purposes as payroll and benefits administration. The employment of Executive by any such subsidiary or affiliate to facilitate the Company’s internal administrative purposes shall be considered employment by the Company within the meaning of this Agreement and shall not otherwise affect any of the rights or responsibilities of the Company or Executive hereunder, including, but not limited to, Executive’s level of compensation. (e) The position of Executive Vice President: Chief Operating Officer shall be located at the Company’s corporate office in Chicago, Illinois.

Position. a. During (a) At the start of the Employment Term, Executive shall serve as the Company’s Chief Executive Officer of the Company and its direct and indirect parents (including PBF Energy Inc.), subsidiaries and affiliates (collectively, the “CEOPBF Companies”) as his primary occupation. Executive shall also serve in such positions for the PBF Companies as determined by the Board of Directors of PBF Energy Inc. (the “Board”), provided however, the only compensation paid to Executive shall be through this Agreement. In such positionpositions, Executive shall have such duties and authority as that are customarily performed and held by chief executive officers customary for those positions of like-sized companies, together with such duties and authorities as shall be determined from time to time by the Board of Directors companies of the Company (the “Board”). If requestedsize, Executive shall also serve as a member type and nature of the Board without additional compensationCompany. Notwithstanding the foregoing, in the event Executive acknowledges that during the Employment Term, he may spend a significant amount of his time traveling for purposes of Company business. Executive acknowledges that as an exempt member of management he will neither be paid for any overtime or excess time for hours exceeding the Company materially expands its regular working hours per week nor for additional time for weekend work. The base salary of Executive as set forth in this Agreement covers the remuneration of any extra hours or weekend work. (b) Executive shall devote an appropriate amount of time and energy to the business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all and affairs of the material business operations of the Company as in effect as of the Commencement Date; PBF Companies and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will shall not engage be engaged in any other businessbusiness activity, profession whether or occupation not such business activity is pursued for compensation gain, profit or otherwise other pecuniary advantage, unless the Company consents to Executive’s involvement in such business activity in writing. In addition, this restriction shall not be construed as preventing Executive from investing his assets in a form or manner that will not require Executive’s services in the operation of any of the companies in which would conflict such investments are made. Executive may also serve on boards of directors and other positions with non-profit and for-profit organizations as to which the Board may from time to time consent, which consent shall not be unreasonably withheld, delayed or conditioned, so long as such service does not materially interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media and, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties obligations hereunder or conflict with Section 9violate Sections 9 and 10 hereof.

Position. a. During the Employment Term, Executive shall You will serve as the Company’s Chief Executive Officer (the “CEO”). In such position) and report to, Executive shall have such duties and authority as are customarily performed and held by chief executive officers of like-sized companiesonly to, together with such duties and authorities as shall be determined from time to time by the Company’s Board of Directors of the Company (the “Board”). If requested, Executive You shall also serve as a member of the Board without additional compensation. Notwithstanding the foregoing, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially have all of the material business operations of duties, responsibilities and authority commensurate with the Company as position in effect as of the Commencement Date; similar type companies. All employees shall report to you or your designee. It is understood and provided further that following any such transactionagreed that, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant while you render services to the Securities Exchange Act of 1934Company, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and you will not engage in any other businessemployment, profession consulting or occupation for compensation other business activities (whether full-time or otherwise part-time), unless you first obtain the Board’s approval. Those activities in which would you participate as of the date of hereof and that have been disclosed in writing to the undersigned are hereby approved. It is understood and agreed that you may serve on other boards but only if such outside board service does not present a conflict or potential conflict of interest as determined by the Board in good faith. Those outside boards on which you serve as of the date hereof and that have been disclosed in writing to the undersigned are hereby approved. You also may engage in religious, charitable and other community activities so long as such activities do not interfere or conflict with your obligations to the Company. The time commitments to outside boards and other activities have been discussed by you with the rendition of such services either directly or indirectlyBoard and are hereby approved. While you are employed as the CEO, without the prior written consent you shall serve on and after January 1, 2014 as a member of the Board; provided that nothing herein prior to that date you shall preclude Executive from serving have an observer status on the board Board. Upon the ending of directors your employment, you shall immediately resign from the Board as well as from any other position(s) to which you were elected or appointed in connection with your position as CEO; provided that if you are entitled to a Board seat after the ending of Advanced Health Media andyour employment pursuant to your equity position in the Company as of your date of termination, subject you shall not be required to resign from the Board solely because of the ending of your employment. You will be entitled to indemnification protection and directors’ and officers’ liability insurance coverage, including with respect to advancement of attorneys’ fees and associated costs, in to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, same extent that such activities do not conflict or interfere with protection is provided to the performance of ExecutiveCompany’s duties hereunder or conflict with Section 9other directors and/or senior executives.

Position. a. During (a) At the start of the Employment Term, Executive shall serve as the Company’s Chief President of the Company and its direct and indirect parents (including PBF Energy Inc.), subsidiaries and affiliates (collectively, the “PBF Companies”) as his primary occupation. Executive Officer shall also serve in such positions for the PBF Companies as determined by the Board of Directors of PBF Energy Inc. (the “CEOBoard”), provided however, the only compensation paid to Executive shall be through this Agreement. In such positionpositions, Executive shall have such duties and authority as that are customarily performed and held by chief executive officers customary for those positions of like-sized companies, together with such duties and authorities as shall be determined from time to time by the Board of Directors companies of the Company (the “Board”). If requestedsize, Executive shall also serve as a member type and nature of the Board without additional compensationCompany. Notwithstanding the foregoing, in the event Executive acknowledges that during the Employment Term, he may spend a significant amount of his time traveling for purposes of Company business. Executive acknowledges that as an exempt member of management he will neither be paid for any overtime or excess time for hours exceeding the Company materially expands its regular working hours per week nor for additional time for weekend work. The base salary of Executive as set forth in this Agreement covers the remuneration of any extra hours or weekend work. (b) Executive shall devote an appropriate amount of time and energy to the business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all and affairs of the material business operations of the Company as in effect as of the Commencement Date; PBF Companies and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will shall not engage be engaged in any other businessbusiness activity, profession whether or occupation not such business activity is pursued for compensation gain, profit or otherwise other pecuniary advantage, unless the Company consents to Executive’s involvement in such business activity in writing. In addition, this restriction shall not be construed as preventing Executive from investing his assets in a form or manner that will not require Executive’s services in the operation of any of the companies in which would conflict such investments are made. Executive may also serve on boards of directors and other positions with non-profit and for-profit organizations as to which the Board may from time to time consent, which consent shall not be unreasonably withheld, delayed or conditioned, so long as such service does not materially interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media and, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties obligations hereunder or conflict with Section 9violate Sections 9 and 10 hereof.

Position. a. During (a) The Company agrees to employ Executive in the Employment Term, position of Chief Executive Officer. Executive shall serve as and perform the Company’s Chief Executive Officer (“CEO”). In such position, Executive shall have such duties and authority as are customarily performed and held by chief executive officers of like-sized companies, together with such duties and authorities as shall be determined which may from time to time be assigned to him by the Company’s Board of Directors of the Company (the “Board”). (b) Executive agrees to serve as Chief Executive Officer and agrees that he will devote his best efforts and all of his business time and attention to all facets of the business of the Company and will faithfully and diligently carry out the duties of these positions; provided, however, that Executive may participate on the Board of Directors for Corus Bankshares, Inc. and the Advisory Board for AlphaConnect (or its affiliates), so long as neither entity beneficially owns or disposes of or acquires beneficial ownership in the stock of a Competitor or operates a Competitor, as defined in Section 8(b)(i) below, and so long as such participation does not interfere with the performance of his duties hereunder. If requestedExecutive agrees to comply with all Company policies in effect from time to time, and to comply with all laws, rules and regulations applicable to the Company, including, but not limited to, those established by the Department of Insurance, the Securities and Exchange Commission, or any self-regulatory organization having jurisdiction or authority over Executive or the Company. (c) Executive will serve on the Company’s Board of Directors (“Board”), at the continuing discretion of the stockholders, during the Term of this Agreement. Further and upon request by the Board of the Company and consent by Executive, Executive shall also serve as a member Director of any and all of Company’s subsidiaries, provided, however, such consent shall not be unreasonably withheld. (d) Executive agrees to travel as necessary to perform his duties under this Agreement. (e) The Company, in its sole discretion, may require that Executive be designated an employee of one or more of the Board without additional Company’s subsidiaries or affiliates for such purposes as payroll and benefits administration. The employment of Executive by any such subsidiary or affiliate to facilitate the Company’s internal administrative purposes shall be considered employment by the Company within the meaning of this Agreement and shall not otherwise affect any of the rights or responsibilities of the Company or Executive hereunder, including, but not limited to, Executive’s level of compensation. Notwithstanding the foregoing, in the event that during the Employment Term, the Company materially expands its business or business operations through a mergershall not be entitled to redesignate Executive’s employment as contemplated in this Section, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve if such redesignation would preclude him from being represented in all public filings as the President or in another capacity as the most senior executive Chief Executive Officer of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During (f) The position of Chief Executive Officer shall be located at the Employment TermCompany’s administrative offices, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will not engage presently located in any other businessChicago, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media and, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 9Illinois.

Position. a. During the Employment Term, Executive shall serve as Senior Managing Director of the Company’s Chief Executive Officer (“CEO”)Partnership. In such positionpositions, Executive shall have such duties and the authority as are customarily performed and held by chief executive officers of like-sized companies, together commensurate with such duties positions and authorities such duties, commensurate with such positions, as shall be determined from time to time by the co-Chief Executive Officers of the Employer (the “co-CEOs”), and Executive shall report directly to the co-CEOs. Also during the Employment Term, Executive shall serve, to the extent elected, as the Co-Chairman of the Board of Directors of the Company (the “Board”). If requestedIn addition, Executive shall also will serve as a member CEO of the Board without additional compensation. Notwithstanding the foregoing, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafterprincipal Mexican operating subsidiary, it being understood that he will have the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive authority and responsibilities of a division of such Combined Enterprise (Senior Managing Director within the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; Employer organization and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant will report to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the CompanyCo-CEOs. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or materially interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive (w) from serving managing Executive’s personal investments, (x) from being employed part-time at an academic institution on the terms described in Schedule A hereto, (y) from continuing to serve on any board of directors directors, or as trustee, of Advanced Health Media and, any business corporation or any charitable organization on which Executive serves as of the Effective Date and which have been previously disclosed to the Employer and (z) subject to the prior approval of the BoardBoard (which shall not be unreasonably withheld), from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or materially interfere with the performance of Executive’s duties hereunder or conflict with Section 98 of this Agreement. c. The parties hereby acknowledge that, while Executive is employed hereunder by both the Partnership and the Company, it is anticipated that all of Executive’s business time and effort will be devoted to services for the Partnership. Consequently, subject to future adjustment as necessary from time to time to reflect the accurate allocation of time and effort expended by the Executive for the Company and Partnership, respectively, all of Executive’s compensation hereunder shall be allocated as compensation for work performed on behalf of the Partnership

Position. a. During (a) At the start of the Employment Term, Executive shall serve as the Company’s Chief Executive Officer Vice President, Commercial Operations of the Company and its direct and indirect parents (including PBF Energy Inc.), subsidiaries and affiliates (collectively, the “CEOPBF Companies”) as his primary occupation. Executive shall also serve in such positions for the PBF Companies as determined by the Board of Directors of PBF Energy Inc. (the “Board”), provided however, the only compensation paid to Executive shall be through this Agreement. In such positionpositions, Executive shall have such duties and authority as that are customarily performed and held by chief executive officers customary for those positions of like-sized companies, together with such duties and authorities as shall be determined from time to time by the Board of Directors companies of the Company (the “Board”). If requestedsize, Executive shall also serve as a member type and nature of the Board without additional compensationCompany. Notwithstanding the foregoing, in the event Executive acknowledges that during the Employment Term, he may spend a significant amount of his time traveling for purposes of Company business. Executive acknowledges that as an exempt member of management he will neither be paid for any overtime or excess time for hours exceeding the Company materially expands its regular working hours per week nor for additional time for weekend work. The base salary of Executive as set forth in this Agreement covers the remuneration of any extra hours or weekend work. (b) Executive shall devote an appropriate amount of time and energy to the business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all and affairs of the material business operations of the Company as in effect as of the Commencement Date; PBF Companies and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will shall not engage be engaged in any other businessbusiness activity, profession whether or occupation not such business activity is pursued for compensation gain, profit or otherwise other pecuniary advantage, unless the Company consents to Executive’s involvement in such business activity in writing. In addition, this restriction shall not be construed as preventing Executive from investing his assets in a form or manner that will not require Executive’s services in the operation of any of the companies in which would conflict such investments are made. Executive may also serve on boards of directors and other positions with non-profit and for-profit organizations as to which the Board may from time to time consent, which consent shall not be unreasonably withheld, delayed or conditioned, so long as such service does not materially interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media and, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties obligations hereunder or conflict with Section 9violate Sections 9 and 10 hereof.

Position. a. During the Employment Term, Executive shall serve as the Company’s Chairman of the Board and the Chief Executive Officer of each of the Company, Toys “R” Us – Delaware, Inc. and any other indirect Subsidiaries that the board of directors of the Company (the “CEOBoard”) designates (such entities collectively referred to as the “TRU Group”). In such positionpositions, Executive shall have such duties and authority as are customarily performed and held by chief executive officers of like-sized companies, together with such duties and authorities as shall be determined from time to time by the Board and the board of Directors directors of each Subsidiary, as applicable (each, a “Subsidiary Board”) and commensurate with the position of the Company (the “Board”). If requested, Executive shall also serve as a member Chairman of the Board without additional compensationand the Chief Executive Officer of a company of similar size and nature to that of the TRU Group. Notwithstanding the foregoing, in the event that during During the Employment Term, the Company materially expands its business or business operations through a mergerExecutive shall report solely to the Board and each Subsidiary Board, consolidationas applicable, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to and shall serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all Chairman of the material business operations of the Company as in effect as of the Commencement Date; Board and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934each Subsidiary Board, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Companyapplicable. b. During the Employment Term, Executive will devote Executive’s full business time and reasonable best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere in any material respect with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving continuing to serve on the any board of directors of Advanced Health Media andor trustees, advisory board or government commission which is listed on Exhibit A attached hereto, or, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; and provided, further that, the Company understands that Executive will be traveling to the Minneapolis, Minnesota area many weekends during the Employment Term; provided in each case, and case in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 98.

Position. a. (a) During the Employment TermExecutive's employment hereunder, Executive shall serve as the Company’s Chairman and Chief Executive Officer (“CEO”)of the Operating Company and Chairman, President and Chief Executive Officer of the Parent. In such positionpositions, Executive shall have the customary powers, responsibilities and authorities of officers in such positions of corporations of the size, type and nature of the Operating Company and the Parent, respectively, in each case as it exists from time to time. Executive shall perform such duties and authority as are customarily performed and held by chief executive officers of like-sized companies, together exercise such powers commensurate with such duties and authorities his positions as shall be determined from time to time by the Board of Directors of the Company Parent (the “"Parent Board”)") and shall report directly to the Parent Board. If requested, Neither Executive's title nor any of his functions shall be diminished during the term of his employment hereunder without his consent. Executive shall also be provided with an adequate office, staff and other working facilities consistent with his positions and adequate for the performance of his duties. Subject to the terms hereof, the Parent agrees to continue during the Employment Term to nominate Executive to serve as a member director of the Parent and to use its reasonable efforts to cause Executive to be elected to the Parent Board and be retained as a director of the Parent during the Executive's employment hereunder. Executive shall serve on the Parent Board without additional compensation. Notwithstanding Executive's principal place of employment shall be the foregoing, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations offices of the Company as in effect as which shall be located within a 30 mile radius of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the CompanyNew York City. b. (b) During the Employment Termterm of his employment hereunder, Executive will devote Executive’s full all of his business time and best efforts to the performance of Executive’s his duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Parent Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media and, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 9.

Position. a. (a) During the period commencing on the Hire Date and ending on June 30, 2015, Executive shall serve as CEO-Designate of each of the Company, Toys “R” Us – Delaware, Inc. and any other indirect subsidiaries of the Company that the board of directors of the Company (the “Board”) designates (such entities collectively referred to as the “TRU Group”), and shall provide certain transition and advisory services from his home in Michigan as may be reasonably requested by the Board. Commencing on July 1, 2015 and during the remainder of the Employment Term, Executive shall serve as the Company’s Chief Executive Officer (“CEO”). In such positionof each entity of the TRU Group, Executive and shall have such the duties and authority as are customarily performed and held by commensurate with the position of chief executive officers officer of like-sized companies, together with a company of similar size and nature to that of the TRU Group and such additional duties and authorities authority commensurate with Executive’s position as shall may be determined from time to time assigned by the Board and the board of Directors directors of each subsidiary of the Company Company, as applicable (the each, a “Subsidiary Board”). If requested, Executive shall also serve as a member of the Board without additional compensation. Notwithstanding the foregoing, in the event that during During the Employment Term, Executive shall report solely to the Company materially expands its business or business operations through a mergerBoard and each Subsidiary Board, consolidationas applicable, business combinationand commencing on July 1, or similar transaction (2015, shall serve as the Chairman of the Board and each Subsidiary Board, as applicable. Commencing on July 1, 2015, Executive shall be based at the Company’s headquarters in Wayne, New Jersey, except for business thereafter, the “Combined Enterprise”), the Company travel as may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest be reasonably required in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act performance of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the CompanyExecutive’s duties. b. (b) During the Employment Term, Executive will devote substantially all of Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with use Executive’s reasonable best efforts to promote the rendition of such services either directly or indirectly, without the prior written consent interests of the Board; provided that nothing herein Company. Notwithstanding the foregoing, Executive shall preclude Executive from serving on be permitted to (i) continue to serve as a member of the board of directors of Advanced Health Media andthe for-profit organizations set forth on Schedule A hereto, subject (ii) engage in charitable, civic or other non-business activities and to serve as a member of the board of directors of not-for-profit organizations, and (iii) with the prior approval consent of the Board, from accepting appointment to or continuing to which consent shall not be unreasonably withheld, serve on any as a member of the board of directors or trustees of any business corporation or any charitable organization; provided in each caseother for-profit companies that do not compete with the TRU Group, and in the aggregate, that so long as all such activities described in clauses (ii) and (iii) above (but not clause (i) above) do not conflict or materially interfere with the performance of Executive’s duties hereunder or conflict and responsibilities under this Agreement. For the avoidance of doubt, the parties agree that the activities described in clause (i) above do not interfere with Section 9the performance of Executive’s duties and responsibilities under this Agreement.

Position. a. During the Employment Term, Executive shall serve as the Company’s Chief Executive Officer and President and shall report directly and solely to the Board of Directors of DynaVox, Inc. (the “CEOBoard”). Upon Executive’s appointment as Chief Executive Officer of the Company, Executive will also be appointed to the Board and it is contemplated that, in connection with each annual meeting of shareholders (or action by written consent in lieu thereof) during the Employment Term, the shareholders of DynaVox Inc. (“DynaVox”) will elect Executive to the Board. As the Company’s Chief Executive Officer, Executive shall assume, subject to the powers of the Board, general and active supervision and management over the business of the Company. In such positionaddition, Executive shall have such duties and authority as are customarily performed and held by commensurate with the position of a chief executive officers officer of like-sized companies, together with such duties a company of similar size and authorities nature and as the Board shall be determined otherwise determine from time to time by time. Executive shall receive a performance review at least annually from the Board of Directors or the Compensation Committee of the Company (the “Board”). If requestedSubject to reasonable business travel, Executive Executive’s primary work location shall also serve as a member of the Board without additional compensation. Notwithstanding the foregoingcontinue to be located in Pittsburgh, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the CompanyPennsylvania. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts (subject, in each case, to periods of vacation and illness) to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or reasonably be expected to interfere in any material respect with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided provided, that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media and, subject to the prior approval of the Board, from accepting may accept appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in with the aggregateprior written consent of the Board, that which consent shall not be unreasonably withheld, so long as such activities do not conflict or interfere in any material respect with the performance of Executive’s duties hereunder or conflict with or violate Section 910 or 11.

Position. a. (a) During the Employment Term, the Executive shall serve as the Company’s Chief Executive Officer (“CEO”)and President of the Company. In such positionhis position as Chief Executive Officer and President, the Executive will be the highest ranking executive officer of the Company and shall have such duties the full powers, responsibilities and authority as are customarily performed and held by authorities customary for the chief executive officers officer of like-sized companiescorporations of the size, type and nature of the Company, together with such duties other powers, authorities and authorities responsibilities as shall may reasonably be determined from time assigned to time him by the Board of Directors of the Company (the “Board”). If requested, The Executive shall also report solely and directly to the Board. (b) The Executive will be appointed to serve as a member of the Board without additional compensationno later than April 1, 2012. Notwithstanding Thereafter, at each annual meeting of the foregoing, in the event that Company’s stockholders during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Board will nominate Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all member of the material business operations Board. The Executive’s service as a member of the Company as in effect Board will be subject to any required stockholder approval. Upon the termination of the Executive’s employment for any reason, the Executive will be deemed to have resigned from the Board (and any boards of subsidiaries) voluntarily, without any further required action by the Executive, as of the Commencement Date; end of the Executive’s employment and provided further that following the Executive, at the Board’s request, will execute any such transaction, (i) CBaySystems Holdings Limited continues documents necessary to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Companyreflect his resignation. b. (c) During the Employment Term, the Executive will shall devote the Executive’s full business time time, energy and best efforts to the performance of the Executive’s duties hereunder and will shall not engage engage, directly or indirectly, in any other business, profession profession, occupation or occupation investment, for compensation or otherwise otherwise, which would conflict or interfere with the rendition of such services either directly or indirectlyservices, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media andExecutive, subject to the prior approval of the BoardBoard (which consent shall not be unreasonably withheld), from (i) accepting appointment to or continuing to serve on any board of directors (or trustees board of trustees) of any charitable organization, (ii) serving on one board of any business corporation company or any charitable organization; provided other business organization or (iii) from managing his personal investments, in each case, and in the aggregate, that case so long as such activities do not conflict or interfere with the performance of the Executive’s duties hereunder or conflict his obligations under Section 10 or Section 11, it being understood that the provisions of this Section 2(c) shall not be construed as preventing the Board from approving the Executive’s service on more than one business company or business organization board. During the Employment Term, the Executive shall comply with Section 9the Company’s written Code of Business Conduct, as in effect from time to time and provided to the Executive. (d) The Executive’s principal place of employment during the Employment Term shall be located at the Company’s principal headquarters at Melbourne, Florida, subject to reasonable travel requirements in performance of the Executive’s duties.

Position. a. During (a) At the start of the Employment Term, Executive shall serve as the Company’s Chief Executive Officer Chairman of the Board of Directors of the Company and its direct and indirect parents (including PBF Energy Inc.), subsidiaries and affiliates (collectively, the “CEOPBF Companies”) as his primary occupation. Executive shall also serve in such positions for the PBF Companies as determined by the Board of Directors of PBF Energy Inc. (the “Board”), provided however, the only compensation paid to Executive shall be through this Agreement. In such positionpositions, Executive shall have such duties and authority as that are customarily performed and held by chief executive officers customary for those positions of like-sized companies, together with such duties and authorities as shall be determined from time to time by the Board of Directors companies of the Company (the “Board”). If requestedsize, Executive shall also serve as a member type and nature of the Board without additional compensationCompany. Notwithstanding the foregoing, in the event Executive acknowledges that during the Employment Term, he may spend a significant amount of his time traveling for purposes of Company business. Executive acknowledges that as an exempt member of management he will neither be paid for any overtime or excess time for hours exceeding the Company materially expands its regular working hours per week nor for additional time for weekend work. The base salary of Executive as set forth in this Agreement covers the remuneration of any extra hours or weekend work. (b) Executive shall devote an appropriate amount of time and energy to the business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all and affairs of the material business operations of the Company as in effect as of the Commencement Date; PBF Companies and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will shall not engage be engaged in any other businessbusiness activity, profession whether or occupation not such business activity is pursued for compensation gain, profit or otherwise other pecuniary advantage, unless the Company consents to Executive’s involvement in such business activity in writing. In addition, this restriction shall not be construed as preventing Executive from investing his assets in a form or manner that will not require Executive’s services in the operation of any of the companies in which would conflict such investments are made. Executive may also serve on boards of directors and other positions with non-profit and for-profit organizations as to which the Board may from time to time consent, which consent shall not be unreasonably withheld, delayed or conditioned, so long as such service does not materially interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media and, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties obligations hereunder or conflict with Section 9violate Sections 9 and 10 hereof.

Position. a. During the Employment Term, Executive shall serve as the Company’s Chief Executive Officer (“CEO”)Officer. In such position, Executive shall have such duties and authority continue to serve as are customarily performed and held by chief executive officers the Company’s Executive Chairman; provided, that Executive shall resign her position as the Company’s Executive Chairman at the request of like-sized companies, together with such duties and authorities as shall be determined from time to time by the Board of Directors of the Company (the “Board”). If requestedAs Chief Executive Officer and subject to the terms of this Agreement, Executive shall have such duties and authority consistent with such position and as shall be determined from time to time by the Board. During the Employment Term, Executive shall also serve as a member on the Board, any committees of the Board without additional compensation. Notwithstanding the foregoing, in the event that during the Employment TermBoard, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive board of a division directors of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations subsidiaries of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Companycommittees thereof without additional compensation therefor. b. During the Employment Term, Executive shall serve the Company faithfully and conscientiously, shall promote the interests and reputation of the Company and shall comply with the policies of the Company. Executive will be required to devote substantially all of Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media and, subject to the prior approval of the BoardExecutive, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organizationorganization or continuing to serve in Executive’s current board positions; provided in each case, and in the aggregate, that (i) such activities do not conflict or interfere with Section 9, and (ii) any future board positions of Executive will require approval of the performance Board; provided, however, that the Executive shall be entitled to replace one board position with another with disclosure to, but not approval by, the Board. Executive has delivered to the Company a letter dated as of the effective date of this Agreement setting forth the boards of directors on which Executive currently serves. The Company acknowledges and agrees that Executive’s continued service on such boards shall not be deemed to violate the provisions of this Agreement, including without limitation the provisions of Section 9 hereof. c. Executive shall perform her duties hereunder or conflict from Dallas, Texas at an office agreed to by the Company and Executive. Executive may engage, as employees of the Company, such office staff as she may reasonably determine necessary for her to discharge her responsibilities under this Agreement. Executive shall travel from time to time to the Company’s headquarters and other locations as required to fulfill her duties hereunder. Executive shall be entitled to fly first class, and shall be provided by the Company with Section 9business travel accidental life insurance, with coverage at least equal to 12 months of Base Salary (as defined below). d. Executive, in her capacity as a director and officer of the Company, shall continue to have the benefit of the Indemnification Agreement entered into by the parties on January 21, 2009 (the “Indemnification Agreement”).

Position. a. During the Employment Term, Executive shall serve as: of Lilien, a wholly-owned subsidiary of Sysorex Global Holdings Corp. (the “Company”) and as a member of the Company’s Chief Executive Officer Initial Board (“CEO”as defined in Section 7(b)(iii)). In such positiongeneral, Executive shall have and perform such duties as those for which Executive was responsible prior to the acquisition of Lilien by the Company on the date hereof. Executive shall have the authority . However, HR, accounting and authority as are customarily performed finance will be the responsibility of the Company’s CFO. Executive will have and held by chief executive officers of like-sized companies, together with such perform other duties and authorities as shall be determined from time to time by the Company’s Board of Directors of the Company (the “Board”). If requested, Executive shall also serve as a member of the Board without additional compensation. Notwithstanding the foregoing, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Companyconsistent with Executive’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Companyposition. b. During the Employment Term, Executive will devote Executive’s his full business time and best efforts (excluding periods of vacation and sick days) to the performance of Executive’s duties hereunder hereunder, and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board, which consent shall not unreasonably be withheld. Executive may: (i) engage in personal investment activities (including for Executive’s immediate family); (ii) serve on the boards of nonprofit organizations and business entities; and/or (iii) be involved in other organizations, in each case provided that nothing herein shall preclude Executive from serving on the board any of directors of Advanced Health Media and, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or materially interfere with Executive’s performance of his duties for Lilien or create a conflict of interest with that of Lilien. Specifically, Executive and his immediate family shall be prohibited from having an ownership interest in or be employed by any other company besides Lilien or the Company or which has a joint venture or equivalent relationship with any company which competes directly with Lilien. c. For the purposes of this Agreement, control or participation in any competing business shall be deemed to include (but shall not be limited to) ownership in excess of three percent (3%) of the aggregate capital stock of such competing business. d. Subject to such travel as the performance of Executive’s duties hereunder or conflict with Section 9may reasonably be requested by the Company’s Board, Executive shall perform the duties required of him by this Agreement in his office located in Larkspur, California.

Position. a. During the Employment Term, Executive shall serve as the Company’s 's chief executive officer and Chief Executive Internet Officer (“CEO”)of Parent. In such position, Executive shall have such duties and authority as are customarily performed and held by customary to the internet industry (with the understanding that the Company is no longer a stand-alone public company) reporting to the chief executive officers officer of like-sized companiesParent (the "CEO"), together with such duties and authorities as shall authority to include, but not be determined from time limited to, (i) supervision and oversight of all internet content, initiatives and acquisitions by Parent and its subsidiaries worldwide including the activities of Company to time by integrate Parent's traditional media operating units with the Board of Directors internet operations of the Company and (ii) responsibility for all plans and strategy consistent with budgets and policies prepared and/or recommended by Executive and approved by the “Board”)CEO. If requestedExecutive acknowledges that integration of the traditional media with the internet operations referred to in (i) above will develop and increase over time and that such development shall not, in and of itself, constitute a diminution of the duties or authority of the Executive. Executive further acknowledges that it is not inconsistent with the duties and authority of the Executive described above to have joint reporting by the Parent's operating units to the Executive and other operating executives of Parent, provided that the Company shall report solely to Executive. Executive shall also serve as a member of the Board of Directors of the Parent, the Company or any of their subsidiaries without additional compensation. Notwithstanding the foregoing, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s 's full business time and best commercial efforts to the performance of Executive’s 's duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the BoardCEO; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media andExecutive, subject to the prior approval of the BoardCEO, from accepting appointment to or continuing continue to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s 's duties hereunder or conflict with Section 9.

Position. a. During (a) Upon commencement of the Employment Termterm of this letter agreement, Executive shall you will serve as the executive Chairman of the Company and of its subsidiary Single Touch Interactive, Inc. (b) Your compensation hereunder shall be deemed inclusive of any and all compensation to which you would be entitled as a director of the Company’s Chief Executive Officer . (“CEO”). In such position, Executive shall have such c) You agree to the best of your ability and experience that you will at all times loyally and conscientiously perform all of the duties and authority obligations required of you pursuant to the terms hereof. During the term of your employment, you further agree that you will devote all of your business time and attention to the business of the Company, the Company will be entitled to all of the benefits and profits arising from or incident to all such work services and advice, you will not render commercial or professional services of any nature to any person or organization, whether or not for compensation, without the prior written consent of the Company, except as are customarily performed set forth below, and held by chief executive officers you will not directly or indirectly engage or participate in any business that is competitive in any manner with the business of like-sized companiesthe Company. Nothing in this Section 1 will prevent you from accepting (i) service as a director for one for profit entity (so long as such entity is not competitive in any manner with the business of the Company), together with and for such duties and authorities other specified for profit entity or entities as shall be determined from time to time by the Board of Directors of the Company (the “Board”). If requested) may from time to time approve in its discretion, Executive shall also serve with such compensation as a member such entity(s) deems appropriate, (ii) speaking or presentation engagements in exchange for honoraria, (iii) service on boards of charitable organizations, or (iv) ownership of no more than 1% of the Board without additional compensationoutstanding equity securities of a publicly traded company. (d) In general, you will have the responsibilities and duties associated with and over the areas which are typically associated with the offices of executive Chairman of a corporation, provided that in addition you shall head innovation and intellectual property initiatives. Notwithstanding the foregoingWithout limitation, among your duties and responsibilities will be to assist in the event identification and recruitment of directors such that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve Board of Directors as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive whole will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder be NASDAQ listing-standards compliant and will not engage be in any other business, profession or occupation for compensation or otherwise which would conflict or interfere a position to constitute all NASDAQ-required committees in compliance with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media and, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 9NASDAQ listing standards.

Position. a. During (a) The Company agrees to employ Executive in the Employment Term, position of Executive Vice President and Chief Financial Officer. Executive shall serve as and perform the duties which may from time to time be assigned to him by the Company’s Chief Executive Officer (“CEO”). In such position, Executive shall have such duties ) and authority as are customarily performed and held by chief executive officers of like-sized companies, together with such duties and authorities as shall be determined from time to time by the Board of Directors of the Company (the “Board”). If requested, . (b) Executive shall also serve as a member of the Board without additional compensation. Notwithstanding the foregoing, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive agrees to serve as the Executive Vice President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided and Chief Financial Officer and agrees that such Division includes he will devote his best efforts and substantially all of his business time and attention to all facets of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will not engage in any other businessfaithfully and diligently carry out the duties of these positions; provided, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition however that Executive may devote reasonable time to activities involving professional, charitable, and similar types of such services either directly or indirectlyorganizations, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving speaking engagements and memberships on the board boards of directors of Advanced Health Media andother organizations, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that so long a such activities do not conflict or interfere with the performance of Executive’s duties hereunder hereunder, and do not represent a conflict of interest. Executive agrees to comply with all Company policies in effect from time to time, and to comply with all laws, rules and regulations applicable to the Company, including, but not limited to, those established by the Department of Insurance, the Securities and Exchange Commission, or conflict with Section 9any self-regulatory organization having jurisdiction or authority over the Executive or the Company. (c) Executive agrees to travel as reasonably necessary to perform his duties under this Agreement. (d) The Company, in its sole discretion, may require that Executive be designated an employee of one or more of the Company’s subsidiaries or affiliates for such purposes as payroll and benefits administration. The employment of Executive by any such subsidiary or affiliate to facilitate the Company’s internal administrative purposes shall be considered employment by the Company within the meaning of this Agreement and shall not otherwise affect any of the rights or responsibilities of the Company or Executive hereunder, including, but not limited to, Executive’s level of compensation. (e) The position of Executive Vice President and Chief Financial Officer shall be located at the Company’s corporate office in ▇▇▇▇ Ridge, Illinois.

Position. a. (a) During the Employment Termterm of this Agreement, Executive the Company shall serve employ the Employee as the Company’s Chief Executive Officer (“CEO”)its President. In such positioncapacity, Executive the Employee shall have be assigned such duties and authority tasks as are customarily performed appropriate for a person in the position of President, and held by chief executive officers of like-sized companies, together with such duties and authorities as he shall be determined from time subject to time by the supervision of the Board of Directors of the Company (the “Board”)Company. If requested, Executive shall also serve as a member The duties of the Board without additional compensation. Notwithstanding the foregoingEmployee shall include research, analysis, and assistance in the event that during acquisition of investment management firms which will be located in the Employment TermBoston or north shore area. In addition, Employee will have ongoing responsibilities for directing and managing the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (growth of the Company’s business thereafter. These duties include the pursuit of acquisitions to improve both profitability and growth, the “Combined Enterprise”as well as sales and marketing activities. Secondary responsibilities will be to look for areas of synergy and improved profitability for The First National Bank of Ipswich ("Bank"), its existing trust department and its affiliates. This may entail discussions with other local trust operations, as well as other acquisitions. (b) The Company shall employ the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of Employee on a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transactionfull-time basis, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant subject to the Securities Exchange Act last sentence of 1934this paragraph and Employee's participation in industry associations, as amended, and other corporate or any successor thereto, in respect charitable boards and continuing education activities which do not materially affect the performance of its beneficial ownership interest in Employee's duties hereunder) the Company. b. During the Employment Term, Executive will Employee shall devote Executive’s his full business time and best professional efforts to the performance of Executive’s duties hereunder his duties. The Company encourages participation by the Employee on community boards and will not engage committees and in any other businessactivities generally considered to be in the public interest, profession or occupation for compensation or otherwise which would but the Company shall have the right to approve the Employee's participation on such boards and committees as may conflict or interfere with the rendition of such services either directly Company's own business or indirectly, without demands upon the prior written consent of the Board; provided that nothing herein Employee's time (which approval shall preclude Executive from serving on the board of directors of Advanced Health Media and, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 9be unreasonably withheld).

Position. a. During Executive’s employment with the Employment TermCompany started on March 1, 1999 and all his rights with respect to seniority shall be based on such date. Executive shall serve as continue to be employed by the Company’s Company to render services to the Company in the position of Chief Executive Officer (“CEO”). In such positionof the Company and in respect of his duties as such, Executive shall have such duties and authority as are customarily performed and held by chief executive officers of like-sized companies, together with such duties and authorities as shall be determined from time report to time by the Board of Directors of the Company (the “Board”), and will also hold the position of executive director (uitvoerende bestuurder) and Chief Executive Officer of Mobileye N.V., the Company’s parent company (the “Parent”), reporting in such capacity to the entire Board of Directors of the Parent (the “Parent’s Reportee”), including the non-executive directors (niet-uitvoerende bestuurders) of the Parent’s Reportee in their supervisory capacity. If requestedExecutive shall perform such duties as are customary in the foregoing positions, or as directed by the Board and the Parent’s Reportee, respectively, without any additional compensation for the performance of his duties as director and Chief Executive Officer of the Parent. Executive shall abide by the Company’s and the Parent’s rules and practices, as adopted or modified from time to time in the Board’s and the Parent’s Reportee’s sole discretion. It is agreed that Executive’s position is a management one and/or one that requires a special degree of personal trust, as defined in the Working Hours and Rest Law, 1951. Therefore, Executive shall also serve not be granted any other compensation or payment other than as a member expressly specified under this Agreement. Executive undertakes not to claim that the Working Hours and Rest Law applies to his employment with the Company. Executive acknowledges the legitimacy of the Board without additional compensation. Notwithstanding the foregoing, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, requirement to work “overtime” or during “weekly rest-hours” without being entitled to “overtime compensation” or “weekly rest-hour compensation” (as these terms are defined in the “Combined Enterprise”Working Hours and Rest Law), the Company may reassign and Executive undertakes to serve as the President or in another capacity as the most senior executive of a division of comply with such Combined Enterprise (the “Division”); provided that such Division includes substantially all requirements of the material business operations of Company, to the Company as in effect as of extent reasonably possible. Executive acknowledges that the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues compensation to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D which Executive is entitled pursuant to the Securities Exchange Act of 1934this Agreement constitutes adequate compensation for his work during “overtime” or “weekly rest-hours”. This Agreement is considered as a personal employment agreement. Nothing herein shall derogate from any right Executive may have, as amendedif at all, in accordance with any law, expansion order, collective bargaining agreement, employment agreement or any successor thereto, in other agreement with respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance terms of Executive’s duties hereunder and employment, if relevant. Any previously signed employment agreement will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media and, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 9be terminated upon signing this Agreement.

Position. a. During the Employment Term, Executive shall serve as the President of the Company’s Active Healing Solutions business unit, which focuses on the development and commercialization of advanced wound care therapies based on the Company’s “Negative Pressure Technology Platform” (the “AHS Division”), reporting directly to the Company’s Chief Executive Officer (“CEO”)Officer. In such position, Executive shall have such duties and authority as are customarily performed and held by chief executive officers of like-sized companies, together with such duties and authorities as shall be reasonably determined from time to time by the Board of Directors of the Company Chiron Holdings GP, Inc. (the “Board”)) and the Chief Executive Officer of the Company. If requested, Executive shall also serve as a member of be entitled to an annual performance review by the Board without additional compensation. Notwithstanding the foregoing, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior commencing concurrently with annual reviews of executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations officers of the Company as in effect as of following the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company2012 fiscal year). b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services services, either directly or indirectly, without the prior written consent of the Board; . Executive shall be permitted service on one or more company boards subject to Board reasonable approval, provided that nothing herein shall preclude such service does not violate the provisions of the Restrictive Covenants Agreement (referenced in Section 7) or materially interfere with Executive’s fulfillment of his job duties. The parties acknowledge that Executive from serving currently serves on the Board of Directors of Systagenix Ltd and agree to discuss further whether Executive’s continued participation on such board of directors is appropriate following the Commencement Date, and Executive agrees to resign therefrom in the event the Company determines that such continued service would not be in the best interests of Advanced Health Media andthe Company. c. Executive’s principal place of employment shall be at the Company’s headquarters in San Antonio, Texas from where, unless otherwise agreed, Executive will perform his duties, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any customary business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere travel consistent with the performance of Executive’s duties hereunder or conflict and responsibilities. The Company recognizes that Executive, at his option, until the fourth anniversary of the Commencement Date, may continue to maintain his principal residence in the Boston area and may, consistent with Section 9the fulfillment of his duties for the Company, travel to and work from his Boston home on an occasional basis.

Position. a. During (a) At the start of the Employment Term, Executive shall serve as the Company’s Senior Vice President, Chief Commercial Officer of the Company and its direct and indirect parents (including PBF Energy Inc.), subsidiaries and affiliates (collectively, the “PBF Companies”) as his primary occupation. Executive Officer shall also serve in such positions for the PBF Companies as determined by the Board of Directors of PBF Energy Inc. (the “CEOBoard”), provided however, the only compensation paid to Executive shall be through this Agreement. In such positionpositions, Executive shall have such duties and authority as that are customarily performed and held by chief executive officers customary for those positions of like-sized companies, together with such duties and authorities as shall be determined from time to time by the Board of Directors companies of the Company (the “Board”). If requestedsize, Executive shall also serve as a member type and nature of the Board without additional compensationCompany. Notwithstanding the foregoing, in the event Executive acknowledges that during the Employment Term, he may spend a significant amount of his time traveling for purposes of Company business. Executive acknowledges that as an exempt member of management he will neither be paid for any overtime or excess time for hours exceeding the Company materially expands its regular working hours per week nor for additional time for weekend work. The base salary of Executive as set forth in this Agreement covers the remuneration of any extra hours or weekend work. (b) Executive shall devote an appropriate amount of time and energy to the business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all and affairs of the material business operations of the Company as in effect as of the Commencement Date; PBF Companies and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will shall not engage be engaged in any other businessbusiness activity, profession whether or occupation not such business activity is pursued for compensation gain, profit or otherwise other pecuniary advantage, unless the Company consents to Executive’s involvement in such business activity in writing. In addition, this restriction shall not be construed as preventing Executive from investing his assets in a form or manner that will not require Executive’s services in the operation of any of the companies in which would conflict such investments are made. Executive may also serve on boards of directors and other positions with non-profit and for-profit organizations as to which the Board may from time to time consent, which consent shall not be unreasonably withheld, delayed or conditioned, so long as such service does not materially interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media and, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties obligations hereunder or conflict with Section 9violate Sections 9 and 10 hereof.

Position. a. During the Employment Term, (a) Executive shall serve as the Company’s Chief Executive Officer (“CEO”)and President of the Company and have the general powers and duties of supervision and management usually vested in the office of Chief Executive Officer of the Company. In such position, Executive shall have such duties and authority as are customarily performed and held by chief executive officers of like-sized companies, together with such duties and authorities as shall be determined from time to time by the Board of Directors of the Company (the “"Board”)") in its sole discretion. If requested, The Executive shall also serve as a member will be appointed to the Board at the time he assumes his duties; and the Company will use its best efforts to cause Executive to be elected to the Board at the next annual meeting of the shareholders of the Company. Executive agrees to serve on the Board and its committees without additional compensation. Notwithstanding In the foregoingperformance of his duties, in Executive shall comply with the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations policies and procedures of the Company as (presently in effect or as may be reasonably modified or established hereafter) and be subject to the direction of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the CompanyBoard. b. (b) During the Employment Termterm of his employment hereunder, Executive will devote Executive’s full all of his business time and best efforts to the performance of Executive’s his duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services services, either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving on the board . Notwithstanding any provision of directors of Advanced Health Media and, subject this Agreement to the prior approval contrary, any breach of the Boardprovisions of this Section l(b) shall permit the Company to terminate the employment of Executive for Cause. (c) To the best of Executive's knowledge, Executive represents and warrants that he is not a party to any agreement, contract, or understanding, whether of employment or otherwise, which would in any way restrict or prohibit him from accepting appointment undertaking or performing his employment and other obligations in accordance with the terms and conditions of this Agreement. Executive further agrees to or continuing to serve on any board of directors or trustees indemnify and hold harmless the Company and its past and present officers, directors, employees, agents, owners, stockholders, representatives, and attorneys from and against and in respect of any business corporation and all claims alleging that (a) Executive is so restricted or any charitable organization; provided prohibited or (b) the Company has committed a wrongful act in each casenegotiating with, and in employing the aggregateservices of, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 9.

Position. a. During the Employment Term, Executive shall serve as the Company’s Chief Executive Officer (“CEO”)of the Company. In such position, Executive shall have such duties, authority and responsibilities, commensurate with Executive’s position in a company the size and nature of the Company, and such related duties and authority responsibilities, as are customarily performed and held by chief executive officers of like-sized companies, together with such duties and authorities as shall be determined from time to time may be assigned to Executive by the Board of Directors of the Company (the “Board”). If requested, Executive shall also report directly to the Board. In addition, during the Employment Term, the Company shall cause the nominating and corporate governance committee of the Board (the “Nominating Committee”) to nominate Executive to serve as a member of the Board each year Executive is slated for reelection to the Board. If the Company’s shareholders vote in favor of the Nominating Committee’s nomination of Executive to serve as a member of the Board, Executive agrees to serve in such capacity and also agrees that any such board service shall be without additional compensation. Notwithstanding the foregoing, in the event that during During the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (Executive’s principal place of employment shall be at the Company’s business thereafterheadquarters, the “Combined Enterprise”)currently located in Somerset, the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the CompanyNew Jersey. b. During the Employment Term, except during vacations and authorized leave, Executive will devote Executive’s full business time and reasonable best efforts to the performance of Executive’s his duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the BoardBoard (which consent shall not be unreasonably withheld); provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media and(x) managing his personal and family investments and affairs, (y) engaging in charitable activities and community affairs, and (z) subject to the prior approval of the BoardBoard (which approval shall not be unreasonably withheld), from accepting appointment to or continuing to serve on any board boards of directors or trustees of any business business, corporation or any charitable organization; provided that, in each case, and in the aggregate, that such activities described in this Section 2(b) do not conflict or interfere in more than a de minimus way with the performance of Executive’s duties hereunder or conflict with Section violate Sections 8 and 9.

Position. a. During (a) At the start of the Employment Term, Executive shall serve as the CompanySenior Vice President, Chief Financial Officer of the Company and its direct and indirect parents (including PBF Energy Inc.), subsidiaries and affiliates (collectively, the “PBF Companies”) as his primary occupation. This agreement shall supersede and replace any other letters, agreements or terms concerning Executive’s Chief employment previously agreed to between the PBF Companies and Executive. Executive Officer will be expected to travel up to 75% of the time in connection with performing his duties and Executive shall also serve in such positions for the PBF Companies as determined by the Board of Directors of PBF Energy Inc. (the “CEOBoard”), provided however, the only compensation paid to Executive shall be through this Agreement. In such positionpositions, Executive shall have such duties and authority as that are customarily performed and held by chief executive officers customary for those positions of like-sized companies, together with such duties and authorities as shall be determined from time to time by the Board of Directors companies of the Company (the “Board”). If requestedsize, Executive shall also serve as a member type and nature of the Board without additional compensationCompany. Notwithstanding the foregoing, in the event Executive acknowledges that during the Employment Term, he may spend a significant amount of his time traveling for purposes of Company business. Executive acknowledges that as an exempt member of management he will neither be paid for any overtime or excess time for hours exceeding the Company materially expands its regular working hours per week nor for additional time for weekend work. The base salary of Executive as set forth in this Agreement covers the remuneration of any extra hours or weekend work. (b) Executive shall devote an appropriate amount of time and energy to the business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all and affairs of the material business operations of the Company as in effect as of the Commencement Date; PBF Companies and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will shall not engage be engaged in any other businessbusiness activity, profession whether or occupation not such business activity is pursued for compensation gain, profit or otherwise other pecuniary advantage, unless the Company consents to Executive’s involvement in such business activity in writing. In addition, this restriction shall not be construed as preventing Executive from investing his assets in a form or manner that will not require Executive’s services in the operation of any of the companies in which would conflict such investments are made. Executive may also serve on boards of directors and other positions with non-profit and for-profit organizations as to which the Board may from time to time consent, which consent shall not be unreasonably withheld, delayed or conditioned, so long as such service does not materially interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media and, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties obligations hereunder or conflict with Section 9violate Sections 9 and 10 hereof.

Position. a. During the Employment Term, Executive shall serve Upon your written resignation as the Company’s Chief CEO, you will become Executive Officer (“CEO”). In such position, Executive shall have such duties and authority as are customarily performed and held by chief executive officers Chairman of like-sized companies, together with such duties and authorities as shall be determined from time to time by the Board of Directors of the Company (as of the “Board”)Effective Date first written above, working out of the Company’s offices in South San Francisco, California. If requested, Executive shall also serve You will as your title suggests remain a member of the Board without additional compensation. Notwithstanding the foregoing, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division Directors of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. You agree to the best of your ability and experience that you will at all times loyally and conscientiously perform all of the duties and obligations required of and from you pursuant to the express and implicit terms hereof. During the Employment Termterm of your employment, Executive you further agree that you will devote Executive’s full 60% of your business time and best efforts attention to the performance business of Executive’s duties hereunder the Company, the Company will be entitled to all of the benefits and profits arising from or incident to all such work services and advice, you will not engage in render commercial or professional services of any other businessnature to any person or organization, profession whether or occupation not for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided Company’s Board of Directors, and you will not directly or indirectly engage or participate in any business that nothing herein shall preclude Executive is competitive in any manner with the business of the Company. Nothing in this letter agreement will prevent you from accepting speaking or presentation engagements in exchange for honoraria or from serving on board of charitable organizations or otherwise participating in civic, charitable or fraternal organizations, or from owning no more than one percent (1%) of the outstanding equity securities of a corporation whose stock is listed on a national stock exchange. It is contemplated that you may serve as an advisor to certain life science venture organizations and/or on the board of directors of Advanced Health Media andother, subject non-competitive companies, and the Sunesis Board of Directors will not unreasonably withhold its consent from such activities. During the first year following the Effective Date, such participation shall not exceed the greater of fifty (50) days per year (approximately one day per week) or such number of days as is required for you to serve on the prior board of directors of four (4) such companies. After the first year following the Effective Date, your participation on other boards shall be limited only by approval of the Board, from accepting appointment to or continuing to serve on any board Sunesis Board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 9Directors.

Position. a. During the Employment Term, (i) Executive shall serve as in the Company’s position of Chief Executive Officer (“CEO”)in a full-time capacity. In such position, Executive shall have such duties and authority as are is customarily performed and held by chief executive officers of like-sized companies, together associated with such position and shall have such other titles, duties and authorities responsibilities, consistent with Executive’s position, as shall may be determined assigned from time to time by the Board of Directors Board, and upon request of the Company (the “Board”). If requested, Executive shall also serve as an officer or director of any Company affiliates. Executive will be based at the Company’s headquarters in Denver, Colorado, subject to reasonable required travel on the Company’s business. (ii) ▇▇▇▇▇▇▇ shall take such action as may be necessary to cause Executive to become a member of the Board as of the Effective Date, or if later, as of the date on which the Company receives its discharge in bankruptcy and appoints a new Board or Directors. Thereafter, during the Employment Term, the Board shall nominate Executive for re-election as a member of the Board without additional compensation. Notwithstanding at the foregoingexpiration of the then current term, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant foregoing shall not be required to the Securities Exchange Act of 1934, as amended, extent prohibited by legal or any successor thereto, in respect of its beneficial ownership interest in the Companyregulatory requirements. b. During the Employment Term, (iii) Executive will shall devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media andExecutive, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization, serving on civic and charitable institutions and managing Executive’s personal financial affairs; further provided in each case, and in the aggregate, that such activities do not conflict or unreasonably interfere with the performance of Executive’s duties hereunder or conflict with Section 9.7. Notwithstanding anything to the contrary herein, during the Employment Term, Executive may continue to serve as a member of the Board of Directors of Denbury Resources Inc.

Position. a. During the Employment Term, (a) Executive shall serve as the Company’s Chief Executive Officer (“CEO”)President, AIG 21st Direct Auto. In such position, Executive’s duties shall consist of (i) overseeing the integration of the Company and AIG Direct into AIG 21st Direct Auto (both as defined below); (ii) helping to design and implementing strategies designed to achieve AIG 21st Direct Auto’s short-term and long-term goals consistent with current Company goals; (iii) managing AIG 21st Direct Auto’s staff, including marketing, product management, actuarial, government affairs, sales and service, claims, IT, internal control, legal, accounting, and ancillary personnel, the hiring and firing of company personnel, all subject to reporting lines imposed generally on subsidiaries of Parent (decisions involving senior positions would include discussions with the Executive shall have Vice President – Domestic Personal Lines of Parent ); (iv) preparing AIG 21st Direct Auto’s annual budgets for approval by Parent’s management (and managing to that budget and modifying the business plan as necessary); (v) maintaining controls to assure the accuracy of AIG 21st Direct Auto’s reported financial results and adherence to Parent’s protocols; and (vi) such other duties as the Board and authority as are customarily performed and held by chief executive officers of like-sized companies, together with such duties and authorities as shall be determined Executive may agree upon from time to time by the Board of Directors of the Company (the “Board”)time. If requested, Executive shall also serve as a member of the Board without additional compensation. Notwithstanding the foregoing, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant report to the Securities Exchange Act Executive Vice President – Domestic Personal Lines of 1934, as amendedParent, or any successor thereto, in respect of its beneficial ownership interest in the Companyto such position. b. (b) During the Employment Term, Executive will devote Executive’s his full business time and best efforts to the performance of Executive’s his duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services services, either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media and, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable or not-for-profit organization; provided , without the prior written consent of the Board of Directors of the Company (the “Board”). Notwithstanding the foregoing, nothing in each casethis Agreement shall preclude Executive (i) from managing his personal, financial and legal affairs, or (ii) continuing to serve as a Director of the Los Angeles Philharmonic. (c) The Company may require Executive to undertake reasonable business travel as necessary to implement the integration of the Company with Parent and manage the combined entity. The Company will fully reimburse Executive for travel expenses (air travel, ground transportation, hotel, meals, etc.) incurred in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict duties, in accordance with Section 9the Company’s policies. Executive will be entitled to first class air travel. (d) The Company will: (i) reimburse Executive in accordance with the policies of the Company for any reasonable relocation expenses of Executive, if the Company requires him to relocate from his Southern California residence pursuant to his duties, and (ii) pay and/or reimburse Executive for any reasonable security expenses, consistent with past practices of the Company.

Position. a. During (a) At the start of the Employment Term, Executive shall serve as the CompanySenior Vice President, Chief Financial Officer of the Company and its direct and indirect parents (including PBF Energy Inc.), subsidiaries and affiliates (collectively, the “PBF Companies”) as her primary occupation. This agreement shall supersede and replace any other letters, agreements or terms concerning Executive’s Chief employment previously agreed to between the PBF Companies and Executive. Executive Officer shall also serve in such positions for the PBF Companies as determined by the Board of Directors of PBF Energy Inc. (the “CEOBoard”), provided however, the only compensation paid to Executive shall be through this Agreement. In such positionpositions, Executive shall have such duties and authority as that are customarily performed and held by chief executive officers customary for those positions of like-sized companies, together with such duties and authorities as shall be determined from time to time by the Board of Directors companies of the Company (the “Board”). If requestedsize, Executive shall also serve as a member type and nature of the Board without additional compensationCompany. Notwithstanding the foregoing, in the event Executive acknowledges that during the Employment Term, she may spend a significant amount of her time traveling for purposes of Company business. Executive acknowledges that as an exempt member of management she will neither be paid for any overtime or excess time for hours exceeding the Company materially expands its regular working hours per week nor for additional time for weekend work. The base salary of Executive as set forth in this Agreement covers the remuneration of any extra hours or weekend work. (b) Executive shall devote an appropriate amount of time and energy to the business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all and affairs of the material business operations of the Company as in effect as of the Commencement Date; PBF Companies and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will shall not engage be engaged in any other businessbusiness activity, profession whether or occupation not such business activity is pursued for compensation gain, profit or otherwise other pecuniary advantage, unless the Company consents to Executive’s involvement in such business activity in writing. In addition, this restriction shall not be construed as preventing Executive from investing her assets in a form or manner that will not require Executive’s services in the operation of any of the companies in which would conflict such investments are made. Executive may also serve on boards of directors and other positions with non-profit and for-profit organizations as to which the Board may from time to time consent, which consent shall not be unreasonably withheld, delayed or conditioned, so long as such service does not materially interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media and, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties obligations hereunder or conflict with Section 9violate Sections 9 and 10 hereof.

Position. a. During the Employment Term, (a) Executive shall serve as the Company’s Executive Vice President and Chief Financial Officer of the Company (the "EXECUTIVE VICE PRESIDENT"), reporting directly to the Chief Operating Officer of the Company and the Chief Executive Officer (“CEO”)of the Company. In such position, Executive shall have such duties and authority as are customarily performed and held by chief executive officers of like-sized companies, together with such duties and authorities as shall be determined from time to time If requested by the Board of Directors of the Company (the “Board”"BOARD"). If requested, the Chief Executive Officer or the Chief Operating Officer, Executive shall also serve as a member of on the Board without additional compensation. Notwithstanding the foregoingand committees thereof, in the event that during the Employment Termas an executive, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive officer and director of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations subsidiaries of the Company and/or as in effect as a director of associated companies of the Commencement Date; Company without additional compensation and provided further that following subject to any policy of the Compensation Committee of the Company's Board (the "COMPENSATION COMMITTEE") with regard to retention or turnover of the director's fees. (b) Executive shall have such transactionduties and authority, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934consistent with his position, as amended, or any successor thereto, in respect of its beneficial ownership interest in shall be assigned to him from time to time by the CompanyChief Executive Officer. b. (c) During the Employment Term, Executive will shall devote Executive’s full substantially all of his business time and best efforts to the performance of Executive’s his duties hereunder and will hereunder. Nothing contained herein shall be construed to prohibit Executive from (i) owning less than ten percent (10%) of the outstanding securities of any publicly traded entity, (ii) pursuing any business opportunity that is not engage in Competition, as such term is defined in Section 10(b) below, with the Company or its subsidiaries or any portfolio company in which the Company or its subsidiaries hold securities (other business, profession than entities in which the Company or occupation for compensation or otherwise which would conflict or its subsidiaries make a nominal investment) (provided the time devoted by Executive to such personal investment does not materially interfere with the rendition of such services either Executive's duties hereunder), (iii) continuing service as a managing director, manager, partner, or member, directly or indirectly, without of any investment management business in which Executive serves in such capacity on the prior written consent Commencement Date, (iv) continuing service on any board of directors on which Executive serves as of the Board; provided Commencement Date or service as a director of a company that nothing herein is not in Competition with the Company or its subsidiaries or any portfolio company in which the Company or its subsidiaries hold securities (other than entities in which the Company or its subsidiaries make a nominal investment), provided, however, that Executive shall preclude Executive from serving not hold more than three (3) board seats at any time exclusive of his membership (if any) on the Board or the board of directors of Advanced Health Media and, subject to the prior approval any subsidiary or affiliate of the BoardCompany, or (v) service on the boards of directors of a reasonable number of charitable organizations so long as such service is not inconsistent with his position and duties hereunder (such activities described in clause (i), (ii), (iii), (iv) or (v) immediately preceding being herein referred to as the "ALLOWED ACTIVITIES"). Executive shall be entitled to retain any consideration that he receives from accepting appointment to or continuing to serve service permitted by clauses (iii) and (iv) of the immediately preceding sentence on any board of directors of a corporation unrelated to the Company. For purposes hereof, a "nominal investment" of the Company or trustees its subsidiaries will be determined in relation to the size of any business corporation investments made from time to time by the Company or any charitable organization; provided its subsidiaries in each caseits portfolio companies (including, and without limitation, investments made in the aggregateexchange for cash, that such activities do not conflict securities or interfere with the performance of Executive’s duties hereunder or conflict with Section 9services rendered).

Position. a. During the Employment Term, Executive shall serve as the Company’s Chief Executive Officer (“CEO”)Chairman. In such positionposition and subject to the terms of this Agreement, Executive shall have such duties and authority as are customarily performed consistent with an executive officer of the Company and held by chief executive officers of like-sized companies, together with such duties and authorities as shall be determined from time to time by the Board of Directors of the Company (the “Board”). If requestedDuring the Employment Term, Executive shall also serve as a member on the Board, any committees of the Board without additional compensation. Notwithstanding the foregoing, in the event that during the Employment TermBoard, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive board of a division directors of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations subsidiaries of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Companycommittees thereof without additional compensation therefor. b. During the Employment Term, Executive shall serve the Company faithfully and conscientiously, shall promote the interests and reputation of the Company and shall comply with the policies of the Company. Executive will be required to devote one-half of Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with violate the rendition terms of such services either directly or indirectlySection 9 herein, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media and, subject to the prior approval of the BoardExecutive, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organizationorganization or continuing to serve in Executive’s current board positions; provided in each case, and in the aggregate, that (i) such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 9, and (ii) any future board positions of Executive will require approval of the Board; provided, however, that the Executive shall be entitled to replace one board position with another with disclosure to, but not approval by, the Board. c. Executive shall perform her duties from Dallas, Texas, at her home or at an office as may be agreed to by the Company and Executive. Executive shall travel from time to time to the Company’s headquarters and other locations as required to fulfill her duties hereunder. Executive shall be entitled to fly first class, and shall be provided by the Company with business travel accidental life insurance, with coverage at least equal to 12 months of Base Salary (as defined below). d. Executive, in her capacity as a director and officer of the Company, shall have the benefit of the Indemnification Agreement attached hereto as Exhibit A (the “Indemnification Agreement”).

Position. a. During (a) At the start of the Employment Term, Executive shall serve as the CompanySenior Vice President, General Counsel and Secretary of the Company and its direct and indirect parents (including PBF Energy Inc.), subsidiaries and affiliates (collectively, the “PBF Companies”) as his primary occupation. This agreement shall supersede and replace any other letters, agreements or terms concerning Executive’s Chief employment previously agreed to between the PBF Companies and Executive. Executive Officer shall also serve in such positions for the PBF Companies as determined by the Board of Directors of PBF Energy Inc. (the “CEOBoard”), provided however, the only compensation paid to Executive shall be through this Agreement. In such positionpositions, Executive shall have such duties and authority as that are customarily performed and held by chief executive officers customary for those positions of like-sized companies, together with such duties and authorities as shall be determined from time to time by the Board of Directors companies of the Company (the “Board”). If requestedsize, Executive shall also serve as a member type and nature of the Board without additional compensationCompany. Notwithstanding the foregoing, in the event Executive acknowledges that during the Employment Term, he may spend a significant amount of his time traveling for purposes of Company business. Executive acknowledges that as an exempt member of management he will neither be paid for any overtime or excess time for hours exceeding the Company materially expands its regular working hours per week nor for additional time for weekend work. The base salary of Executive as set forth in this Agreement covers the remuneration of any extra hours or weekend work. (b) Executive shall devote an appropriate amount of time and energy to the business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all and affairs of the material business operations of the Company as in effect as of the Commencement Date; PBF Companies and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will shall not engage be engaged in any other businessbusiness activity, profession whether or occupation not such business activity is pursued for compensation gain, profit or otherwise other pecuniary advantage, unless the Company consents to Executive’s involvement in such business activity in writing. In addition, this restriction shall not be construed as preventing Executive from investing his assets in a form or manner that will not require Executive’s services in the operation of any of the companies in which would conflict such investments are made. Executive may also serve on boards of directors and other positions with non-profit and for-profit organizations as to which the Board may from time to time consent, which consent shall not be unreasonably withheld, delayed or conditioned, so long as such service does not materially interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media and, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties obligations hereunder or conflict with Section 9violate Sections 9 and 10 hereof.

Position. a. During the Employment TermTerm and through March 31, 2015, Executive shall serve as the Company’s Chief Executive Officer (“CEO”)of the Company and shall report directly to the Board. In such position, Executive shall have such duties and authority commensurate with the position of chief executive officer of a company of similar size and nature, and Executive shall be re-nominated to the Board and, if elected, shall serve as its Chairman. During the Employment Term and beginning April 1, 2015, Executive shall serve as Executive Chairman of the Board. In such role, Executive shall (i) continue to be an employee of the Company, (ii) report directly to the Board, and (iii) have such duties and responsibilities as are customarily performed in the Executive Chairman position, subject to the reasonable guidance and held by chief executive officers of like-sized companies, together with such duties and authorities as shall be determined from time to time by the Board of Directors direction of the Company (the Board. Executive’s change to this role shall not be “Board”Good Reason” for purposes of Section 8(c)(ii)(B). If requested, Executive shall also is not re-nominated and elected to serve as a member of the Board without additional compensation. Notwithstanding the foregoingand if, in the event that during the Employment Termas a result, the Company materially expands its business she is unable to perform all or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of her duties as Executive Chairman, she will be deemed to have been terminated by the Company as in effect as of (with or without Cause, depending on the Commencement Date; and provided further that following any such transactionspecific circumstances) for the purposes hereof, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Companyincluding Section 8. b. During the Employment TermTerm and through March 31, 2015, Executive will devote Executive’s full business time and best efforts (excluding any periods of vacation or sick leave) to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media and, (i) subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization, or (ii) from making personal or family investments; provided provided, however, in each casecase under this Section 2(b)(i) or (ii) that such activities, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 910 of this Agreement. During the Employment Term and beginning April 1, 2015, the Executive Chairman role shall be Executive’s primary engagement relative to all other business and professional activities considered together.

Position. a. During the Employment Term, term of this Agreement: 2.1 The Executive shall serve be expected to work on average approximately 50% of an average work week of an executive in a similar position with a public company of similar size and nature as the Company’s Chief . The Executive Officer (“CEO”)understands and agrees that his duties may require that he work more than 50% of an average work week, but that he shall not be entitled to any over-time pay as a result of any additional hours worked. In The parties expect that the Executive will convert to a full-time basis, and shall devote his entire business time, attention and efforts to the performance of his duties and responsibilities under this Agreement and the business and affairs of the Company in the future upon the mutual agreement of the parties. During the period that the Executive is working on a part-time basis, the Executive may be employed by or provide services to other entities, provided that such positionentities are not engaged in or related to the therapeutic protein business or in any way competitive with the Company. During the period that the Executive is working on a full-time basis, the Executive may not be employed by nor provide services to any other entity, nor engage directly or indirectly in any other work or business, without the prior, express, written permission of the Company. 2.2 The Executive shall have such duties and authority be responsible for coordinating the overall execution of the Company’s business plan, as are customarily performed and held by chief executive officers of like-sized companies, together with such duties and authorities as shall be determined from time to time adopted by the Company’s Board of Directors of the Company (the “Board”). If requested, Executive shall also serve as a member in cooperation and coordination with the Chairman, the CEO and other members of management. 2.3 The duties, responsibilities, authority and position of the Executive and the organizational structures implicit in them may be changed by the Company from time to time, as the Chairman or the Board without additional compensation. Notwithstanding deems necessary, and reasonable efforts to work with and accommodate the foregoing, in the event that during the Employment TermExecutive with such changes will be made; however, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (retains the right of sole discretion to make such changes. 2.4 The Executive undertakes to notify the Company’s business thereafter, the “Combined Enterprise”)immediately and without delay, the Company may reassign Executive to serve as the President of any interest or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, matter in respect of its beneficial ownership which he ‎may have a personal interest or is likely to create a conflict of interest with his role in the Company. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to 2.5 In the performance of the Executive’s duties hereunder under this Agreement, the Executive shall adhere to such employment standards, ethical practices and will not engage in any other business, profession or occupation standards of care and competence as are customary for compensation or otherwise which would conflict or interfere employees holding similar positions with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media and, subject employers similar to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 9Company.

Position. a. During (a) At the start of the Employment Term, Executive shall serve as the Company’s Chief Vice President, in charge of Crude and Feedstocks for the Company and its direct and indirect parents (including PBF Energy Inc.), subsidiaries and affiliates (collectively, the “PBF Companies”) as his primary occupation. Executive Officer shall also serve in such positions for the PBF Companies as determined by the Board of Directors of PBF Energy Inc. (the “CEOBoard”), provided however, the only compensation paid to Executive shall be through this Agreement. In such positionpositions, Executive shall have such duties and authority as that are customarily performed and held by chief executive officers customary for those positions of like-sized companies, together with such duties and authorities as shall be determined from time to time by the Board of Directors companies of the Company (the “Board”). If requestedsize, Executive shall also serve as a member type and nature of the Board without additional compensationCompany. Notwithstanding the foregoing, in the event Executive acknowledges that during the Employment Term, he may spend a significant amount of his time traveling for purposes of Company business. Executive acknowledges that as an exempt member of management he will neither be paid for any overtime or excess time for hours exceeding the Company materially expands its regular working hours per week nor for additional time for weekend work. The base salary of Executive as set forth in this Agreement covers the remuneration of any extra hours or weekend work. (b) Executive shall devote an appropriate amount of time and energy to the business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all and affairs of the material business operations of the Company as in effect as of the Commencement Date; PBF Companies and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will shall not engage be engaged in any other businessbusiness activity, profession whether or occupation not such business activity is pursued for compensation gain, profit or otherwise other pecuniary advantage, unless the Company consents to Executive’s involvement in such business activity in writing. In addition, this restriction shall not be construed as preventing Executive from investing his assets in a form or manner that will not require Executive’s services in the operation of any of the companies in which would conflict such investments are made. Executive may also serve on boards of directors and other positions with non-profit and for-profit organizations as to which the Board may from time to time consent, which consent shall not be unreasonably withheld, delayed or conditioned, so long as such service does not materially interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media and, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties obligations hereunder or conflict with Section 9violate Sections 9 and 10 hereof.

Position. a. During the Employment Term, Executive shall serve as the Company’s Chairman, Co-Chief Executive Officer (“CEO”). In such positionof the Company and, Executive shall have such duties and authority to the extent elected, as are customarily performed and held by chief executive officers Co-Chairman of like-sized companies, together with such duties and authorities as shall be determined from time to time by the Board of Directors of the Company (the “Board”)) and shall serve as officer of the Partnership. If requestedIn such positions, Executive shall also serve have the authority commensurate with such positions and such duties, commensurate with such positions, as a member of shall be determined from time to time by the Partnership and the Board without additional compensation. Notwithstanding the foregoing, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign and Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant shall report directly to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the CompanyBoard. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or materially interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive (x) from managing Executive’s personal investments, (y) from continuing to serve on any board of directors, or as trustee, of any business corporation or any charitable organization on which Executive serves as of the Effective Date and which have been previously disclosed to the Employer and serving on the board boards of directors of Advanced Health Media and, any portfolio companies of investment funds managed by the Partnership or its affiliates; and (z) subject to the prior approval of the BoardBoard (which shall not be unreasonably withheld), from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or materially interfere with the performance of Executive’s duties hereunder or conflict with Section 98 of this Agreement. c. The parties hereby acknowledge that, while Executive is employed hereunder by both the Partnership and the Company, it is anticipated that all of Executive’s business time and effort will be devoted to services for the Partnership. Consequently, subject to future adjustment as necessary from time to time to reflect the accurate allocation of time and effort expended by the Executive for the Company and Partnership, respectively, all of Executive’s compensation hereunder shall be allocated as compensation for work performed on behalf of the Partnership.

Position. a. During the Employment Term, i. Executive shall serve as the Company’s Executive Vice President and Chief Commercial Officer of Franchise Group, reporting to the Chief Executive Officer (“CEO”)of Franchise Group. In such position, Executive shall have such duties duties, responsibilities and authority as are is customarily performed and held by chief executive officers of like-sized companies, together associated with such duties position and authorities shall have such other duties, as shall may be determined reasonably assigned from time to time by the Board Chief Executive Officer of Directors Franchise Group, consistent with Executive’s position and the terms of this Agreement. ii. Executive shall devote sufficient business time and attention to the business of the Company (the “Board”). If requestedas necessary in order to perform Executive’s duties in a competent, Executive shall also serve as a member of the Board without additional compensationdiligent, and professional manner. Notwithstanding the foregoing, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from (1) engaging in other business activities; (2) serving on the board as an officer or a member of directors of Advanced Health Media andcharitable, subject to the prior approval of the Boardeducational or civic organizations; (3) engaging in charitable activities and community affairs; and (4) managing Executive’s personal investments and affairs; provided, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregatehowever, that such service and activities do not conflict or not, in the Company’s reasonable opinion, materially interfere with the performance of Executive’s duties hereunder on behalf of the Company, create any conflict of interest as it relates to the Company, and are not represented in a manner that suggests the Company supports or conflict endorses the services or activities without the advance approval of the Company. iii. Executive shall be responsible for complying with Section 9all policies and operating procedures of the Company applicable to all senior executives of the Company (that are provided or made available to the Executive) in the performance of Executive’s duties on behalf of the Company, including any clawback or recoupment policy adopted by Franchise Group.Executive’s principal place of employment shall be based in The Woodlands, Texas as of the Effective Date. Notwithstanding the foregoing, Executive shall travel to such other places, including, without limitation, the site of such facilities of the Company and its Affiliates as are established from time to time, at such times as are advisable for the performance of Executive’s duties and responsibilities under this Agreement. Executive shall submit to the Company all business, commercial and investment opportunities or offers presented to Executive or of which Executive becomes aware which relate to the business of the Company (the “Company Opportunities”). Unless approved by the Board, Executive shall not accept or pursue, directly or indirectly, any Company Opportunities on Executive’s own behalf.

Position. a. During the Employment Term, Executive shall serve as the Company’s Chief Chairman of HCA through the 2019 Annual Meeting of Shareholders of HCA and as Executive Officer (“CEO”)Advisor through December 31, 2019. In such positionpositions, Executive shall have such duties duties, authority and responsibility as shall be required by and otherwise attendant to the office of Chairman and role of Executive Advisor and such other duties, authority as are customarily performed and held by chief executive officers of like-sized companies, together with such duties and authorities responsibility as shall be determined from time to time by the Board of Directors of the Company HCA (the “Board”). If requested, Executive shall also continue to serve as a member of the Board without additional compensationthrough the 2019 Annual Meeting of Shareholders of HCA. Notwithstanding Upon the foregoing, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all expiration of the material business operations Term or the earlier termination of the Company this Agreement for any reason, Executive shall be deemed resigned as in effect as an officer and employee of the Commencement Date; HCA and provided further that following any its affiliates effective immediately upon such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Companyevent. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, taking into consideration the provisions of Section 2(c) below, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media andExecutive, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 97. c. It is the intent of the parties that Executive’s retirement from the Chief Executive Officer role and the expected reduced time commitments to HCA following the Effective Date shall cause a “separation from service” with the Company, within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), as of the Effective Date. Accordingly, following the Effective Date, Executive in his roles as Chairman and Executive Advisor will not provide a level of service that exceeds 20% of the average level of services performed by the Executive to the Company during the thirty-six month period immediately preceding the Effective Date.

Position. a. During the Employment Term, Executive shall serve as the Company’s Chief Executive Officer (“CEO”)2.1. In such position, Executive shall have such duties and authority as are customarily performed and held by chief executive officers of like-sized companies, together with such duties and authorities as The Employee shall be employed by the Company (until otherwise determined from time to time by the Board of Directors of the Company Company) in the position of President and Chief Executive Officer of the Company, and within the framework of such position for no additional consideration, shall serve as President and Chief Executive Officer of the Company’s parent corporation, TopSpin Medical, Inc. (the “BoardPosition” and the “Parent Company”), respectively) and the Employee hereby declares that the Employee’s background, education and professional standing are commensurate with the Position and duties set forth hereunder. 2.2. If requested, In the event that: (a) the Parent Company appoints any third party other than Employee as its President or as its Chief Executive shall also serve Officer; or (b) the Employee is not appointed as a member of the Board without additional compensation. Notwithstanding the foregoing, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all Directors of the material business operations Parent Company and as member of the compensation committee of the Board of Directors of the Parent Company and as member of the Board of Directors of the Company as in effect as of the Commencement Date; and provided further that by November 30, 2007, or following any such transactionappointment prior to such date said appointment is terminated, (i) CBaySystems Holdings Limited continues then Employee shall be entitled, within 90 days thereafter, to own a direct or indirect majority interest in terminate his employment with the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act terms of 1934Section 7.1 below, as amended, or any successor thereto, in respect and such termination will be deemed to be termination of its beneficial ownership interest in Employee’s employment by the Company. b. 2.3. During Employee’s employment with Company, Employee shall have the authority, functions, duties and responsibilities, as from time to time may be stipulated by Company’s Board of Directors and subject to any applicable law. Employee shall be under the direct supervision of and comply with the directives of the Company’s Board of Directors. 2.4. During the Employment Termterm of this Agreement and unless and until otherwise agreed, Executive will Employee shall be employed on a full-time basis. Excluding periods of vacation, sick leave and military reserve service to which the Employee is entitled or required, the Employee shall devote Executive’s full his entire business time time, attention and best efforts to the performance of Executive’s his duties hereunder and will responsibilities under this Agreement and the business and affairs of the Company. Other than the completion of one last project for his former employer, Galil Medical Ltd., the Employee shall not, during the term of this Agreement, be engaged (whether or not engage during normal business hours) in any other businessbusiness or professional activity whether or not such activity is pursued for gain, profession profit or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectlyother pecuniary advantage, without the prior written consent of the Board; provided Company. 2.5. It is hereby acknowledged and agreed that nothing herein shall preclude Executive from serving on the board Position is a senior position and/or one which requires a special degree of directors of Advanced Health Media andtrust, subject care and loyalty and/or is a position which does not enable the Company to supervise the prior approval work and rest hours of the BoardEmployee; therefore, from accepting appointment to or continuing to serve on any board the provisions of directors or trustees of any business corporation The Work and Rest Hours Law, 1951 (the “Work and Rest Hours Law”), or any charitable organization; provided law to be enacted in each caseits place, and in the aggregate, that such activities do shall not conflict or interfere apply to Employee’s employment with the performance of Executive’s duties hereunder or conflict with Section 9Company.

Position. a. During (a) At the start of the Employment Term, Executive shall serve as the Company’s President and Chief Executive Officer of the Company and its direct and indirect parents (including PBF Energy Inc.), subsidiaries and affiliates (collectively, the “CEOPBF Companies”) as his primary occupation. Executive shall also serve in such positions for the PBF Companies as determined by the Board of Directors of PBF Energy Inc. (the “Board”), provided however, the only compensation paid to Executive shall be through this Agreement. In such positionpositions, Executive shall have such duties and authority as that are customarily performed and held by chief executive officers customary for those positions of like-sized companies, together with such duties and authorities as shall be determined from time to time by the Board of Directors companies of the Company (the “Board”). If requestedsize, Executive shall also serve as a member type and nature of the Board without additional compensationCompany. Notwithstanding the foregoing, in the event Executive acknowledges that during the Employment Term, he may spend a significant amount of his time traveling for purposes of Company business. Executive acknowledges that as an exempt member of management he will neither be paid for any overtime or excess time for hours exceeding the Company materially expands its regular working hours per week nor for additional time for weekend work. The base salary of Executive as set forth in this Agreement covers the remuneration of any extra hours or weekend work. (b) Executive shall devote an appropriate amount of time and energy to the business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all and affairs of the material business operations of the Company as in effect as of the Commencement Date; PBF Companies and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will shall not engage be engaged in any other businessbusiness activity, profession whether or occupation not such business activity is pursued for compensation gain, profit or otherwise other pecuniary advantage, unless the Company consents to Executive’s involvement in such business activity in writing. In addition, this restriction shall not be construed as preventing Executive from investing his assets in a form or manner that will not require Executive’s services in the operation of any of the companies in which would conflict such investments are made. Executive may also serve on boards of directors and other positions with non-profit and for-profit organizations as to which the Board may from time to time consent, which consent shall not be unreasonably withheld, delayed or conditioned, so long as such service does not materially interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media and, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties obligations hereunder or conflict with Section 9violate Sections 9 and 10 hereof.

Position. a. (a) During the Employment Term, Executive shall serve as the Company’s Chief Executive Officer (“CEO”)of the Company. In such position, Executive shall have the customary powers, responsibilities and authorities of officers in such position of corporations of the size, type and nature of the Company including being generally responsible for the day-to-day operations of the Company’s business. Executive shall perform such duties and authority as are customarily performed exercise such powers commensurate with his positions and held by chief executive officers of like-sized companies, together with such duties and authorities responsibilities as shall be determined from time to time by the Board of Directors of the Company (the “Board”)) and shall report directly to the Board. If requestedIn addition, Executive shall also serve have such other duties, functions and responsibilities as the Board may from time to time assign. Executive’s initial place of employment shall be San Francisco, California. (b) On the Effective Date, Executive shall be appointed to the Board. The Company shall, during the remainder of the Term, use its best efforts to have Executive nominated for election and re-election as a Board member at all meetings of the Board without additional compensation. Notwithstanding the foregoing, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereaftershareholders held during the Term at which Board members are to be elected. (c) Executive shall be provided with an office, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations staff and other working facilities at an office of the Company in San Francisco, California consistent with his position and as in effect as required for the performance of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues his duties to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During (d) In the Employment Termperformance of his duties and the execution of his powers hereunder, Executive will shall: (i) devote Executive’s full business time his knowledge, skill and best efforts entire working time, attention and energies to the performance of Executive’s the duties hereunder outlined above, faithfully, competently, diligently and will not engage in any other businessto the best of his ability, profession or occupation for compensation or otherwise which would conflict or interfere with all as is necessary to advance and promote the rendition interests of such services either the Company and assure its proper management; (ii) not, directly or indirectly, without engage in any activity that interferes or conflicts with his full-time commitment to the prior written consent Company, adversely affects the proper discharge of his duties or is in conflict with the interests of the Company, unless such activity is approved by the Board; provided that nothing herein shall preclude provided, however, Executive from serving on may devote time to personal investments, philanthropic service or other personal matters with the board of directors of Advanced Health Media and, subject to the prior approval of the Board, from accepting appointment not to or continuing to serve on be unreasonably withheld; and (iii) comply with all applicable policies and procedures of the Company, including any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 9regulatory requirements.

Position. a. During the Employment Term, (i) Executive shall serve as the Company’s [________] of 22nd Century, accountable to the [For the CEO: Board][For other executives: Chief Executive Officer (“CEO”)of 22nd Century]. In such position, Executive shall have such duties and authority as are customarily performed and held by chief executive officers of like-sized companies, together associated with such duties position and authorities shall have such other titles and duties, consistent with Executive’s position, as shall may be determined assigned from time to time by the Board [For the CEO: Board][For other executives: Chief Executive Officer of Directors of the Company (the “Board”). If requested, Executive shall also serve as a member of the Board without additional compensation. Notwithstanding the foregoing, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and 22nd Century]. (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act Executive shall devote all of 1934, as amended, his or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s full her business time and best efforts to the performance of Executive’s his or her duties hereunder on behalf of the Company, and will not engage in or be concerned with any other businesscommercial duties or pursuits, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that . Notwithstanding the foregoing, nothing herein shall preclude Executive from (1) serving as an officer or a member of charitable, educational or civic organizations; (2) engaging in charitable activities and community affairs; and (3) managing Executive’s personal investments and affairs; provided, however, that such service and activities do not, in the Company’s reasonable opinion, interfere with the performance of his or her duties on behalf of the board Company, create any conflict of directors of Advanced Health Media and, subject interest as it relates to the prior Company, and are not represented in a manner that suggests the Company supports or endorses the services or activities without the advance approval of the Board, from accepting appointment Company. Executive shall be responsible for complying with all policies and operating procedures of the Company (that are provided or made available to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and the Executive) in the aggregateperformance of his or her duties on behalf of the Company. (iii) Executive’s position is eligible for remote work. Executive will be required to travel to 22nd Century’s headquarters, that to current and potential customer sites globally as needed and to such activities do not conflict or interfere with other places, including, without limitation, the site of such facilities of the Company and its Affiliates as are established from time to time, at such times as are advisable for the performance of Executive’s duties hereunder and responsibilities under this Agreement. (iv) Executive shall submit to the Company all business, commercial and investment opportunities or conflict with Section 9offers presented to Executive or of which Executive becomes aware which relate to the business of the Company (the “Company Opportunities”). Unless approved by the Board, Executive shall not accept or pursue, directly or indirectly, any Company Opportunities on Executive’s own behalf.

Position. a. (a) During the Employment Term, Executive shall serve as an Executive Vice President and Head of Corporate Business Development and Strategic Resources of the Company’s Chief Executive Officer (“CEO”)Company and President of Superior Essex Communications LP. In such position, Executive shall have such duties and authority as are customarily performed and held by chief executive officers of like-sized companiesauthority, together consistent with such duties and authorities position with the Company, as shall be determined from time to time by the Board of Directors of the Company (the “Board”). If requested, or the Chief Executive shall also serve as a member Officer of the Board without additional compensation. Notwithstanding the foregoing, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined EnterpriseCEO”), the Company may reassign and Parent. Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant shall report directly to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the CompanyCEO. b. (b) During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere interfere, in any significant respect, with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude . Notwithstanding the foregoing, Executive from serving on the board of directors of Advanced Health Media andmay, subject to without the prior approval of the Board, from accepting appointment (i) make and manage personal business investments of Executive’s choice, subject to the prior written consent of the Board if any such investment is beyond mere buying and selling in the ordinary course (and, in so doing, may serve as an officer, director, agent or continuing employee of entities and business enterprises that are related to such personal investments) and (ii) serve on in any board of directors capacity with any civic, educational or trustees of any business corporation charitable organization or any charitable organizationgovernmental entity or trade association; provided that in each case, and in the aggregate, that such activities do not conflict or interfere interfere, in any significant respect, with the performance of Executive’s duties hereunder or conflict with Section 9. The Company hereby acknowledges that Executive shall be entitled to continue the activities listed on Exhibit A attached hereto, provided that such service does not, in the future, conflict or interfere, in any significant respect, with the performance of Executive’s duties hereunder or conflict with Section 9. (c) Notwithstanding anything to the contrary in this Section 2, Executive agrees to serve without additional compensation, if elected or appointed thereto, as a director of the Company and any of its subsidiaries and in one or more executive offices of any of the Company’s subsidiaries, provided that Executive is indemnified for serving in any and all such capacities.

Position. a. During (1) It is contemplated that during the COC Employment Term, Period the Executive shall will continue to serve as a principal officer of the Company’s Chief Executive Officer (“CEO”). In such position, Executive shall have such duties Corporation and authority as are customarily performed and held by chief executive officers a member of like-sized companies, together with such duties and authorities as shall be determined from time to time by the its Board of Directors of the Company (the “Board”). If requested, Executive shall also serve if serving as a member of the Board without additional compensation. Notwithstanding of Directors immediately prior to a Change of Control, as defined in Section 12(B) below, with the foregoing, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”office(s) and title(s), reporting responsibility and duties and responsibilities of the Company may reassign Executive to serve on the date of this Agreement, as the President or in another capacity as same may be changed from time to time after the most senior executive date of a division of such Combined Enterprise (this Agreement and prior to the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D date this Agreement becomes operative pursuant to the Securities Exchange Act provisions of 1934Section 1(a) above. (2) The office(s), title(s), reporting responsibility, duties and responsibilities of the Executive on the date of this Agreement, as amendedthe same may be changed from time to time after the date of this Agreement and prior to the date this Agreement becomes operative pursuant to the provisions of Section 1(A) above, shall be summarized in Exhibit A to this Agreement, it being understood and agreed that if, as when the office(s), title(s), reporting responsibility, duties and responsibilities of the Executive shall be changed prior to the date this Agreement becomes operative pursuant to the provisions of Section 1(A) above, Exhibit A shall be deemed to be and shall be updated by the parties to reflect such change; provided, however, that Exhibit A is intended only as memorandum for the convenience of the parties and shall be disregarded if and to the extent that, at the time this Agreement becomes operative, Exhibit A shall fail to reflect accurately the office(s), title(s), reporting responsibility, duties or responsibilities of the Executive at the time because the parties shall have failed to update Exhibit A as aforesaid after the last such change prior to the date this Agreement shall have become operative. (3) At all times during the COC Employment Period, the Executive shall hold a position of responsibility and importance and a position of scope, with the functions, duties and responsibilities attached thereto, at least equal in responsibility and importance and in scope to and commensurate with his position described in general terms above in this Section 2(A) and intended to be summarized in Exhibit A to this Agreement. (4) During the COC Employment Period the Executive shall, without compensation other than that herein provided, also serve and continue to serve, if and when elected and re-elected, as an officer or director, or both, of any successor theretoUnited States Subsidiary, in respect division or Affiliate of its beneficial ownership interest in the CompanyCorporation. b. During the Employment Term(5) For all purposes of this Agreement, Executive will devote Executive’s full business time and best efforts to the performance (1) a "Subsidiary" shall mean a corporation or other entity, of Executive’s duties hereunder and will not engage in any other business, profession which 50% or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent more of the Board; provided that nothing herein voting securities or other equity interests is owned directly, or indirectly through one or more intermediaries, by the Corporation, and (2) an "Affiliate" shall preclude Executive from serving on mean a corporation or other entity which is not a Subsidiary and which directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the board Corporation. For the purpose of directors of Advanced Health Media andthis definition, subject to the prior approval terms "control", "controls" and "controlled" mean the possession, direct or indirect, of the Board, from accepting appointment power to direct or continuing to serve on any board cause the direction of directors or trustees the management and poli- cies of any business a corporation or any charitable organization; provided in each caseother entity, and in whether through the aggregateownership of voting securities, that such activities do not conflict by contract, or interfere with the performance of Executive’s duties hereunder or conflict with Section 9otherwise.

Position. a. During the Employment Term, Executive shall serve as the Company’s President and Chief Executive Officer (“CEO”)Officer. In such position, The Executive shall report to both the Company’s Executive Chairman of the Board and the Company’s Board of Directors (the “Board”) regarding the Company’s business operations. The Executive shall oversee and manage the affairs of the Company’s business, and shall have overall supervision and control of the Company’s day-to-day business activities consistent with the Company’s past business practices. During the Employment Term, the Executive shall be granted such duties and additional authority as are customarily performed and held by chief executive officers of like-sized companies, together with such duties and authorities as shall may be determined required from time to time by the Board Board, consistent with the Executive’s position with the Company. Executive will be a member of Directors of the Company an Executive Management Committee (the “Committee”) to be established by, and serve at the discretion of, the Board”), which Committee will be comprised of the Company’s Executive Chairman of the Board, its Senior Executive Vice President and Chief Operating Officer and Executive, in his capacity as President and Chief Executive Officer. If requestedThe Committee will meet regularly to deal with day-to-day business matters; any major business matters that can not be resolved with unanimity by the Committee will be brought to the attention of the Board of Directors. b. At such time as the Board shall consist of a sufficient number of independent directors (as defined in The Nasdaq Stock Market Marketplace Rule 4200) to permit the Company to continue to comply with The Nasdaq Stock Market Marketplace Rule 4350(c) notwithstanding the Executive’s service as a director, the Executive shall also be nominated to serve as a member of the Board. Upon any election of the Executive to serve on the Board or the board of directors of any of the Company’s subsidiaries or affiliates, he will serve as a director thereof without additional compensation. Notwithstanding the foregoing, in the event that during . c. During the Employment Term, Executive shall perform faithfully and loyally and to the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Companybest of Executive’s business thereafterabilities, the “Combined Enterprise”)duties assigned to Executive hereunder. Executive shall use Executive’s best efforts, skills, and abilities to promote the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations and interests of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. professional manner. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services services, either directly or indirectly, without the prior written consent of the Board; provided that nothing herein . Notwithstanding the foregoing, it shall preclude not be a violation of this Agreement for Executive from serving on the board of directors of Advanced Health Media and, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board the Board of directors Research in Motion Ltd and on other boards or trustees of any business corporation or any charitable organization; provided in each casecommittees, and in the aggregate, that so long as such activities do not conflict or significantly interfere with the performance of Executive’s duties hereunder under this Agreement or conflict with Section 9cause Executive to breach the terms of this Agreement, as determined by the Board in its sole discretion. Prior to joining any additional board or committee in addition to Research in Motion Ltd, Executive will get written approval from the Executive Chairman of the Board or the Board.

Position. a. During (a) At the start of the Employment Term, Executive shall serve as a Senior Vice President of the Company’s Chief Company and its direct and indirect parents (including PBF Energy Inc.), subsidiaries and affiliates (collectively, the “PBF Companies”) as his primary occupation. Executive Officer shall also serve in such positions for the PBF Companies as determined by the Board of Directors of PBF Energy Inc. (the “CEOBoard”)) and PBF Logistics GP LLC, provided however, the only compensation paid to Executive shall be through this Agreement. In such positionpositions, Executive shall have such duties and authority as that are customarily performed and held by chief executive officers customary for those positions of like-sized companies, together with such duties and authorities as shall be determined from time to time by the Board of Directors companies of the Company (the “Board”). If requestedsize, Executive shall also serve as a member type and nature of the Board without additional compensationCompany. Notwithstanding the foregoing, in the event Executive acknowledges that during the Employment Term, he may spend a significant amount of his time traveling for purposes of Company business. Executive acknowledges that as an exempt member of management he will neither be paid for any overtime or excess time for hours exceeding the Company materially expands its regular working hours per week nor for additional time for weekend work. The base salary of Executive as set forth in this Agreement covers the remuneration of any extra hours or weekend work. (b) Executive shall devote an appropriate amount of time and energy to the business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all and affairs of the material business operations of the Company as in effect as of the Commencement Date; PBF Companies and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will shall not engage be engaged in any other businessbusiness activity, profession whether or occupation not such business activity is pursued for compensation gain, profit or otherwise other pecuniary advantage, unless the Company consents to Executive’s involvement in such business activity in writing. In addition, this restriction shall not be construed as preventing Executive from investing his assets in a form or manner that will not require Executive’s services in the operation of any of the companies in which would conflict such investments are made. Executive may also serve on boards of directors and other positions with non-profit and for-profit organizations as to which the Board may from time to time consent, which consent shall not be unreasonably withheld, delayed or conditioned, so long as such service does not materially interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media and, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties obligations hereunder or conflict with Section 9violate Sections 9 and 10 hereof.

Position. a. During The terms of your new position with the Employment Term, Executive Company are as set forth below: (a) You shall serve as the Company’s Chief Executive Officer (“CEO”). In President of the Company with such positionresponsibilities, Executive shall have such duties and authority as are customarily performed and held by chief executive officers customary for a President of like-sized similarly situated companies, together with . The Employee shall report to the CEO of Company. You shall perform such other duties and authorities shall have authority consistent with your position as shall may be determined from time to time specified by the Board of Directors of the Company (the “Board”)) and subject to the discretion of the Board. If requestedYou shall perform your duties for the Company at the Company’s offices except for travel that may be necessary or appropriate in connection with the performance of your duties hereunder. The offices are located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, Executive ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇. (b) Employee shall also serve faithfully devote his full business/working time, attention and energy to the business and affairs of the Company and the performance of his duties hereunder and as a member later identified by the Board and to use his best efforts to perform such responsibilities faithfully and efficiently. Without limiting the generality of the foregoing paragraph, during the Term Employee may join professional associations and otherwise be involved with any other business activities, Board positions consulting and advisory services or trusts to the extent that, in the reasonable judgment of the Board without additional compensationor its designee, such other business pursuits and activities do not (i) interfere in any material respect with Employee’s ability to discharge Employee’s duties and responsibilities to the Company, whether or not such activity is pursued for gain, profit or other pecuniary advantage, or (ii) violate the Conflicts provision of Employee’s Non-Disclosure Agreement. Notwithstanding the foregoing, in Employee shall be entitled to finish up his work on the event that during the Employment Termcurrent projects described on Schedule A attached hereto (collectively, the Company materially expands its business or business operations through a merger"Current Projects"), consolidationprovided however that Employee shall be phased out of such Current Projects no later than August 1, business combination, or similar transaction 2014 (the Company’s business thereafter, the “Combined Enterprise”"Cut-Off Date"), unless the Company may reassign Executive consents in writing to serve as the President or in another capacity as the most senior executive of a division an extension of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own time for a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant specific assignment related to the Securities Exchange Act Current Projects. Employee hereby acknowledges and agrees that any and all future projects or assignments not listed on Schedule A shall constitute the work and property of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media and, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 9.

Position. a. During (i) The Executive will be employed as, and hold the Employment Termtitle of, Executive shall serve as the Company’s Co-Chief Executive Officer (“Co-CEO”). The Executive and the Company’s other Co-CEO shall have primary responsibility for the implementation and execution of the Company’s strategic business plans and objectives as approved from time to time by the Company’s Board of Directors (the “Board”). The Executive, together with the Company’s other Co-CEO, shall have the authority and responsibilities of the position of Chief Executive Officer (“CEO”)) as allocated between them in the attached Exhibit 1. In The authority and responsibilities contained in Exhibit 1 may be altered by the Board from time to time if in its reasonable judgment the change is necessary to assure a proper and effective organizational allocation of duties and responsibilities of the CEO position between the Co-CEOs; provided, however, that any such positionsubsequent change in the duties and responsibilities of the Executive, without his consent, that results in a material reduction of his duties and responsibilities shall constitute grounds for a Good Reason termination. The Executive shall also have such additional duties and authority responsibilities as are customarily performed directed and held by chief executive officers of like-sized companies, together with such duties and authorities as shall be determined approved from time to time by the Board of Directors of the Company (the “Board”). If requested, The Executive shall also serve as have the responsibility and duty to work with and coordinate with the Company’s other Co-CEO. The Executive shall report directly to the Board and shall have all the authority needed to perform the duties and undertake the responsibilities of his position. The Executive will be a member of the Board without additional compensation. Notwithstanding the foregoing, Chairman’s Cabinet and shall be involved in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (all the Company’s business thereafter, major strategic decisions relating to the “Combined Enterprise”), scope of his responsibilities. The Executive will have the Company authority to hire appropriate personnel as may reassign Executive be needed to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and carry out his duties. (ii) SAC PEI CB InvestmentAny disagreements between the Co-CEOs shall be resolved by the Executive Committee and that Committee’s decision shall be final. (x) For purposes of this function of the Executive Committee, L.P. remains obligated the Executive Committee shall be chaired by ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or, in his absence, by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, in each case for so long as he is a member of the Board. In connection with all other business of the Executive Committee, the Co-CEOs will generally share the chairmanship of the Committee with each Co-CEO chairing every other regular meeting of the Committee. (y) The composition of the Executive Committee shall not be changed without the approval of the Board and a majority of the then serving Executive Committee members. Any changes made to file the membership of the Executive Committee (other than as a Schedule 13D pursuant result of a member ceasing employment with the Company) without prior Board approval will automatically and immediately suspend the delegation of the dispute resolution set forth herein, and the Board will resolve all management disputes between the Co-CEOs until it has approved the membership of the Executive Committee. (iii) For so long as Executive is serving as a Co-CEO, Executive shall be deemed to be a Principal Executive Officer for purposes of the Company’s filings with the Securities and Exchange Commission, including periodic reports and other filings under the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media and, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 9.

Position. a. During the Employment Term, Executive shall serve as the Company’s Chairman, Co-Chief Executive Officer (“CEO”). In such positionof the Company and, Executive shall have such duties and authority to the extent elected, as are customarily performed and held by chief executive officers Co-Chairman of like-sized companies, together with such duties and authorities as shall be determined from time to time by the Board of Directors of the Company (the “Board”)) and shall serve as an officer of the Partnership. If requestedIn such positions, Executive shall also serve have the authority commensurate with such positions and such duties, commensurate with such positions, as a member of shall be determined from time to time by the Partnership and the Board without additional compensation. Notwithstanding the foregoing, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign and Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant shall report directly to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the CompanyBoard. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or materially interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive (x) from managing Executive’s personal investments, (y) from continuing to serve on any board of directors, or as trustee, of any business corporation or any charitable organization on which Executive serves as of the Effective Date and which have been previously disclosed to the Employer and serving on the board boards of directors of Advanced Health Media and, any portfolio companies of investment funds managed by the Partnership or its affiliates; and (z) subject to the prior approval of the BoardBoard (which shall not be unreasonably withheld), from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or materially interfere with the performance of Executive’s duties hereunder or conflict with Section 98 of this Agreement. c. The parties hereby acknowledge that, while Executive is employed hereunder by both the Partnership and the Company, it is anticipated that all of Executive’s business time and effort will be devoted to services for the Partnership. Consequently, subject to future adjustment as necessary from time to time to reflect the accurate allocation of time and effort expended by the Executive for the Company and Partnership, respectively, all of Executive’s compensation hereunder shall be allocated as compensation for work performed on behalf of the Partnership.

Position. a. During (a) As of the Employment TermEffective Date, Executive shall serve as the Company’s Chairman and Chief Executive Officer of the Company and ▇▇▇▇▇ ▇▇▇▇▇ Holdings, Inc. (“CEO”"Holdings"). In such position, Executive shall have such authorities, responsibilities and duties customarily exercised by a person holding that position, including, without limitation, the authority and authority as are customarily performed responsibility for the management, operation, strategic direction and held by chief executive officers overall conduct of like-sized companies, together with such duties the business of Holdings and authorities as the Company. Executive shall be determined from time report directly to time by the Board of Directors of the Company (the “"Board”"). If requested, . (b) Executive shall also serve as become a member of the Board without additional compensation. Notwithstanding and the foregoing, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction Board of Directors of Holdings (the Company’s business thereafter, "Holdings Board") on the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Effective Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. . During the Employment Term, Executive will devote Executive’s full his entire business time and best efforts to the performance of Executive’s his duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided provided, however, that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media andmay (i) serve as a director, subject to trustee or officer or otherwise participate in not-for-profit educational, welfare, social, religious and civic organizations; (ii) with the prior approval of the Board, from accepting appointment to or continuing to serve on any board as a director of directors or trustees of any a for-profit business corporation which does not compete with the Company or any charitable organizationof its subsidiaries or affiliates (it being understood that the Board has approved Executive's continuing service as a director of ▇▇▇ Hortons Inc.); provided and (iii) acquire passive investment interests in each caseone or more entities which do not compete in any material manner with the Company or any subsidiary or affiliate thereof, and in to the aggregate, extent that such other activities do not conflict inhibit or interfere with the performance of Executive’s 's duties hereunder or under this Agreement, do not conflict with Section 9the written policies of the Company or any subsidiary or affiliate thereof which have been communicated to Executive, and do not exceed twenty percent (20%) of the outstanding equity interests of any such entity. (c) Executive's primary office shall be located at the Company's executive headquarters, subject to travel on Company business as may be necessary or appropriate to the performance of Executive's duties and responsibilities hereunder.

Position. a. During the Employment Term, Executive shall (a) You will serve as the Chief Financial Officer of the Company and of its subsidiary Single Touch Interactive, Inc., working out of the Company’s headquarters office in the Newport Corporate Center in Jersey City, New Jersey. You will report to the Company’s Chief Executive Officer Officer. (“CEO”). In such position, Executive shall have such b) You agree to the best of your ability and experience that you will at all times loyally and conscientiously perform all of the duties and authority obligations required of you pursuant to the terms hereof. During the term of your employment, you further agree that you will devote all of your business time and attention to the business of the Company, the Company will be entitled to all of the benefits and profits arising from or incident to all such work services and advice, you will not render commercial or professional services of any nature to any person or organization, whether or not for compensation, without the prior written consent of the Company, except as are customarily performed set forth below, and held by chief executive officers you will not directly or indirectly engage or participate in any business that is competitive in any manner with the business of like-sized companiesthe Company. Nothing in this Section 1 will prevent you from accepting (i) service as a director for one for profit entity (so long as such entity is not competitive in any manner with the business of the Company), together with and for such duties and authorities other specified for profit entity or entities as shall be determined from time to time by the Board of Directors of the Company (the “Board”). If requested) may from time to time approve in its discretion, Executive shall also serve with such compensation as a member of the Board without additional compensation. Notwithstanding the foregoingsuch entity(s) deems appropriate, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investmentspeaking or presentation engagements in exchange for honoraria, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act (iii) service on boards of 1934, as amendedcharitable organizations, or (iv) ownership of no more than 1% of the outstanding equity securities of a publicly traded company. (c) In general, you will have the responsibilities and duties associated with and over the areas which are typically associated with the office of Chief Financial Officer of a corporation. (d) Your compensation hereunder shall be deemed inclusive of any successor thereto, in respect and all compensation to which you would be entitled as a director of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts if you are ever asked to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of join the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media and, subject . At this point you have not been asked to the prior approval of join the Board. ▇▇▇▇ ▇▇▇▇▇ September 26, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 9.2011

Position. a. During the Employment Term, Executive shall serve as the Company’s Chairman, Co-Chief Executive Officer of the Company and, to the extent elected, as Co-Chairman of the Board of Directors of the Company (“CEO”)the "Board") and shall serve as officer of the Partnership. In such positionpositions, Executive shall have such duties and the authority as are customarily performed and held by chief executive officers of like-sized companies, together commensurate with such duties positions and authorities such duties, commensurate with such positions, as shall be determined from time to time by the Partnership and the Board of Directors of the Company (the “Board”). If requested, and Executive shall also serve as a member of the Board without additional compensation. Notwithstanding the foregoing, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant report directly to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. Board. During the Employment Term, Executive will devote Executive’s 's full business time and best efforts to the performance of Executive’s 's duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or materially interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive (x) from managing Executive's personal investments, (y) from continuing to serve on any board of directors, or as trustee, of any business corporation or any charitable organization on which Executive serves as of the Effective Date and which have been previously disclosed to the Employer and serving on the board boards of directors of Advanced Health Media and, any portfolio companies of investment funds managed by the Partnership or its affiliates; and (z) subject to the prior approval of the BoardBoard (which shall not be unreasonably withheld), from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or materially interfere with the performance of Executive’s 's duties hereunder or conflict with Section 98 of this Agreement. The parties hereby acknowledge that, while Executive is employed hereunder by both the Partnership and the Company, it is anticipated that all of Executive's business time and effort will be devoted to services for the Partnership. Consequently, subject to future adjustment as necessary from time to time to reflect the accurate allocation of time and effort expended by the Executive for the Company and Partnership, respectively, all of Executive's compensation hereunder shall be allocated as compensation for work performed on behalf of the Partnership.

Position. a. During the Employment Term, Executive shall serve as the Company’s President, Co-Chief Executive Officer, Chief Investment Officer (“CEO”)and Director and shall serve as an officer of the Partnership. In such positionpositions, Executive shall have such duties and the authority as are customarily performed and held by chief executive officers of like-sized companies, together commensurate with such duties positions and authorities such duties, commensurate with such positions, as shall be determined from time to time by the Partnership and the Board of Directors of the Company (the “Board”). If requested, and Executive shall also serve as a member of the Board without additional compensation. Notwithstanding the foregoing, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant report directly to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the CompanyBoard. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or materially interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive (x) from managing Executive’s personal investments, (y) from continuing to serve on any board of directors, or as trustee, of any business corporation or any charitable organization on which Executive serves as of the Effective Date and which have been previously disclosed to the Employer and serving on the board boards of directors of Advanced Health Media and, any portfolio companies of investment funds managed by the Partnership or its affiliates; and (z) subject to the prior approval of the BoardBoard (which shall not be unreasonably withheld), from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or materially interfere with the performance of Executive’s duties hereunder or conflict with Section 98 of this Agreement. c. The parties hereby acknowledge that, while Executive is employed hereunder by both the Partnership and the Company, it is anticipated that all of Executive’s business time and effort will be devoted to services for the Partnership. Consequently, subject to future adjustment as necessary from time to time to reflect the accurate allocation of time and effort expended by the Executive for the Company and Partnership, respectively, all of Executive’s compensation hereunder shall be allocated as compensation for work performed on behalf of the Partnership.

Position. a. During the Employment Term, (i) Executive shall serve as the Company’s Chief Financial Officer of Franchise Group, reporting to the Chief Executive Officer (“CEO”)of Franchise Group. In such position, Executive shall have such duties duties, responsibilities and authority as are is customarily performed and held by chief executive officers of like-sized companies, together associated with such duties position and authorities shall have such other duties, as shall may be determined reasonably assigned from time to time by the Board Chief Executive Officer of Directors Franchise Group, consistent with Executive’s position and the terms of the Company this Agreement. (the “Board”). If requested, ii) Executive shall also serve as a member of the Board without additional compensation. Notwithstanding the foregoing, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes devote substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder on behalf of the Company, and will not engage in or be concerned with any other businesscommercial duties or pursuits, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that . Notwithstanding the foregoing, nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media and, subject to the prior approval of the Board, from accepting appointment to or (1) continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and engage in the aggregateoutside, activities disclosed here: [_________] (if left blank, then there are no such activities for which approval has been provided); (2) serving as an officer or a member of charitable, educational or civic organizations; (3) engaging in charitable activities and community affairs; and (4) managing Executive’s personal investments and affairs; provided, however, that such service and activities do not conflict or not, in the Company’s reasonable opinion, interfere with the performance of Executive’s duties hereunder on behalf of the Company, create any conflict of interest as it relates to the Company, and are not represented in a manner that suggests the Company supports or conflict endorses the services or activities without the advance approval of the Company. Executive shall be responsible for complying with Section 9all policies and operating procedures of the Company applicable to all senior executives of the Company (that are provided or made available to the Executive) in the performance of Executive’s duties on behalf of the Company, including any clawback or recoupment policy adopted by Franchise Group. (iii) Executive’s principal place of employment shall be based in Shrewsbury, MA as of the Effective Date. Notwithstanding the foregoing, Executive shall travel to such other places, including, without limitation, the site of such facilities of the Company and its Affiliates as are established from time to time, at such times as are advisable for the performance of Executive’s duties and responsibilities under this Agreement. Executive shall submit to the Company all business, commercial and investment opportunities or offers presented to Executive or of which Executive becomes aware which relate to the business of the Company (the “Company Opportunities”). Unless approved by the Board, Executive shall not accept or pursue, directly or indirectly, any Company Opportunities on Executive’s own behalf.

Position. a. During On the Employment TermEffective Date, Executive Employer shall serve as employ Employee in the Companyposition of “Senior Vice President - Legal Integration”, reporting to Employer’s Chief Executive Officer (the “CEO”), and Employee does hereby accept such employment. In such positionOn and after the Effective Date, Executive Employer and Employee hereby acknowledge that the position of Senior Vice President - Legal Integration shall have such duties and authority as are customarily performed and held by chief not constitute an “officer” or “executive officers officer” position within the meaning of like-sized companiesRule 16a-1(f) or Rule 3b-7, together with such duties and authorities as shall be determined from time to time by the Board respectively, of Directors of the Company (the “Board”). If requested, Executive shall also serve as a member of the Board without additional compensation. Notwithstanding the foregoing, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”). Employer and Employee agree that, effective as of 11:59 pm on the day before the Effective Date, Employee shall hereby resign as General Counsel and Corporate Secretary of Employer and from any and all officer and/or director positions of Employer and any such positions with Employer’s direct or any successor theretoindirect subsidiaries, and Employer hereby accepts such resignations on behalf of itself and its subsidiaries. Employee shall have such responsibilities mutually and reasonably agreed upon by the parties during the Term and shall utilize her energy, experience and talents in respect furtherance of its beneficial ownership interest in those responsibilities, as applicable. From the Company. b. During Signing Date and during the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and Employee will not engage in any other businessactivities, profession whether as a consultant, employee, director, officer or occupation otherwise, for compensation any direct or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, indirect remuneration for a Competitor (as hereafter defined) without the prior written consent approval of the BoardCEO; provided provided, however, that nothing herein it shall preclude Executive from serving on not be a violation of this Agreement, and Employee will not need the board approval of the CEO, for Employee to manage her personal investments or to engage in, or serve, such civic, community, charitable, educational, or religious organizations or to serve in any capacity, including as a director, employee, consultant or otherwise, for any company that is not a Competitor (including, but not limited to, her existing service as a Board member and lead independent director of The Andersons Inc. and/or the boards of directors of Advanced Health Media andits subsidiaries). As used in this Agreement, subject the term “Competitor” refers to the prior approval of the Boardany company, from accepting appointment to or continuing to serve including its subsidiaries, listed on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 9Exhibit A attached hereto.

Position. a. During (a) At the start of the Employment Term, Executive shall serve as a Senior Vice President of the Company and its direct and indirect parents (including PBF Energy Inc.), subsidiaries and affiliates (collectively, the “PBF Companies”) as his primary occupation, and in such role shall serve as the President of the Company’s Chief affiliate, PBF Logistics GP LLC. Executive Officer shall also serve in such positions for the PBF Companies as determined by the Board of Directors of PBF Energy Inc. (the “CEOBoard”), provided however, the only compensation paid to Executive shall be through this Agreement. In such positionpositions, Executive shall have such duties and authority as that are customarily performed and held by chief executive officers customary for those positions of like-sized companies, together with such duties and authorities as shall be determined from time to time by the Board of Directors companies of the Company (the “Board”). If requestedsize, Executive shall also serve as a member type and nature of the Board without additional compensationCompany. Notwithstanding the foregoing, in the event Executive acknowledges that during the Employment Term, he may spend a significant amount of his time traveling for purposes of Company business. Executive acknowledges that as an exempt member of management he will neither be paid for any overtime or excess time for hours exceeding the Company materially expands its business regular working hours per week nor for additional time for weekend work. The base salary of Executive as set forth in this Agreement covers the remuneration of any extra hours or business operations through a merger, consolidation, business combination, or similar transaction (weekend work. Executive’s primary work location shall be the Company’s offices in W. Palm Beach, FL. (b) Executive shall devote an appropriate amount of time and energy to the business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all and affairs of the material business operations of the Company as in effect as of the Commencement Date; PBF Companies and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will shall not engage be engaged in any other businessbusiness activity, profession whether or occupation not such business activity is pursued for compensation gain, profit or otherwise other pecuniary advantage, unless the Company consents to Executive’s involvement in such business activity in writing. In addition, this restriction shall not be construed as preventing Executive from investing his assets in a form or manner that will not require Executive’s services in the operation of any of the companies in which would conflict such investments are made. Executive may also serve on boards of directors and other positions with non-profit and for-profit organizations as to which the Board may from time to time consent, which consent shall not be unreasonably withheld, delayed or conditioned, so long as such service does not materially interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media and, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties obligations hereunder or conflict with Section 9violate Sections 9 and 10 hereof.

Position. a. During the Employment Term, Executive shall serve as the Company’s Chief Executive Officer (“CEO”)of the Company. In such position, Executive shall have such duties and authority as are customarily performed and held by chief executive officers of like-sized companies, together with such duties and authorities as shall be determined from time to time by the Board of Directors of the Company Company, the Compensation Committee of the Board of Directors, if formed, the Government Security Committee of the Board or Directors (“GSC”) or such other designee(s) of the Board of Directors’ authority hereunder as the Board of Directors may designate and as may be permitted under the Proxy Agreement (collectively, the “Board”). If requested, In the discretion of the Board of Directors Executive shall also may be nominated to serve as a member of the Board of Directors of the Company. Executive shall serve as the CEO and a member of the Boards of Directors of the Company’s subsidiaries without additional compensation. Notwithstanding the foregoing, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services services, either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media andExecutive, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organizationorganization or any industry association; provided further provided, in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 99 or Section 10. Set forth on Exhibit A hereto is a complete list, as of the Effective Date, of the Executive’s positions on any board of directors or trustees of any business corporation or any charitable organization. c. At all times during the Employment Term, Executive shall strictly adhere to and obey all of the Company’s written rules, regulations and policies, which govern the operation of the business of the Company and its subsidiaries and the conduct of employees of the Company and its subsidiaries.

Position. a. During (a) At the start of the Employment Term, Executive shall serve as the CompanySenior Vice President, Head of Refining of the Company and its direct and indirect parents (including PBF Energy Inc.), subsidiaries and affiliates (collectively, the “PBF Companies”) as his primary occupation. This agreement shall supersede and replace any other letters, agreements or terms concerning Executive’s Chief employment previously agreed to between the PBF Companies and Executive. Executive Officer will be expected to travel up to 75% of the time in connection with performing his duties and Executive shall also serve in such positions for the PBF Companies as determined by the Board of Directors of PBF Energy Inc. (the “CEOBoard”), provided however, the only compensation paid to Executive shall be through this Agreement. In such positionpositions, Executive shall have such duties and authority as that are customarily performed and held by chief executive officers customary for those positions of like-sized companies, together with such duties and authorities as shall be determined from time to time by the Board of Directors companies of the Company (the “Board”). If requestedsize, Executive shall also serve as a member type and nature of the Board without additional compensationCompany. Notwithstanding the foregoing, in the event Executive acknowledges that during the Employment Term, he may spend a significant amount of his time traveling for purposes of Company business. Executive acknowledges that as an exempt member of management he will neither be paid for any overtime or excess time for hours exceeding the Company materially expands its regular working hours per week nor for additional time for weekend work. The base salary of Executive as set forth in this Agreement covers the remuneration of any extra hours or weekend work. (b) Executive shall devote an appropriate amount of time and energy to the business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all and affairs of the material business operations of the Company as in effect as of the Commencement Date; PBF Companies and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will shall not engage be engaged in any other businessbusiness activity, profession whether or occupation not such business activity is pursued for compensation gain, profit or otherwise other pecuniary advantage, unless the Company consents to Executive’s involvement in such business activity in writing. In addition, this restriction shall not be construed as preventing Executive from investing his assets in a form or manner that will not require Executive’s services in the operation of any of the companies in which would conflict such investments are made. Executive may also serve on boards of directors and other positions with non-profit and for-profit organizations as to which the Board may from time to time consent, which consent shall not be unreasonably withheld, delayed or conditioned, so long as such service does not materially interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media and, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties obligations hereunder or conflict with Section 9violate Sections 9 and 10 hereof.

Position. a. During Executive’s employment with the Employment TermCompany, Executive shall serve as the Company’s Chief Executive Officer of ▇▇▇▇▇ & Nephew plc (“CEOParent”) (together, with the Company and their respective subsidiaries and affiliates, the “Company Group”). In such position, Executive shall have such duties and authority as are customarily performed and held by chief executive officers of like-sized companies, together with such duties and authorities as shall be determined from time reporting directly to time by the Board of Directors of the Company Parent (the “Board”). If requestedExecutive shall perform those duties generally required of persons in the position of Chief Executive Officer, including but not limited to, direct oversight of the day-to-day management of the Parent’s facilities, personnel, finances, research and development, business development, marketing and sales and other related functions, as well as such other duties as may reasonably be assigned by the Board. While employed by the Company, Executive shall also serve as a member of the Board without additional compensation. Notwithstanding the foregoing, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s full business time time, attention, energy, knowledge and best efforts skills to carrying out all the assigned duties and functions consistent with Executive’s role, which Executive promises to perform faithfully, diligently and to the performance best of Executive’s ability. Further, Executive must exercise all powers and comply with all instructions of the Board in connection with the business of the Company Group. Executive’s position is an exempt position. Executive will also be appointed as a director of Parent from the Start Date (which appointment shall be put to shareholders for election at the Annual General Meeting on 13 April 2022) and Executive’s duties hereunder and in respect of that role will be performed in accordance with the Appointment Letter from Parent dated as of 21 February 2022. For the avoidance of doubt, Executive shall not undertake any other business or profession, be or become an employee or agent of any company outside of the Company Group, or hold office as a director or chairman of a company outside of the Company Group unless otherwise agreed in writing by the Board. Without limitation of any other provision of this Agreement, Executive agrees that while employed by the ​ ​ ​ ​ Company, Executive will not, without the Board’s written consent, engage in any other businessemployment or business activity that is competitive with, profession or occupation for compensation or that would otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media and, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder and responsibilities for the Company Group. Notwithstanding anything in this Agreement or conflict otherwise to the contrary, Executive will be permitted, to the extent such activities do not interfere with Section 9.the performance of his duties and responsibilities, to (x) manage Executive’s (and his immediate family’s) personal, financial and legal affairs and (y) if agreed in writing by the Board, serve on civic or charitable boards or committees. Executive shall take any such actions as are necessary to ensure compliance by Executive and the Company Group with each member of the Company Group’s respective Articles of Association, policies and procedures and internal control frameworks, and with prevailing law and regulations. Executive shall comply with the UK Market Abuse Regulation and any regulations made under it, and all applicable rules made by the FCA, the London Stock Exchange plc and any other authority that regulates Parent or any member of the Company Group and understands that breach of their requirements may carry sanctions including criminal liability, and disciplinary action by the Company and/or by the relevant regulatory authority. Executive shall be provided with a customary induction programme for a new executive director of Parent commensurate to Executive’s experience of the UK governance regime and appropriate ongoing training from time to time. ​

Position. a. (a) During the Employment Term, Executive shall serve as the Company’s Chief Executive Officer (“CEO”)of the Company. In such position, Executive shall have such duties and authority authorities consistent with the position of Chief Executive Officer, as are customarily performed described in the Company’s By-Laws as currently in effect (and held by chief executive officers as may be expanded, but not reduced, in the future), and such other duties commensurate with the position of like-sized companies, together with such duties and authorities Chief Executive Officer as shall be determined from time to time by the Board of Directors of the Company (the “Board”). If requestedExecutive shall report to the Board, and all employees of the Company shall report to Executive or his designee. Effective as of the Effective Date, Executive shall also serve as will become a member of the Board without additional compensation. Notwithstanding the foregoingThereafter, in the event that during the Employment Term, the Company materially expands shall nominate Executive to be elected to the Board and shall use its business or business operations through a mergerreasonable best efforts, consolidationsubject to fiduciary obligations of the Board, business combinationto have Executive re-elected to the Board. Upon the termination of Executive’s employment for any reason, or similar transaction Executive shall resign from the Board (and any committees thereof) and the board of directors (and any committees thereof) of any of the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect affiliates effective as of the Commencement Date; and provided further that following any effective date of such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Companytermination. b. (b) During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media andExecutive, (i) subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees advisory committee of any business corporation or from accepting appointment to or continuing to serve on any charitable organizationboard of directors or trustees of charitable, civic, educational, professional, community or industry organizations (Executive has previously disclosed to the Company all such entities with which Executive is currently so affiliated), (ii) from participating in charitable, civic, educational, professional or industry organizations or (iii) from managing Executive’s passive personal investments; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 910. (c) Subject to the provisions hereof, Executive’s principal place of employment during the Employment Term shall be in Chicago, Illinois. (d) Executive represents and warrants that, as of the Effective Date, he is a lawful permanent resident of the United States and is eligible under the immigration laws of the United States to be employed by the Company under the terms and conditions described herein.

Position. a. During the Employment Term, (a) Executive shall serve as the Company’s President and Chief Operating Officer of the Company (the "PRESIDENT"), reporting directly to the Chief Executive Officer of the Company (“CEO”the "CHIEF EXECUTIVE OFFICER"). In such position, Executive shall have such duties and authority as are customarily performed and held by chief executive officers of like-sized companies, together with such duties and authorities as shall be determined from time to time If requested by the Board of Directors of the Company (the “Board”). If requested"BOARD") or the Chief Executive Officer, Executive shall also serve as a member of on the Board without additional compensation. Notwithstanding the foregoingand committees thereof, in the event that during the Employment Termas an executive, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive officer and director of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations subsidiaries of the Company and/or as in effect as a director of associated companies of the Commencement Date; Company without additional compensation and provided further that following subject to any policy of the Compensation Committee of the Company's Board (the "COMPENSATION COMMITTEE") with regard to retention or turnover of the director's fees. (b) Executive shall have such transactionduties and authority, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934consistent with his position, as amended, or any successor thereto, in respect of its beneficial ownership interest in shall be assigned to him from time to time by the CompanyChief Executive Officer. b. (c) During the Employment Term, Executive will shall devote Executive’s full substantially all of his business time and best efforts to the performance of Executive’s his duties hereunder and will hereunder. Nothing contained herein shall be construed to prohibit Executive from (i) owning less than ten percent (10%) of the outstanding securities of any publicly traded entity, (ii) pursuing any business opportunity that is not engage in Competition, as such term is defined in Section 10(b) below, with the Company or its subsidiaries or any portfolio company in which the Company or its subsidiaries hold securities (other business, profession than entities in which the Company or occupation for compensation or otherwise which would conflict or its subsidiaries make a nominal investment) (provided the time devoted by Executive to such personal investment does not materially interfere with the rendition of such services either Executive's duties hereunder), (iii) continuing service as a managing director, manager, partner, or member, directly or indirectly, without of any investment management business in which Executive serves in such capacity on the prior written consent Commencement Date, (iv) continuing service on any board of directors on which Executive serves as of the Board; provided Commencement Date or service as a director of a company that nothing herein is not in Competition with the Company or its subsidiaries or any portfolio company in which the Company or its subsidiaries hold securities (other than entities in which the Company or its subsidiaries make a nominal investment), provided, however, that Executive shall preclude Executive from serving not hold more than three (3) board seats at any time exclusive of his membership (if any) on the Board or the board of directors of Advanced Health Media and, subject to the prior approval any subsidiary or affiliate of the BoardCompany, or (v) service on the boards of directors of a reasonable number of charitable organizations so long as such service is not inconsistent with his position and duties hereunder (such activities described in clause (i), (ii), (iii), (iv) or (v) immediately preceding being herein referred to as the "ALLOWED ACTIVITIES"). Executive shall be entitled to retain any consideration that he receives from accepting appointment to or continuing to serve service permitted by clauses (iii) and (iv) of the immediately preceding sentence on any board of directors of a corporation unrelated to the Company. For purposes hereof, a "nominal investment" of the Company or trustees its subsidiaries will be determined in relation to the size of any business corporation investments made from time to time by the Company or any charitable organization; provided its subsidiaries in each caseits portfolio companies (including, and without limitation, investments made in the aggregateexchange for cash, that such activities do not conflict securities or interfere with the performance of Executive’s duties hereunder or conflict with Section 9services rendered).

Position. a. During You will be employed by the Employment TermCompany with the position of Chief Financial Officer (“CFO”). In this position, Executive shall serve as you will report to the Company’s Chief Executive Officer (“CEO”). In such position, Executive ) and you shall have such duties and authority responsibilities as are customarily performed customary for a CFO and held as may be assigned by chief executive officers of like-sized companies, together with such duties and authorities as shall be determined from time to time by the CEO or the Board of Directors of the Company (Company. While remote work is allowed, you will need to travel to the “Board”)Company’s San Jose, California, headquarter offices, as is required to fulfill your duties and responsibilities and to manage your team. If requestedAlso, Executive shall also serve your position will require travel from time-to-time elsewhere throughout the United States and internationally such as a member to our offices in Korea, Japan and China. As an employee of the Board without additional compensation. Notwithstanding Company, you will be expected to comply with the foregoingCompany’s personnel and other policies including, but not limited to, the Company’s policy prohibiting discrimination and unlawful harassment, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, conflicts of interest and violation of applicable laws in the event that during course of performing services to the Employment TermCompany. As an executive employee and officer of the Company you will be expected to administer and enforce these policies, with support from Human Resources and the Company’s legal counsel. As a full-time employee, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided requires that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will you devote Executive’s your full business time time, attention, skills and best efforts to the performance duties and responsibilities of Executive’s duties hereunder and your position. You agree that, during the term of your employment with the Company, you will not engage in any other businessemployment, profession occupation, consulting, or occupation other business activity directly related to the business in which the Company is now involved or becomes involved during the term of your employment, nor will you engage in any other activities that conflict with your obligations to the Company. It is understood that you will be assisting your former employer (Cenntro Electric Group, Ltd.) in their transition to a new CFO immediately following your departure. In this effort you will be engaged as a consultant for compensation or otherwise which would conflict or this purpose for approximately three (3) from your start date and this period will overlap with your initial fulltime employment at GCT. While we will accommodate this arrangement, you agree that you will perform your duties as a full-time CFO with GCT without interruption, and that your activities in such transition will not interfere with the rendition your obligations and duties with respect to GCT. ​ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ​ March 7, 2024 ​ Employment Agreement ​ Page 2 of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media and, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 9.4 ​

Position. a. During 2.1. The Company shall employ the Employment TermEmployee, Executive shall and the Employee hereby agrees to and will serve as the Company’s Chief Executive Officer (“CEO”)'s President & CEO from the Effective Date until otherwise decided by the Company's board of directors. 2.2. In such positionDuring the term of Employment hereunder, Executive shall have such duties the Employee agrees to devote his total attention and authority as are customarily performed and held by chief executive officers of like-sized companies, together with such duties and authorities as shall be determined from time to time by the Board of Directors of the Company (the “Board”). If requested, Executive shall also serve as a member of the Board without additional compensation. Notwithstanding the foregoing, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations and affairs of the Company as in effect as of required to discharge the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant responsibilities assigned to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will Employee hereunder. The Employee shall not engage be engaged in any other businessemployment nor actively engaged in any other business activities, profession or occupation in any other activities which may hinder the Employee's performance hereunder, with or without compensation, for compensation any other person, firm or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, company without the prior written consent of the Board; provided Company and shall have all responsibilities and powers that nothing herein usually apply to the positions held by the Employee as CEO (in which period he shall preclude Executive from also be considered a principal executive officer for purposes of SEC filings). 2.3. While serving on as CEO, the Employee shall report to the board of directors directors. 2.4. The scope of Advanced Health Media andthe Employee's position in the Company shall include from time to time, at the Company's sole discretion, rendering the same services stipulated herein, in whole or in part, also to any of the Company's subsidiaries. For the avoidance of any doubt, the parties hereby stipulate that rendering such services as aforesaid shall constitute an integral part of the Employee's position in the Company and shall not entitle the Employee with any right to additional compensation, remuneration or fee whatsoever. It is further agreed, that should the Employee claim for or demand from the Company or any of its subsidiaries any compensation, remuneration or fee for services rendered by him to any of such subsidiaries, the Company shall set-off and reduce the Employee's remuneration under this Agreement with the same amount claimed by the Employee from the subsidiaries. 2.5. The Employee's duties shall be in the nature of management duties that demand a special level of loyalty and accordingly the Work Hours and Rest Law 1951 of Israel, including any law amending or replacing such law, shall not apply to this Agreement. The parties hereto confirm that this is a personal services contract and that the relationship between the parties hereto shall not be subject to the prior approval any general or special collective employment agreement or any industry custom or practice, or practice of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees Company in respect of any business corporation of its other employees or any charitable organization; provided in each case, contractors. The Employee agrees that the execution and in delivery by the aggregate, that such activities do Employee of this Agreement and the fulfillment of the terms hereof (i) does not conflict with any agreement or interfere with undertaking by which the performance Employee is bound; and (ii) does not require the consent of Executive’s duties hereunder any person or conflict with Section 9.entity

Position. a. During the Employment Term, Executive shall serve as the Company’s Chief Executive Officer (“CEO”)of the Company. In such position, Executive shall have such duties and authority as are customarily performed and held by chief executive officers of like-sized companies, together with such duties and authorities as shall be determined from time to time by the Board of Directors of the Company Company, the Compensation Committee of the Board of Directors or such other delegate of the Board of Directors’ authority hereunder as the Board of Directors may designate (collectively, the “Board”). If requested, Executive shall also be nominated to serve as a member of the Board without additional compensation. Notwithstanding the foregoing, in the event that during the Employment Term, of Directors of the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (at the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign next Annual Meeting. Executive to shall serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all member of the material business operations Boards of Directors of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Companysubsidiaries without additional compensation if requested. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services services, either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media andExecutive, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organizationorganization or any industry association; provided further provided, in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 99 or Section 10. Set forth on Exhibit A hereto is a complete list, as of the Effective Date, of the Executive’s positions on any board of directors or trustees of any business corporation or any charitable organization. c. At all times during the Employment Term, Executive shall strictly adhere to and obey all of the Company’s written rules, regulations and policies, including without limitation the API Nanotronics Corp. Code of Ethics as provided to Executive on February 21, 2008, and as amended from time to time to conform to applicable rules and regulations or as determined by the Board or Directors, which govern the operation of the Company’s business and the conduct of employees of the Company.

Position. a. During (a) Commencing as of the Employment TermEffective Date, Executive shall serve as the Chief Executive Officer of the Company, as a member of the board of directors of Viking Parent, Inc. (the “Board”) and as Chairman of the Board. Executive shall report directly to the Board; provided, that the Board may at any time, in its sole discretion, change Executive’s position, title and/or duties to solely that of Chief Executive Officer, Executive Chairman of the Board or Chairman of the Board, and Executive shall have the duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, as applicable. The Board shall take such action as may be necessary to appoint or elect Executive as a member of the Board as of the Effective Date. Thereafter, during the portion of the Employment Term the Executive is serving as Chairman of the Board, the Board shall nominate Executive for re-election as a member of the Board at the expiration of the then current term, provided that the foregoing shall not be required to the extent prohibited by legal or regulatory requirements or to the extent Executive is serving solely as the Company’s Chief Executive Officer (“CEO”). In such position, Executive shall have such duties and authority or as are customarily performed and held by chief executive officers of like-sized companies, together with such duties and authorities as shall be otherwise determined from time to time by the Board of Directors of the Company (the “Board”). If requested, Executive shall also serve as an officer or a member of the Board of Directors of any of the Company’s direct or indirect subsidiaries without additional compensation. Notwithstanding the foregoing, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During the Employment Term, (b) Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which that would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive (i) from serving on the board of directors of Advanced Health Media andcorporate, civic or charitable boards or committees listed on Exhibit A or (ii) subject to the prior approval of the BoardBoard (which consent shall not be unreasonably withheld), from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or materially interfere with the performance of Executive’s duties hereunder or conflict with Section 910 hereof.

Position. a. During On the Employment TermEffective Date, the Executive shall serve will be employed as the Company’s President and Chief Executive Officer (“CEO”)Officer, reporting to the Board. In such positionDuring the term of employment, the Executive shall have such be employed by the Company on a full-time basis and shall perform the duties and authority as are customarily performed responsibilities of the Executive’s positions and held by chief executive officers of like-sized companies, together with offices and such other duties and authorities responsibilities on behalf of the Company and its affiliates, related to one or more of the Executive’s positions and offices, as shall may be determined assigned to the Executive from time to time by the Board or a designated committee thereof. During the term of Directors employment, the Executive shall devote the Executive’s full business time and the Executive’s best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company (and its affiliates and to the “Board”)discharge of the Executive’s duties and responsibilities hereunder. If requested, The Executive shall also not accept membership on any board of directors or other governing board of any company, organization, trust or entity or engage in any other business-related or professional activity without the prior approval of two independent directors including the Lead Independent Director and the Chair of the Corporate Governance and Nominating Committee; provided, that the Executive may engage in the passive management of the Executive’s personal and family investments and in charitable and community activities; provided, that such activities do not, individually or in the aggregate, give rise to a conflict of interest or otherwise materially interfere with the Executive’s performance of the Executive’s duties and responsibilities to the Company and its affiliates under this Agreement or the time required for their performance or breach the Executive’s obligations set forth in the Inventions Agreement. The Board shall take such action as may be necessary to appoint or elect the Executive as a member of the Board as of the Effective Date. The Company agrees to propose to the shareholders of the Company at the 2020 annual meeting of the shareholders and at each appropriate annual meeting of such shareholders during the term of employment the election or re-election of the Executive as a member of the Board and, if elected, the Executive shall so serve as a member of the Board without additional compensationBoard. Notwithstanding At the foregoing, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media and, subject to the prior approval request of the Board, upon termination of the Executive’s employment with the Company for any reason, the Executive shall resign as a member of the Board and, upon termination of the Executive’s employment with the Company for any reason, the Executive shall resign from accepting appointment to or continuing to serve on the Executive’s offices as President and Chief Executive Officer of the Company and shall resign from any board of directors or trustees of any business corporation other positions, offices and directorships he may have with the Company or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 9its affiliates.

Position. a. During Executive’s employment with the Employment TermCompany started on December 27, 2006 and all his rights with respect to seniority shall be based on such date. Executive shall serve continue to be employed by the Company to render services to the Company in the position of Chief Financial Officer of the Company and in respect of his duties as the Company’s Chief Executive Officer (“CEO”). In such positionsuch, Executive shall have such duties and authority as are customarily performed and held by chief executive officers of like-sized companies, together with such duties and authorities as shall be determined from time report to time by the Board of Directors of the Company (the “Board”), and will also hold the position of Chief Executive Officer of Mobileye N.V., the Company’s parent company (the “Parent”), reporting in such capacity to the entire Board of Directors of the Parent (the “Parent’s Reportee”). If requestedExecutive shall perform such duties as are customary in the foregoing positions, or as directed by the Board and the Parent’s Reportee, respectively, without any additional compensation for the performance of his duties as Chief Financial Officer of the Parent. Executive shall abide by the Company’s and the Parent’s rules and practices, as adopted or modified from time to time in the Board’s and the Parent’s Reportee’s sole discretion. It is agreed that Executive’s position is a management one and/or one that requires a special degree of personal trust, as defined in the Working Hours and Rest Law, 1951. Therefore, Executive shall also serve not be granted any other compensation or payment other than as a member expressly specified under this Agreement. Executive undertakes not to claim that the Working Hours and Rest Law applies to his employment with the Company. Executive acknowledges the legitimacy of the Board without additional compensation. Notwithstanding the foregoing, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, requirement to work “overtime” or during “weekly rest-hours” without being entitled to “overtime compensation” or “weekly rest-hour compensation” (as these terms are defined in the “Combined Enterprise”Working Hours and Rest Law), the Company may reassign and Executive undertakes to serve as the President or in another capacity as the most senior executive of a division of comply with such Combined Enterprise (the “Division”); provided that such Division includes substantially all requirements of the material business operations of Company, to the Company as in effect as of extent reasonably possible. Executive acknowledges that the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues compensation to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D which Executive is entitled pursuant to the Securities Exchange Act of 1934this Agreement constitutes adequate compensation for his work during “overtime” or “weekly rest-hours”. This Agreement is considered as a personal employment agreement. Nothing herein shall derogate from any right Executive may have, as amendedif at all, in accordance with any law, expansion order, collective bargaining agreement, employment agreement or any successor thereto, in other agreement with respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance terms of Executive’s duties hereunder and employment, if relevant. Any previously signed employment agreement will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media and, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 9be terminated upon signing this Agreement.

Position. a. During the Employment Term, Executive shall serve as (a) You agree that the Company’s Chief Executive Officer offer to employ you is contingent upon the Company obtaining results of its investigation into your background that it determines in its sole discretion to be satisfactory. This Agreement shall not become effective until you report, ready, willing and able to work on April 15, 2019 (“CEOCommencement Date”). In such positionDuring your employment with the Company pursuant to this Agreement, you will hold the title of Senior Vice President, Chief Medical Officer. As the Senior Vice President, Chief Medical Officer you shall report directly to the Chief Executive shall have such Officer. By signing this Agreement, you agree to perform the duties and authority as are customarily performed fulfill the responsibilities normally inherent in the position of Senior Vice President, Chief Medical Officer and held by chief executive officers of like-sized companies, together with such other duties and authorities responsibilities as shall be determined may from time to time by reasonably be assigned to you. You will be primarily located and working from our New York office, located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇. For the first calendar year of your employment, you agree to spend four days per week at our Maryland, Corporate Headquarters office located in Rockville, MD, unless otherwise mutually agreed to in writing. (b) You agree that, to the best of your ability and experience, you will at all times loyally and conscientiously perform all of the duties and obligations required of and from you pursuant to the express and implicit terms hereof, and to the reasonable satisfaction of the Company. During the term of your employment with the Company, you further agree that (i) you will devote substantially all of your business time and attention to the business of the Company, (ii) the Company will be entitled to all of the benefits and profits arising from or incident to all such business services, (iii) you will not render commercial or professional services of any nature to any person or organization outside of the Company without the prior written approval of the Company’s Board of Directors of the Company (the “Board”). If requested, Executive shall also serve as a member and (iv) you will not directly or indirectly engage or participate in any business that is competitive in any manner with the business of the Board without additional compensationCompany. Notwithstanding the foregoingabove, in the event that during the Employment Termyou may continue, on your own time, at your own expense and so as to not interfere with your duties and responsibilities at the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media and, subject to the prior approval of the BoardCompany’s Chief Executive Officer, from accepting appointment to serve as a member of an advisory board or continuing to serve on any board of directors of other companies that are not competitive in any manner with the Company, (ii) accept speaking or trustees of any business corporation or any charitable organization; provided presentation engagements in each caseexchange for honoraria, and (iii) participate in civic, educational, charitable or fraternal organizations. This Agreement does not prevent you from owning no more than one percent (1%) of the aggregate, that such activities do not conflict outstanding equity securities of a corporation whose stock is listed on a national stock exchange and is a competitor or interfere with potential competitor of the performance of Executive’s duties hereunder or conflict with Section 9Company.

Position. a. During The Company hereby engages Employee to render personal services as Senior Vice President and Chief Financial Officer of the Employment TermCompany and of ▇▇▇▇▇▇▇▇ Broadcasting, Executive shall serve as the Company’s Chief Executive Officer Inc., a Delaware corporation (“CEOLBI”), and their respective subsidiaries and affiliates. In such positionThe Company, Executive on behalf of LBI, hereby consents to Employee serving as Senior Vice President and Chief Financial Officer of LBI. Employee shall have perform such duties and authority have such responsibilities related to his position as are customarily performed Senior Vice President and held by chief executive officers of like-sized companies, together with such duties and authorities Chief Financial Officer as shall be determined assigned from time to time by the Board of Directors of the Company (the “Board”)Company. If requested, Executive shall also serve as a member of the Board without additional compensation. Notwithstanding the foregoing, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (Without limiting the Company’s business thereafterdiscretion concerning the assignment of reasonable future duties to Employee, Employee will have the duties described in this paragraph. Employee will be based in the Company’s principal office in Burbank, California, provided, however, that Employee may be required to travel as necessary and appropriate or as required by the Company. Employee will be responsible for performing the customary duties of a Senior Vice President and Chief Financial Officer as assigned from time to time by the Company and as prescribed in the Amended and Restated Bylaws of LBI Media Holdings, Inc. (“Combined EnterpriseBylaws”), including, but not limited to, the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, following: (i) CBaySystems Holdings Limited continues serving as the Company’s principal financial and accounting officer reporting directly to own a direct or indirect majority interest in the Company and President of the Company; (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in managing the Company. b. During ’s accounting and finance operations and banking relationships; (iii) managing the Employment TermCompany’s information technology systems and functions; (iv) managing the Company’s human resources operations; (v) overseeing real estate and facilities functions; (vi) overseeing the Company’s risk management and insurance functions; and (vii) managing investor relations. Employee hereby accepts such employment and agrees to devote his full employment energies, Executive will devote Executive’s full business interest, abilities and time and best efforts to the performance of ExecutiveEmployee’s duties hereunder to the Company or any of its affiliated entities as assigned by the Company. Employee shall promptly and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere faithfully comply with all the rules and regulations of applicable governmental regulatory agencies and with the rendition of such services either directly or indirectlyreasonable instructions, without the prior written consent directions, requests, rules and regulations of the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media and, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided Company in each case, and in the aggregate, that such activities do not conflict or interfere connection with the performance of ExecutiveEmployee’s duties hereunder duties. Employee acknowledges and agrees that he is an “exempt” employee under the Fair Labor Standards Act and under the Wage Orders of the California Industrial Welfare Commission and the regulations and judicial and administrative decisions interpreting and applying such laws. The Parties acknowledge and agree that Employee’s services are expected to include services for or conflict with Section 9respect to the Company’s direct and indirect subsidiaries and affiliated companies, and that pursuant to practices established or maintained by the Company and its subsidiaries, the payments to Employee under this Agreement may be made by one or more of the Company’s subsidiaries or affiliated companies.

Position. a. During The terms of Employee’s position with the Employment Term, Executive Company are as set forth below: (a) Employee shall serve as the Company’s Chief Executive Financial Officer (“CEOCFO”). In such position, Executive ) of DiamiR and shall have such responsibilities, duties and authority as are customarily performed normally ascribed to that position and held by chief executive officers of like-sized companiesall such other responsibilities, together with such duties and authorities as shall be determined authority assigned to Employee by the Board of the Company from time to time in its sole discretion. The Employee’s employment by the Board of Directors of the Company (the “Board”)DiamiR shall be full-time and exclusive. If requested, Executive Employee shall also serve as a member of the Board without additional compensation. Notwithstanding the foregoing, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (act at all times to promote the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes and best interests. Employee shall devote substantially all business time, labor, skill, undivided attention and best ability to the performace of his duties hereunder in a manner, which will faithfully and diligently further and expand the business and interests of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s full business time and . The Employee shall use his best efforts to the performance of Executive’s perform his duties hereunder and will not engage in any other businesshereunder. The Employee may, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from , devote up to 25% of his time to consulting for non-competitive third parties, including serving on the board Board of directors Directors of Advanced Health Media andnon-competitive third parties, subject to the prior approval extent that, in the reasonable judgment of the BoardBoard or its designee, such consulting does not (i) interfere in any material respect with Employee’s ability to discharge Employee’s duties and responsibilities to the Company, or (ii) violate the Conflicts provision of Employees’s Non-Disclosure and IP Assignment Agreement. The engagement with each such third party shall be pre-approved in writing by the Board of DiamiR or its designee, with such approval not unreasonably withheld or delayed, Nothing in this clause shall preclude the Employee from accepting appointment to holding any shares or continuing to serve other securities of any competitor that is listed on any board securities exchange or recognized securities market anywhere if such shares or securities represent less than 5% of directors the competitors outstanding shares and securities. The Employee shall notify the Company in writing of his interest in such shares or trustees securities in a timely manner and with such details and particulars as the Company may reasonably require. (b) Employee will directly report to the Board of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 9Company.

Position. a. (a) During the Employment Term, Executive shall serve as Executive Vice President and President, Global Operations of the Company’s Chief Executive Officer (“CEO”). In such position, Executive shall have such duties and authority as are customarily performed and held by chief executive officers of like-sized companies, together with such duties and authorities as shall be determined from time to time by the Chief Executive Officer of the Company (the “Chief Executive Officer”) and the Board of Directors of the Company (the “Board”). If requested, Executive shall also serve as a member of the Board or other governing bodies of the Company or its subsidiaries without additional compensation. Notwithstanding the foregoing, in the event that during . (b) During the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (Executive’s principal place of employment shall be the Company’s business thereafterheadquarters in McLean, Virginia (the “Combined EnterprisePrincipal Place of Employment”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest where he shall spend his full working time in the Company and performance of his duties (ii) SAC PEI CB Investment, L.P. remains obligated subject to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Companycustomary travel consistent with Executive’s duties). b. (c) During the Employment Term, Executive will devote Executive’s his full business working time and reasonable best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media and, subject to the prior approval of the Board, from (i) accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation corporation, (ii) serving as an officer or any charitable organization; provided director or otherwise participating in each casenon-profit educational, welfare, social, religious and civil organizations, including, without limitation, all such positions and participation in effect as of the Effective Date, and in the aggregate(iii) managing personal and family investments; provided, however, that any such activities as described in (i), (ii) or (iii) of the preceding provisions of this paragraph do not conflict or significantly interfere with the performance and fulfillment of Executive’s duties hereunder and responsibilities as an executive of the Company in accordance with this Agreement or conflict with Section 96.

Position. a. (a) During the Employment Term, Executive shall serve as the Company’s President and Chief Executive Officer (“CEO”). In such positionOfficer, Executive shall have such duties and authority as are customarily performed and held by chief executive officers of like-sized companies, together with such duties and authorities as shall be determined from time reporting only to time by the Board of Directors of the Company (the “Board”). If requestedIn such position, Executive shall also be the most senior executive of the Company and all other senior executives of the Company shall report to Executive. During the Employment Term, Executive shall have and exercise direct charge of, and general supervision over, the business and affairs of the Company and shall have such other duties, functions, responsibilities and authority consistent with, and customary for, a senior executive holding the title of President and CEO. Executive shall continue to serve as a member of the Board without additional compensation. Notwithstanding the foregoing, in Executive will not be appointed to any formal officer positions or as a member of the event that during Board until he has been, to the Employment Termextent legally required, qualified under applicable law to hold such positions (and the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”will take all reasonable actions necessary to qualify him therefor), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. (b) During the Employment Term, Executive will devote Executive’s his full business working time and reasonable best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from (i) serving for the organizations, and in the capacities, set forth on the board of directors of Advanced Health Media andSchedule 2(b) attached hereto, subject to the prior approval of the Board, from (ii) accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation corporation, (iii) serving as an officer or any charitable organization; provided director or otherwise participating in each casenon-profit educational, welfare, social, religious and civil organizations, including, without limitation, all such positions and participation in effect as of the Effective Date, and in the aggregate(iv) managing personal and family investments; provided, however, that any such activities as described in (i), (ii), (iii) or (iv) of the preceding provisions of this paragraph do not conflict or significantly interfere with the performance and fulfillment of the Executive’s duties hereunder and responsibilities as an executive or director of the Company in accordance with this Agreement or conflict with Section 96.

Position. a. During the Employment Term, Executive shall serve as the Company’s Chief Executive Officer (“CEO”)of the Company. Executive shall also have the option of assuming the title of President of the Company. In such position, Executive shall have such duties and authority as are customarily performed and held by chief executive officers of like-sized companies, together with such duties and authorities as shall be determined from time to time by the Compensation Committee of the Board of Directors (“Comp Committee”) or such other designees of the Company Board of Directors’ authority hereunder as the Board of Directors may designate (collectively, the “Board”). If Executive agrees to serve, if requested, without additional compensation, as an officer for each of the Company’s subsidiaries and other affiliates, including any entities in which the Company has a significant investment. Executive shall also be nominated to serve as a member of the Board of Directors of the Company on or prior to the Company’s 2010 Annual Meeting. Executive shall serve as a member of the Boards of Directors of the Company and any of its subsidiaries or other affiliates without additional compensation, if requested. Notwithstanding the foregoing, As used in the event that during the Employment Termthis Agreement, the Company materially expands its business or business operations through a mergerterm “affiliates” will include any entity controlled by, consolidation, business combinationcontrolling, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive under common control of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services services, either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media andExecutive, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided organization or any industry association further provided, in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 99 or Section 10. Set forth on Exhibit A hereto is a complete list, as of the Effective Date, of the Executive’s positions on any board of directors or trustees of any business corporation or any charitable organization. c. At all times during the Employment Term, Executive shall strictly adhere to and obey all of the Company’s written rules, regulations and policies, including without limitation the CECO Environmental Corp. Code of Ethics and Corporate ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy as provided to Executive on February , 2010, and as amended from time to time to conform to applicable rules and regulations or as determined by the Board or a committee thereof, which govern the operation of the Company’s business and the conduct of employees of the Company.

Position. a. During the Employment Term, (i) Executive shall serve as the Company’s Executive Vice President of Franchise Group, reporting to the Chief Executive Officer (“CEO”)of Franchise Group. In such position, Executive shall have such duties duties, responsibilities and authority as are is customarily performed and held by chief executive officers of like-sized companies, together associated with such duties position and authorities shall have such other duties, as shall may be determined reasonably assigned from time to time by the Board Chief Executive Officer of Directors Franchise Group, consistent with Executive’s position and the terms of this Agreement. (ii) Executive shall devote sufficient business time and attention to the business of the Company (the “Board”). If requestedas necessary in order to perform Executive’s duties in a competent, Executive shall also serve as a member of the Board without additional compensationdiligent, and professional manner. Notwithstanding the foregoing, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from (1) engaging in other business activities; (2) serving on the board as an officer or a member of directors of Advanced Health Media andcharitable, subject to the prior approval of the Boardeducational or civic organizations; (3) engaging in charitable activities and community affairs; and (4) managing Executive’s personal investments and affairs; provided, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregatehowever, that such service and activities do not conflict or not, in the Company’s reasonable opinion, materially interfere with the performance of Executive’s duties hereunder on behalf of the Company, create any conflict of interest as it relates to the Company, and are not represented in a manner that suggests the Company supports or conflict endorses the services or activities without the advance approval of the Company. Executive shall be responsible for complying with Section 9all policies and operating procedures of the Company applicable to all senior executives of the Company (that are provided or made available to the Executive) in the performance of Executive’s duties on behalf of the Company, including any clawback or recoupment policy adopted by Franchise Group. (iii) Executive’s principal place of employment shall be based in Boston, Massachusetts as of the Effective Date. Notwithstanding the foregoing, Executive shall travel to such other places, including, without limitation, the site of such facilities of the Company and its Affiliates as are established from time to time, at such times as are advisable for the performance of Executive’s duties and responsibilities under this Agreement. Executive shall submit to the Company all business, commercial and investment opportunities or offers presented to Executive or of which Executive becomes aware which relate to the business of the Company (the “Company Opportunities”). Unless approved by the Board, Executive shall not accept or pursue, directly or indirectly, any Company Opportunities on Executive’s own behalf.

Position. a. During the Employment Term, (i) Executive shall serve as in the Company’s position of President and Chief Executive Officer (“CEO”)in a full-time capacity. In such position, Executive shall have such duties and authority as are is customarily performed and held by chief executive officers of like-sized companies, together associated with such position and shall have such other titles, duties and authorities responsibilities, consistent with Executive’s position, as shall may be determined assigned from time to time by the Board of Directors Board, and upon request of the Company (the “Board”). If requested, Executive shall also serve as an officer or director of any Company affiliates. Executive will be based at the Company’s headquarters in Denver, Colorado, subject to reasonable required travel on the Company’s business. (ii) During the Employment Term, the Board shall nominate Executive for re-election as a member of the Board without additional compensation. Notwithstanding at the foregoingexpiration of his then-current term, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant foregoing shall not be required to the Securities Exchange Act of 1934, as amended, extent prohibited by legal or any successor thereto, in respect of its beneficial ownership interest in the Companyregulatory requirements. b. During the Employment Term, (iii) Executive will shall devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media andExecutive, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization, serving on civic and charitable institutions and managing Executive’s personal financial affairs; further provided in each case, and in the aggregate, that such activities do not conflict or unreasonably interfere with the performance of Executive’s duties hereunder or conflict with Section 9.7. Notwithstanding anything to the contrary herein, during the Employment Term, Executive may continue to serve as a member of the Board of Directors of Denbury Resources Inc. and PDC Energy, Inc.

Position. a. (a) During the Employment Term, Executive shall serve as the Company’s President, Prepaid, shall report directly to the Chief Executive Officer of the Company (the “Chief Executive Officer”) and shall have full authority for the day to day operations of the Company’s entire prepaid wireless business (“CEOPrepaid”). In , subject to oversight by and prior approval of the Chief Executive Officer for major transactions and financial commitments, and such other duties, consistent with Executive’s position, Executive shall have such duties and authority as are customarily performed and held by chief executive officers of like-sized companies, together with such duties and authorities as shall be determined from time to time by the Board of Directors of the Company (the “Board”)Chief Executive Officer. If requested, Executive shall also serve as a member have exclusive authority with regard to the hiring and firing of all employees (other than himself) and consultants of Prepaid; provided that (i) Executive shall consult with the Board without additional compensationChief Executive Officer with regard to the hiring and firing of senior executives in Prepaid and (ii) following consultation with Executive, the Chief Executive Officer shall retain the right to unilaterally terminate the employment of any such employee or consultant for cause. Notwithstanding the foregoing, Executive’s authorities and duties shall in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant cases be subject to the Securities Exchange Act of 1934fiscal policy, annual plans and budgets, as amended, or any successor thereto, in respect of its beneficial ownership interest in determined from time to time by the Company. b. (b) During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would materially conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the BoardChief Executive Officer; provided that nothing herein shall preclude Executive (i) from serving continuing to serve on the any board of directors directors, advisory committees or boards of Advanced Health Media andtrustees of those business corporations and/or charitable organizations listed on Schedule I hereto, (ii) from being involved in charitable, professional and political support activities, (iii) from managing his personal and family investments and (iv) subject to the prior approval of the BoardChief Executive Officer, from accepting appointment to or continuing to serve on any board additional boards of directors or trustees advisory committees of any business corporation or any charitable organization; provided corporation, provided, in each case, and in the aggregate, that such activities do not materially conflict or interfere with the performance of Executive’s duties hereunder or conflict or interfere with Section 910. (c) The principal place of Executive’s employment hereunder shall be in Northern or Central New Jersey or New York City, New York subject to such travel as may be reasonably necessary in connection with Executive’s performance of his duties to the Company (the “Principal Place of Employment”).

Position. a. During Commencing on the date immediately following the date that the Company files with the Securities and Exchange Commission (“SEC”) its Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, and thereafter during the remainder of the Employment Term, Executive shall is appointed to serve as Chief Financial Officer of the Company’s Chief , and Executive Officer (“CEO”)accepts such appointment. In such position, Executive shall have such duties and authority as are customarily performed and held by chief executive officers of like-sized companiesshall, together with such duties and authorities as shall be subject to any limitations or other directions determined from time to time by the Board of Directors of the Company (the “"Board”"). If requested, which limitations and/or directions shall be consistent with state and federal law, have such duties and authority as are consistent with the position of Chief Financial Officer of a company of similar size and nature, including: (i) Financial planning, budget, forecasting and analysis processes; (ii) Contract review; (iii) Accounts receivable/payable; (iv) Developing/maintaining organization’s financial management policies, ensuring compliance with applicable law and Board policy; (v) Reviewing financial statements, preparing and filing SEC filings; (vi) Present Company’s financials to shareholders, analysts and potential investors; (vii) Compliance with ▇▇▇▇▇▇▇▇-▇▇▇▇▇, accounting; (viii) Managing/directing outside financial auditors; (ix) Managing Treasury functions; (x) Overseeing all aspects of company financial controls; and may include with the Chief Executive shall also serve as a member Officer, investor relations, directing outside legal counsel and preparation of materials for meetings of the Board without additional compensationof Directors. Notwithstanding Executive shall report directly to the foregoingChief Executive Officer. At no point, in however, shall the event that during Executive be required to undertake any actions at the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all direction of the material business operations Board of the Company as in effect as of the Commencement Date; and provided further that following any such transactionDirectors, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amendedChief Executive Officer, or any successor thereto, other person which the Executive reasonably believes is in respect violation of its beneficial ownership interest in the Companystate and/or federal law. b. During the Employment Term, Executive will shall devote Executive’s his full business time and best efforts attention to the performance of Executive’s his duties hereunder and will hereunder, which shall be performed primarily at the offices of the Company in Fairfield, New Jersey. Without the prior written consent of the Board, which consent may not be unreasonably withheld, Executive shall not engage in any other business, profession or occupation for compensation or otherwise which that would conflict or interfere with the rendition of such his services either directly hereunder or indirectly, without adversely affect or negatively reflect upon the prior written consent Company. c. Due consideration will be given by the Board to appointing the Executive Chief Operating Officer of the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media and, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and Company in the aggregate, that such activities do not conflict or interfere with event of outstanding performance by the performance of Executive’s duties hereunder or conflict with Section 9Executive during the Term.

Position. a. During the Employment Term, i. Executive shall serve as the Company’s Chief Franchising Officer of Franchise Group, reporting to the Chief Executive Officer (“CEO”)of Franchise Group. In such position, Executive shall have such duties duties, responsibilities and authority as are is customarily performed and held by chief executive officers of like-sized companies, together associated with such duties position and authorities shall have such other duties, as shall may be determined reasonably assigned from time to time by the Board Chief Executive Officer of Directors Franchise Group, consistent with Executive’s position and the terms of the Company (the “Board”)this Agreement. ii. If requested, Executive shall also serve as a member of the Board without additional compensation. Notwithstanding the foregoing, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes devote substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder on behalf of the Company, and will not engage in or be concerned with any other businesscommercial duties or pursuits, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that . Notwithstanding the foregoing, nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media and, subject to the prior approval of the Board, from accepting appointment to or (1) continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and engage in the aggregateoutside, activities disclosed here: [_________] (if left blank, then there are no such activities for which approval has been provided); (2) serving as an officer or a member of charitable, educational or civic organizations; (3) engaging in charitable activities and community affairs; and (4) managing Executive’s personal investments and affairs; provided, however, that such service and activities do not conflict or not, in the Company’s reasonable opinion, interfere with the performance of Executive’s duties hereunder on behalf of the Company, create any conflict of interest as it relates to the Company, and are not represented in a manner that suggests the Company supports or conflict endorses the services or activities without the advance approval of the Company. Executive shall be responsible for complying with Section 9all policies and operating procedures of the Company applicable to all senior executives of the Company (that are provided or made available to the Executive) in the performance of Executive’s duties on behalf of the Company, including any clawback or recoupment policy adopted by Franchise Group. i. Executive’s principal place of employment shall be based in Atlanta, GA as of the Effective Date. Notwithstanding the foregoing, Executive shall travel to such other places, including, without limitation, the site of such facilities of the Company and its Affiliates as are established from time to time, at such times as are advisable for the performance of Executive’s duties and responsibilities under this Agreement. Executive shall submit to the Company all business, commercial and investment opportunities or offers presented to Executive or of which Executive becomes aware which relate to the business of the Company (the “Company Opportunities”). Unless approved by the Board, Executive shall not accept or pursue, directly or indirectly, any Company Opportunities on Executive’s own behalf.

Position. a. During (a) At the start of the Employment Term, Executive shall serve as the Company’s Chief President, Western Region of the Company and its direct and indirect parents (including PBF Energy Inc.), subsidiaries and affiliates (collectively, the “PBF Companies”) as his primary occupation. Executive Officer shall also serve in such positions for the PBF Companies as determined by the Board of Directors of PBF Energy Inc. (the “CEOBoard”), provided however, the only compensation paid to Executive shall be through this Agreement. In such positionpositions, Executive shall have such duties and authority as that are customarily performed and held by chief executive officers customary for those positions of like-sized companies, together with such duties and authorities as shall be determined from time to time by the Board of Directors companies of the Company (the “Board”). If requestedsize, Executive shall also serve as a member type and nature of the Board without additional compensationCompany. Notwithstanding the foregoing, in the event Executive acknowledges that during the Employment Term, he may spend a significant amount of his time traveling for purposes of Company business. Executive acknowledges that as an exempt member of management he will neither be paid for any overtime or excess time for hours exceeding the Company materially expands its regular working hours per week nor for additional time for weekend work. The base salary of Executive as set forth in this Agreement covers the remuneration of any extra hours or weekend work. (b) Executive shall devote an appropriate amount of time and energy to the business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all and affairs of the material business operations of the Company as in effect as of the Commencement Date; PBF Companies and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will shall not engage be engaged in any other businessbusiness activity, profession whether or occupation not such business activity is pursued for compensation gain, profit or otherwise other pecuniary advantage, unless the Company consents to Executive’s involvement in such business activity in writing. In addition, this restriction shall not be construed as preventing Executive from investing his assets in a form or manner that will not require Executive’s services in the operation of any of the companies in which would conflict such investments are made. Executive may also serve on boards of directors and other positions with non-profit and for-profit organizations as to which the Board may from time to time consent, which consent shall not be unreasonably withheld, delayed or conditioned, so long as such service does not materially interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media and, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties obligations hereunder or conflict with Section 9violate Sections 9 and 10 hereof.

Position. a. During the Employment Term, (a) Executive shall serve as the Company’s Chief Executive Officer (“CEO”)and President of the Company and have the general powers and duties of supervision and management usually vested in the office of Chief Executive Officer of the Company. In such position, Executive shall have such duties and authority as are customarily performed and held by chief executive officers of like-sized companies, together with such duties and authorities as shall be determined from time to time by the Board of Directors of the Company (the “"Board”)") in its sole discretion. The Company will use its best efforts to cause Executive to be nominated to the Board and to serve as Chairman of the Board. If requestedelected, Executive shall also agrees to serve as a member of on the Board and its committees and as Chairman without additional compensation. Notwithstanding In the foregoingperformance of his duties, in Executive shall comply with the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations policies and procedures of the Company as (presently in effect or as may be reasonably modified or established hereafter) and be subject to the direction of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the CompanyBoard. b. (b) During the Employment Termterm of his employment hereunder, Executive will devote Executive’s full all of his business time and best efforts to the performance of Executive’s his duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services services, either directly or indirectly, without the prior written consent of the Board; provided . Notwithstanding any provision of this Agreement to the contrary, any breach of the provisions of this Section 1(b) shall permit the Company to terminate the employment of Executive for Cause. The Company acknowledges that Executive has advised it that he is receiving and will continue to receive certain unspecified compensation from his former employer, International Technology ("IT") Corporation, pursuant to a severance arrangement and that nothing herein shall preclude in that severance arrangement precludes Executive from serving being employed by the Company. Executive acknowledges and agrees that in the event IT Corporation ceases to make payments to Executive under of said severance arrangement or other agreement because of Executive's employment with the Company, the Company has no obligation to make him whole or otherwise pay him the monies and other benefits IT Corporation promised or otherwise may owe him. The Company acknowledges that Executive presently sits on the board Board of directors of Advanced Health Media and, subject to the prior approval Trustees of the BoardHarvey Mudd College, the Board of Advisors at the ▇▇▇▇▇▇▇▇ ▇chool of Chemical Engineering, the Rensselaer Polytechnic Institute Board of Advisors at the School of Civil Engineering, and the Board of Trustees of the Hugh O'Brian Youth Foundation. (c) To th▇ ▇▇st ▇▇ ▇▇ecutive's knowledge, Executive represents and warrants that he is not a party to any agreement, contract, or understanding, whether of employment or otherwise, which would in any way restrict or prohibit him from accepting appointment undertaking or performing his employment and other obligations in accordance with the terms and conditions of this Agreement. Executive further agrees to or continuing to serve on any board of directors or trustees indemnify and hold harmless the Company and its past and present officers, directors, employees, agents, owners, stockholders, represen-tatives, and attorneys from and against and in respect of any business corporation and all claims alleging that (a) Executive is so restricted or any charitable organization; provided prohibited or (b) the Company has committed a wrongful act in each casenegotiating with, and in employing the aggregateservices of, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 9.

Position. a. During (a) Company agrees to employ Employee in the Employment Term, Executive shall serve as position of President of the Company’s . Employee will report to ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President and Chief Executive Operating Officer (“CEO”)of EPIQ. In Employee's primary duties shall include, but not be limited to, the general management of the BSI business unit; the maintenance of the existing Debtor in Possession and law firm relationships; the development of new Debtor in Possession and law firm relationships; the maintenance and support of the Company's existing relationships following the date of this Agreement; the development and implementation of a business plan for the Company, and such position, Executive shall have such further duties and authority as are customarily performed and held by chief executive officers of like-sized companies, together with such duties and authorities as shall be determined from time to time by the Board of Directors of the Company (may from time to time assign to Employee. Employee's principal location for employment shall be New York, New York, although both Employee and Company agree that travel will be required to perform Employee's duties, consistent with past practice, which shall include travel in connection with attendance at quarterly meetings at EPIQ's headquarters in Kansas City, Kansas, and the “Board”). If requestedperformance of special projects for Company, Executive shall also serve as a member of the Board without additional compensation. Notwithstanding the foregoingincluding, in the event that during the Employment Termbut not limited to, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive duties related to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the potential acquisitions by Company. b. During the Employment Term(b) Employee shall devote all of Employee's working time to such employment, Executive will shall devote Executive’s full business time and Employee's best efforts to advance the performance interests of Executive’s duties hereunder the Company, and will shall not engage in any other businessbusiness activities, profession as an employee, director, consultant, or occupation for in any other capacity, whether or not Employee receives any compensation or otherwise which would conflict or therefore, that interfere with the rendition of such services either directly or indirectly, Employee's employment by the Company without the prior written consent of the Board; provided Board of Directors of the Company. It is understood that nothing herein Employee shall preclude Executive from serving perform to the same high standards, quality and efforts with which he performed his role at the Company prior to the execution of this Employment Agreement. (c) The term of Employee's employment under this Agreement shall commence on the board Effective Date and shall continue during the period ending on the fifth anniversary of directors of Advanced Health Media andthe Effective Date (the "Initial Term"). In the event the parties wish to renew this Agreement beyond the Initial Term, subject the Company and Employee must give six (6) months written notice to the prior approval other party hereto of such intention to renew. This Agreement shall not renew without the Boardwritten consent of both parties. The Initial Term, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere together with the performance of Executive’s duties hereunder or conflict with extension pursuant to this Section 91(c), as applicable, is referred to herein as the Term.

Position. a. During Executive’s employment with the Employment TermCompany started on March 1, 1999 and all his rights with respect to seniority shall be based on such date. Executive shall serve continue to be employed by the Company to render services to the Company in the position of Chief Technology Officer of the Company and in respect of his duties as the Company’s Chief Executive Officer (“CEO”). In such positionsuch, Executive shall have such duties and authority as are customarily performed and held by chief executive officers of like-sized companies, together with such duties and authorities as shall be determined from time report to time by the Board of Directors of the Company (the “Board”), and will also hold the position of Chief Technology Officer, executive director (uitvoerende bestuurder) and Chairman of Mobileye N.V., the Company’s parent company (the “Parent”), reporting in such capacity to the entire Board of Directors of the Parent (the “Parent’s Reportee”), including the non-executive directors (niet-uitvoerende bestuurders) of the Parent’s Reportee in their supervisory capacity. If requestedExecutive shall perform such duties as are customary in the foregoing positions, or as directed by the Board and the Parent’s Reportee, respectively, without any additional compensation for the performance of his duties as Chief Technology Officer, director and Chairman of the Parent. Executive shall abide by the Company’s and the Parent’s rules and practices, as adopted or modified from time to time in the Board’s and the Parent’s Reportee’s sole discretion. It is agreed that Executive’s position is a management one and/or one that requires a special degree of personal trust, as defined in the Working Hours and Rest Law, 1951. Therefore, Executive shall also serve not be granted any other compensation or payment other than as a member expressly specified under this Agreement. Executive undertakes not to claim that the Working Hours and Rest Law applies to his employment with the Company. Executive acknowledges the legitimacy of the Board without additional compensation. Notwithstanding the foregoing, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, requirement to work “overtime” or during “weekly rest-hours” without being entitled to “overtime compensation” or “weekly rest-hour compensation” (as these terms are defined in the “Combined Enterprise”Working Hours and Rest Law), the Company may reassign and Executive undertakes to serve as the President or in another capacity as the most senior executive of a division of comply with such Combined Enterprise (the “Division”); provided that such Division includes substantially all requirements of the material business operations of Company, to the Company as in effect as of extent reasonably possible. Executive acknowledges that the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues compensation to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D which Executive is entitled pursuant to the Securities Exchange Act of 1934this Agreement constitutes adequate compensation for his work during “overtime” or “weekly rest-hours”. This Agreement is considered as a personal employment agreement. Nothing herein shall derogate from any right Executive may have, as amendedif at all, in accordance with any law, expansion order, collective bargaining agreement, employment agreement or any successor thereto, in other agreement with respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance terms of Executive’s duties hereunder and employment, if relevant. Any previously signed employment agreement will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media and, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 9be terminated upon signing this Agreement.

Position. a. During the Employment Term, Executive shall serve as the Company’s Chief Executive Officer (“CEO”)of both Holdings and Catalent. In such positionpositions, Executive shall have such duties, authority and responsibilities, commensurate with Executive’s positions in a company the size and nature of Holdings or Catalent, as applicable, and such related duties and authority responsibilities, as are customarily performed and held by chief executive officers of like-sized companies, together with such duties and authorities as shall be determined from time to time may be assigned to Executive by the Board of Directors of the Company Holdings (the “Holdings Board”)) with respect to his responsibilities for Holdings and by the Board of Directors of Catalent (the “Catalent Board”) with respect to his responsibilities for Catalent. If requestedExecutive shall report directly to the Holdings Board with respect to his responsibilities for Holdings and to the Catalent Board with respect to his responsibilities for Catalent. In addition, during the Employment Term, Executive shall also serve as a member of the Holdings Board and the Catalent Board and, if requested, as a member of the board of directors of any affiliate of Holdings, in each case, without additional compensation. Notwithstanding the foregoing, in the event that during During the Employment Term, the Company materially expands its business or business operations through a mergerExecutive’s principal place of employment shall be at Catalent’s headquarters, consolidationcurrently located in Somerset, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the CompanyNew Jersey. b. During the Employment Term, except during vacations and authorized leave, Executive will devote Executive’s full business time and reasonable best efforts to the performance of Executive’s his duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the BoardHoldings Board (which consent shall not be unreasonably withheld); provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media and(x) managing his personal and family investments and affairs, (y) engaging in charitable activities and community affairs, and (z) subject to the prior approval of the BoardHoldings Board (which approval shall not be unreasonably withheld), from accepting appointment to or continuing to serve on any board boards of directors or trustees of any business business, corporation or any charitable organization; provided that, in each case, and in the aggregate, that such activities described in this Section 2(b) do not conflict or interfere in more than a de minimus way with the performance of Executive’s duties hereunder or conflict with Section violate Sections 8 and 9.

Position. a. During The terms of Employee’s position with the Employment Term, Executive Company are as set forth below: (a) Employee shall serve as the Company’s Chief Executive Financial Officer (“CEOCFO”). In such position, Executive ) of ▇▇▇▇▇▇ and shall have such responsibilities, duties and authority as are customarily performed normally ascribed to that position and held by chief executive officers of like-sized companiesall such other responsibilities, together with such duties and authorities as shall be determined authority assigned to Employee by the Board of the Company from time to time in its sole discretion. The Employee’s employment by the Board of Directors of the Company (the “Board”)DiamiR shall be full-time and exclusive. If requested, Executive Employee shall also serve as a member of the Board without additional compensation. Notwithstanding the foregoing, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (act at all times to promote the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes and best interests. Employee shall devote substantially all business time, labor, skill, undivided attention and best ability to the performace of his duties hereunder in a manner, which will faithfully and diligently further and expand the business and interests of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s full business time and . The Employee shall use his best efforts to the performance of Executive’s perform his duties hereunder and will not engage in any other businesshereunder. The Employee may, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from , devote up to 25% of his time to consulting for non-competitive third parties, including serving on the board Board of directors Directors of Advanced Health Media andnon-competitive third parties, subject to the prior approval extent that, in the reasonable judgment of the BoardBoard or its designee, such consulting does not (i) interfere in any material respect with Employee’s ability to discharge Employee’s duties and responsibilities to the Company, or (ii) violate the Conflicts provision of Employees’s Non-Disclosure and IP Assignment Agreement. The engagement with each such third party shall be pre-approved in writing by the Board of DiamiR or its designee, with such approval not unreasonably withheld or delayed, Nothing in this clause shall preclude the Employee from accepting appointment to holding any shares or continuing to serve other securities of any competitor that is listed on any board securities exchange or recognized securities market anywhere if such shares or securities represent less than 5% of directors the competitors outstanding shares and securities. The Employee shall notify the Company in writing of his interest in such shares or trustees securities in a timely manner and with such details and particulars as the Company may reasonably require. (b) Employee will directly report to the Board of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 9Company.

Position. a. During the Employment Term, (i) Executive shall serve as the Company’s Executive Vice President & Chief Administrative Officer of Franchise Group, reporting to the Chief Executive Officer (“CEO”)of Franchise Group. In such position, Executive shall have such duties duties, responsibilities and authority as are is customarily performed and held by chief executive officers of like-sized companies, together associated with such duties position and authorities shall have such other duties, as shall may be determined reasonably assigned from time to time by the Board Chief Executive Officer of Directors Franchise Group, consistent with Executive’s position and the terms of this Agreement. (ii) Executive shall devote sufficient business time and attention to the business of the Company (the “Board”). If requestedas necessary in order to perform Executive’s duties in a competent, Executive shall also serve as a member of the Board without additional compensationdiligent, and professional manner. Notwithstanding the foregoing, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from (1) engaging in other business activities; (2) serving on the board as an officer or a member of directors of Advanced Health Media andcharitable, subject to the prior approval of the Boardeducational or civic organizations; (3) engaging in charitable activities and community affairs; and (4) managing Executive’s personal investments and affairs; provided, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregatehowever, that such service and activities do not conflict or not, in the Company’s reasonable opinion, materially interfere with the performance of Executive’s duties hereunder on behalf of the Company, create any conflict of interest as it relates to the Company, and are not represented in a manner that suggests the Company supports or conflict endorses the services or activities without the advance approval of the Company. Executive shall be responsible for complying with Section 9all policies and operating procedures of the Company applicable to all senior executives of the Company (that are provided or made available to the Executive) in the performance of Executive’s duties on behalf of the Company, including any clawback or recoupment policy adopted by Franchise Group. (iii) Executive’s principal place of employment shall be based in Rye Brook, New York as of the Effective Date. Notwithstanding the foregoing, Executive shall travel to such other places, including, without limitation, the site of such facilities of the Company and its Affiliates as are established from time to time, at such times as are advisable for the performance of Executive’s duties and responsibilities under this Agreement. Executive shall submit to the Company all business, commercial and investment opportunities or offers presented to Executive or of which Executive becomes aware which relate to the business of the Company (the “Company Opportunities”). Unless approved by the Board, Executive shall not accept or pursue, directly or indirectly, any Company Opportunities on Executive’s own behalf.

Position. a. During (i) The Executive will be employed as, and hold the Employment Termtitle of, Executive shall serve as the Company’s Co-Chief Executive Officer (“Co-CEO”). The Executive and the Company’s other Co-CEO shall have primary responsibility for the implementation and execution of the Company’s strategic business plans and objectives as approved from time to time by the Company’s Board of Directors (the “Board”). The Executive together with the Company’s other Co-CEO, shall have the authority and responsibilities of the position of Chief Executive Officer (“CEO”)) as allocated between them in the attached Exhibit 1. In The authority and responsibilities contained in Exhibit 1 may be altered by the Board from time to time if in its reasonable judgment the change is necessary to assure a proper and effective organizational allocation of duties and responsibilities of the CEO position between the Co-CEOs; provided, however, that any such positionsubsequent change in the duties and responsibilities of the Executive, without his consent, that results in a material reduction of his duties and responsibilities shall constitute grounds for a Good Reason termination. The Executive shall also have such additional duties and authority responsibilities as are customarily performed directed and held by chief executive officers of like-sized companies, together with such duties and authorities as shall be determined approved from time to time by the Board of Directors of the Company (the “Board”). If requested, The Executive shall also serve as have the responsibility and duty to work with and coordinate with the Company’s other Co-CEO. The Executive shall report directly to the Board and shall have all the authority needed to perform the duties and undertake the responsibilities of his position. The Executive will be a member of the Board without additional compensation. Notwithstanding the foregoing, Chairman’s Cabinet and shall be involved in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (all the Company’s business thereafter, major strategic decisions relating to the “Combined Enterprise”), scope of his responsibilities. The Executive will have the Company authority to hire appropriate personnel as may reassign be needed to carry out his duties. The Executive hereby agrees that the change in his position from Chief Executive Officer to serve as the President or in another capacity as the most senior executive that of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D Co-CEO pursuant to the Securities Exchange Act terms of 1934, as amended, or any successor thereto, in respect this Amendment No. 3 shall not constitute grounds for a Good Reason termination under Section 7(c) of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation Agreement or otherwise which would conflict or interfere with entitle the rendition of such services either directly or indirectly, without the prior written consent Executive to any of the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media and, subject to the prior approval severance benefits set forth in Section 8(b) of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 9Agreement.

Position. a. During the Employment Term, Executive shall You will serve as the Company’s Chief Executive Officer of ActivCard Corp. You will be responsible for all of the duties normally attributed to the Chief Executive Officer of any company. Your office will be located at the Company’s headquarters at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇. You shall report to the ActivCard Corp. Board of Directors (the “CEOBoard of Directors”). In ) and shall perform such position, Executive shall have such other duties and authority as are customarily performed and held by chief executive officers the Board of like-sized companies, together with such duties and authorities as shall be determined Directors may from time to time by require, consistent with the general level and type of duties and responsibilities customarily associated with such position. You agree to the best of your ability and experience that you will at all times loyally and conscientiously perform all of the duties and obligations required of you pursuant to the terms of this Agreement, and will do so to the reasonable satisfaction of the Board of Directors Directors. During the term of the Company (the “Board”). If requestedyour employment, Executive shall also serve as a member of the Board without additional compensation. Notwithstanding the foregoing, in the event you further agree that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially you will devote all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s full your business time and best efforts attention to the performance business of Executive’s the Company, except that you may engage in a reasonable amount of related and complementary activities which are consistent with the position of CEO but do not interfere with your duties hereunder and to the Company. You will not engage in render commercial or professional services of any other businessnature to any person or organization, profession whether or occupation not for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectlycompensation, without the prior written consent of the Board; provided Board of Directors, except for your obligations as a Board Member of Comscore, Inc. which pre-date this agreement. Consent from the Board for additional such activities which to not materially interfere with your responsibilities as CEO of ActivCard will not be unreasonably withheld. You will not directly or indirectly engage or participate in any business that nothing herein shall preclude Executive is competitive in ay manner with the business of the Company. Nothing in this Agreement will prevent you from accepting speaking or presentation engagements in exchange for honoraria or from serving on boards or charitable organizations, or from owning no more than one percent (1%) of the board outstanding equity securities of directors of Advanced Health Media anda corporation whose stock is listed on a national stock exchange, subject to the with prior approval from the Board of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 9Directors.

Position. a. During the Employment Term, Executive shall serve as the Company’s Chief Executive Officer Vice President of thinkorswim Group, Inc. (“CEOthinkorswim”)) and its subsidiaries. In such position, Executive shall have such duties and authority as are customarily performed and held by chief executive officers of like-sized companies, together with such duties and authorities as shall be determined from time to time by the Board of Directors Chief Executive Officer of the Company (the “Board”)consistent with such position. If requested, Executive shall also serve as a member of the Board Boards of Directors of the Company and any of its subsidiaries without additional compensation. Notwithstanding the foregoing, in the event that during During the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive no officer of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, thinkorswim or any successor thereto, in respect of its beneficial ownership interest in the Companysubsidiaries shall hold an office at thinkorswim or any of its subsidiaries that is more senior than President. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services services, either directly or indirectly, without the prior written consent of the BoardChief Executive Officer of the Company; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media andExecutive, subject to the prior approval of the BoardChief Executive Officer of the Company, which approval will not be unreasonably withheld, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided provided, in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 99 or Section 10. Set forth on Exhibit A hereto is a complete list, as of the Effective Date, of the Executive’s positions on any board of directors or trustees of any business corporation or any charitable organization. c. At all times during the Employment Term, Executive shall adhere to and obey all of the Company’s written rules, regulations and policies, including without limitation the INVESTools code of business ethics, which govern the operation of the Company’s business and the conduct of employees of the Company.

Position. a. During the Employment Term, (i) Executive shall serve as the Company’s President & Chief Executive Officer (“CEO”)of Franchise Group, reporting to the Board of Directors of Franchise Group. In such position, Executive shall have such duties duties, responsibilities and authority as are is customarily performed and held by chief executive officers of like-sized companies, together associated with such duties position and authorities shall have such other duties, as shall may be determined reasonably assigned from time to time by the Board of Directors of Franchise Group, consistent with Executive’s position and the terms of this Agreement. (ii) Executive shall devote sufficient business time and attention to the business of the Company (the “Board”). If requestedas necessary in order to perform Executive’s duties in a competent, Executive shall also serve as a member of the Board without additional compensationdiligent, and professional manner. Notwithstanding the foregoing, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from (1) engaging in other business activities; (2) serving on the board as an officer or a member of directors of Advanced Health Media andcharitable, subject to the prior approval of the Boardeducational or civic organizations; (3) engaging in charitable activities and community affairs; and (4) managing Executive’s personal investments and affairs; provided, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregatehowever, that such service and activities do not conflict or not, in the Company’s reasonable opinion, materially interfere with the performance of Executive’s duties hereunder on behalf of the Company, create any conflict of interest as it relates to the Company, and are not represented in a manner that suggests the Company supports or conflict endorses the services or activities without the advance approval of the Company. Executive shall be responsible for complying with Section 9all policies and operating procedures of the Company applicable to all senior executives of the Company (that are provided or made available to the Executive) in the performance of Executive’s duties on behalf of the Company, including any clawback or recoupment policy adopted by Franchise Group. (iii) Executive’s principal place of employment shall be based in Orlando, Florida as of the Effective Date. Notwithstanding the foregoing, Executive shall travel to such other places, including, without limitation, the site of such facilities of the Company and its Affiliates as are established from time to time, at such times as are advisable for the performance of Executive’s duties and responsibilities under this Agreement. Executive shall submit to the Company all business, commercial and investment opportunities or offers presented to Executive or of which Executive becomes aware which relate to the business of the Company (the “Company Opportunities”). Unless approved by the Board, Executive shall not accept or pursue, directly or indirectly, any Company Opportunities on Executive’s own behalf.

Position. a. During (a) The Company agrees to employ Executive in the Employment Term, positions of President and Chief Executive Officer. Executive shall serve as and perform the Company’s Chief Executive Officer (“CEO”). In such position, Executive shall have such duties and authority as are customarily performed and held by chief executive officers of like-sized companies, together with such duties and authorities as shall be determined which may from time to time be assigned to him by the Board of Directors of the Company (the “Board”). If requestedThe Board may delegate its authority to take any action under this Agreement to the Compensation, Nominating and Governance Committee of the Board (the “Compensation Committee”). (b) Executive agrees to serve as President and Chief Executive Officer and agrees that he will devote his best efforts and full business time and attention to the Company. Executive agrees that he will faithfully and diligently carry out the duties of President and Chief Executive Officer. Executive further agrees to comply with all Company policies as in effect from time to time and to comply with all laws, rules and regulations, including, but not limited to, those applicable to the Company. (c) Executive agrees to travel as necessary to perform his duties under this Agreement. (d) Nothing herein shall preclude Executive from (i) serving as a member of the board of directors of an outside public company provided that the Executive shall also serve have received Compensation, Nominating and Governance Committee approval before accepting such position; (ii) serving as a member of the board of directors of other affiliated or non-affiliated entities at the request of the Board; (iii) engaging in charitable and community activities; (iv) participating in industry and trade organization activities; and (v) managing his and his family’s personal investments and affairs; provided, that such activities do not (x) materially interfere with the regular performance of his duties and responsibilities under this Agreement or (y) constitute activities that compete with the business of Company and/or that violate Executive’s obligations under Sections 8 and/or 9 of this Agreement. (e) In addition, for so long as Executive remains President and Chief Executive Officer of the Company and is eligible to be a member of the Board under applicable law or rules of the national securities exchange on which the Company’s common stock is then listed, if any, the Board shall nominate him as a member of the Board without additional compensation. Notwithstanding the foregoing, in the event that during the Employment Term, the Company materially expands and shall use its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent cause his election as a member of the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media and, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 9.

Position. a. During (a) As of the Employment TermEffective Date, the Company agrees to employ Executive in the position of Chief Executive Officer. Executive shall serve as and perform the Company’s Chief Executive Officer (“CEO”). In such position, Executive shall have such duties and authority as are customarily performed and held by chief executive officers of like-sized companies, together with such duties and authorities as shall be determined which may from time to time be assigned to him by the Company’s Board of Directors of the Company (the “Board”). If requested, . (b) Executive shall also serve as a member of the Board without additional compensation. Notwithstanding the foregoing, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive agrees to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided Chief Executive Officer and agrees that such Division includes he will devote his best efforts and substantially all of his business time and attention to all facets of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will not engage in any other businessfaithfully and diligently carry out the duties of these positions; provided, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition however that Executive may devote reasonable time to activities involving professional, charitable, and similar types of such services either directly or indirectlyorganizations, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving speaking engagements and memberships on the board boards of directors of Advanced Health Media andother organizations, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that so long as such activities do not conflict or interfere with the performance of Executive’s duties hereunder hereunder, and do not represent a conflict of interest. Executive agrees to comply with all Company policies in effect from time to time, and to comply with all laws, rules and regulations applicable to the Company, including, but not limited to, those established by the Department of Insurance, the Securities and Exchange Commission, or conflict with Section 9any self-regulatory organization having jurisdiction or authority over the Executive or the Company. (c) Executive will serve on the Company’s Board of Directors (“Board”), at the continuing discretion of the stockholders, during the Term of this Agreement. Further and upon request by the Board of the Company and consent by Executive, Executive shall serve as a Director of any and all of Company’s subsidiaries, provided, however, such consent shall not be unreasonably withheld. (d) Executive agrees to travel as reasonably necessary to perform his duties under this Agreement. (e) The Company, in its sole discretion, may require that Executive be designated an employee of one or more of the Company’s subsidiaries or affiliates for such purposes as payroll and benefits administration. The employment of Executive by any such subsidiary or affiliate to facilitate the Company’s internal administrative purposes shall be considered employment by the Company within the meaning of this Agreement and shall not otherwise affect any of the rights or responsibilities of the Company or Executive hereunder, including, but not limited to, Executive’s level of compensation. (f) The position of Chief Executive Officer shall be located at the Company’s corporate office in ▇▇▇▇ Ridge, Illinois.

Position. a. During the Employment TermPeriod, Executive shall serve as the Company’s President and Chief Executive Officer (“CEO”). In such positionof the Company, Executive and shall have such duties report solely and authority as are customarily performed and held by chief executive officers of like-sized companies, together with such duties and authorities as shall be determined from time directly to time by the Board of Directors of the Company (the “Board”"BOARD"). If requestedExecutive shall have those powers and duties normally associated with the positions of President and Chief Executive Officer and such other powers and duties as may be properly prescribed by the Board, provided that such other powers and duties are consistent with Executive's positions as President and Chief Executive Officer. Executive shall devote such time, attention and energies to Company affairs as are necessary to fully perform his duties (other than absences due to illness or vacation) for the Company. During the Employment Period, Executive shall also serve as a member of the Board without additional compensation. Notwithstanding the foregoingnot, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the Company. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, render services to any other organization, entity or person, as an employee, independent contractor, consultant or otherwise, with or without compensation, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from serving on the board of directors of Advanced Health Media andPROVIDED, subject to HOWEVER, that, without obtaining the prior approval written consent of the Board, from accepting appointment Executive may (i) render consulting services, with or without compensation, to ▇▇▇▇▇ Group, Inc., a Wyoming corporation, and Enron Capital & Trade Resources Corp., a Delaware corporation ("ENRON"), (ii) participate in depositions arising in connection with Executive's former employer, ICG Communications, Inc. and its affiliates (collectively, "ICG"), and otherwise provide reasonable advisory services to ICG, with respect to litigation matters relating to or continuing to serve on any board arising out of directors or trustees events that occurred during the period that Executive was an employee of ICG and (iii) assist ICG in transition matters until October 31, 1998, so long as the provision of any business corporation or any charitable organization; provided in each case, and in of the aggregate, that such activities do foregoing services does not conflict or interfere with materially hinder Executive's ability to perform his duties to the performance of Executive’s duties hereunder or conflict with Section 9Company hereunder.

Position. a. During the Employment Term, Executive shall serve as the Company’s President and Chief Executive Officer (“CEO”). In such positionof the Company and, Executive shall have such duties and authority to the extent elected, as are customarily performed and held by chief executive officers a member of like-sized companies, together with such duties and authorities as shall be determined from time to time by the Board of Directors of the Company (the “Board”). If requestedIn such positions, Executive shall also serve have the authority and duties commensurate with such positions, as a member of shall be determined from time to time by the Board without additional compensationBoard. Notwithstanding the foregoing, in the event that during the Employment Term, the Company materially expands its business or business operations through a merger, consolidation, business combination, or similar transaction (the Company’s business thereafter, the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in the Company and (ii) SAC PEI CB Investment, L.P. remains obligated to file a Schedule 13D pursuant will report directly to the Securities Exchange Act of 1934, as amended, or any successor thereto, in respect of its beneficial ownership interest in the CompanyBoard. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or materially interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive (x) from managing Executive’s personal investments, (y) from continuing to serve on any board of directors, or as trustee, of any business corporation or any charitable organization on which Executive serves as of the Effective Date and which have been previously disclosed to the Employer and serving on the board boards of directors of Advanced Health Media and, any portfolio companies of investment funds managed by the Partnership or its affiliates; and (z) subject to the prior approval of the BoardBoard (which shall not be unreasonably withheld), from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or materially interfere with the performance of Executive’s duties hereunder or conflict with Section 910 of this Agreement. c. The parties hereby acknowledge that, while Executive is employed hereunder by both the Partnership and the Company, it is anticipated that all of Executive’s business time and effort will be devoted to services for the Partnership. Consequently, subject to future adjustment as necessary from time to time to reflect the accurate allocation of time and effort expended by Executive for the Company and Partnership, respectively, all of Executive’s compensation hereunder shall be allocated as compensation for work performed on behalf of the Partnership.

Position. a. During Executive is employed by the Employment TermCompany to render services to the Company in the position of President of the Company beginning on November 7, Executive shall serve as 2017 (the Company’s Chief Executive Officer (“CEOCommencement Date”). In such position, Executive shall have perform such duties and authority responsibilities and exercise such supervision and powers over and with regard to the business of the Company as are customarily performed normally related to the position of President and held by chief executive officers of like-sized companies, together with such other duties and authorities responsibilities as shall may be determined prescribed from time to time by the Board board of Directors directors of the Company (the “Board”)) in accordance with the standards of the industry, including, among other things, providing general guidance to the Company, as well as setting strategic direction for the Company and evaluating acquisition opportunities. If requested, Executive shall also serve perform his duties to the best of his ability and a diligent and proper manner, and Executive shall abide by the rules, regulations, and practices as a member of the Board without additional compensation. Notwithstanding the foregoing, adopted or modified from time to time in the event that Company’s sole discretion. In addition, during the Employment Term, the Company materially expands its business or business operations through shall nominate the Executive for election to the Board by the shareholders of the Company so that he may continue to serve as a merger, consolidation, business combination, or similar transaction (director of the Company in accordance with the Company’s business thereafter, Bylaws unless and until the “Combined Enterprise”), the Company may reassign Executive to serve as the President or in another capacity as the most senior executive of a division earliest of such Combined Enterprise (the “Division”); provided that such Division includes substantially all of the material business operations of the Company as in effect as of the Commencement Date; and provided further that following any such transaction, time as: (i) CBaySystems Holdings Limited continues to own a direct or indirect majority interest in Executive is no longer employed by the Company and Company, (ii) SAC PEI CB Investment, L.P. remains obligated to file Executive resigns as a Schedule 13D pursuant to member of the Securities Exchange Act of 1934, as amendedBoard, or any successor thereto, (iii) Executive and the Company mutually agree otherwise in respect of its beneficial ownership interest in the Company. b. writing. During the Employment Term, the Executive will shall devote Executive’s full business a reasonable amount of time and best efforts to the performance of Executivehis duties and responsibilities as the Company’s President. Notwithstanding anything to the contrary, nothing in this Agreement shall require Executive to devote full-time services to the performance of his duties hereunder and will not engage responsibilities as the Company’s President, and nothing in this Agreement shall prohibit Executive from accepting any other businessemployment or engaging, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; in any other business activity (whether or not pursued for pecuniary advantage), provided that nothing herein any such other employment or business activity shall preclude Executive from serving on the board of directors of Advanced Health Media and, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties and responsibilities hereunder or create a conflict of interest with Section 9the Company.