Common use of Responsibilities; Duties Clause in Contracts

Responsibilities; Duties. You are expected to begin work on September 11, 2013 (the “Start Date”). You will be appointed to the Company’s Board as its Chairman on the Start Date. You are required to faithfully and conscientiously perform your assigned duties and to diligently observe all your obligations to the Company. Recognizing that you have pre-existing professional obligations to wind down, we understand that you may need to provide part-time services until October 7, 2013. Thereafter, you agree to devote your full business time and efforts, energy and skill to your employment at the Company, and you agree to apply all your skill and experience to the performance of your duties and advancing Company’s interests. The foregoing shall not preclude you from engaging in civic, charitable or religious activities or, with the prior consent of the Board, from serving on the boards of directors of companies that are not competitors to the Company, as long as the activities do not interfere or conflict with your responsibilities to or your ability to perform your duties hereunder. Your current status as a member of the board of directors of the companies set forth on Schedule I hereto is expressly permitted so long as it does not create competitive or fiduciary conflicts. During your employment with the Company, you may not perform services as an employee or consultant of any other competitive organization and you will not assist any other person or organization in competing with the Company or in preparing to engage in competition with the business or proposed business of the Company. You shall comply with and be bound by Company’s operating policies, procedures, and practices from time to time in effect during your employment. You agree that upon termination of your employment with the Company for any reason, you will be deemed to have resigned from the Board unless otherwise mutually agreed by both you and the Company.

Responsibilities; Duties. You are expected to begin work on a date no earlier than September 11, 2013 2017 and no later than September 18, 2017 (the “Start Date”). You will be appointed to ) contingent on satisfaction of the Company’s Board as its Chairman on the Start Datepre-employment conditions set forth below. You are required to faithfully and conscientiously perform your assigned duties and to diligently observe all your obligations to the CompanyCompany and to perform such duties as may be expected of a President and Chief Executive Officer of a publicly held company. Recognizing that you have pre-existing professional obligations to wind down, we understand that you may need to provide part-time services until October 7, 2013. Thereafter, you You agree to devote your full business time and efforts, energy and skill to your employment at the Company, and you agree to apply all your skill and experience to the performance of your duties and advancing the Company’s interests. The foregoing shall not preclude you from engaging in civic, charitable or religious activities or, with the prior consent of the Board, from serving on the boards of directors of companies that are not competitors to the Company, as long as the activities do not interfere or conflict with your responsibilities to or your ability to perform your duties hereunder. Your current status as a member of the board of directors of the companies set forth on Schedule I hereto is expressly permitted so long as it does not create competitive or fiduciary conflicts. During your employment with the Company, you may not perform services as an employee employee, independent contractor, or consultant of any other competitive organization and you will not assist any other person or organization in competing with the Company or in preparing to engage in competition with the business or proposed business of the Company, including any of its subsidiaries. Any other outside business relationships you engage in, including holding a position on the board of directors of another public or private company, should be made known to the Company’s General Counsel in writing and approved by the Nominating and Corporate Governance Committee of the Board. The Company acknowledges and agrees that you have made known to the Company’s General Counsel your membership on the board of directors of Video Networks International Ltd. and your role as a senior advisor to Evolution Media Capital and that each such membership or role, as applicable, has been approved by the Board, subject to continued compliance with the Company’s Code of Business Conduct and Ethics. You shall comply with with, and be bound by by, the Company’s operating policies, procedures, employment policies, and practices from time to time in effect during your employment. You agree that upon termination will be appointed as a member of the Board effective as of the Start Date, and the Company shall cause you to be nominated as a member of the Board at each annual meeting of stockholders of the Company at which your Board seat is up for re-election during your employment with the Company for any reason, you will be deemed to have resigned from the Board unless otherwise mutually agreed by both you and the Company.