Common use of Services and Duties Clause in Contracts

Services and Duties. From and after the Effective Date, Executive shall be employed by the Company in the capacity of its Senior Managing Director. Executive shall be a full-time employee of the Company and shall dedicate substantially all of Executive’s working time to the Company and its Affiliates and shall have no other employment and no other business ventures which either are undisclosed to the Company or conflict with Executive’s duties under this Agreement. Executive will perform such duties as are required by the Company from time to time and normally associated with Executive’s position, together with such additional duties, commensurate with Executive’s positions with the Company and with its Affiliates, as may be assigned to Executive from time to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it is designated as the principal governing body of the Company pursuant to the Shareholders Agreement and thereafter, the Board. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) subject to prior approval of the Governing Body, accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts of interest with the Company or its Affiliates and does not involve a Competing Business (defined below), (ii) accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts of interest with the Company or its Affiliates or involve a Competing Business and so long as the role is at a company that is an investment made by the Executive or a member of his Group (as defined below) in accordance with the requirements of the Code of Ethics and Clause F in Exhibit A, (iii) being actively involved in personal investing through the Family Office or otherwise so long as such involvement is consistent with the requirements of the Code of Ethics and Clause F in Exhibit A, (iv) engaging and being actively involved in charitable, cultural, educational and civic activities, so long as such outside interests do not interfere with the performance of Executive’s duties hereunder, or (v) engaging in a business of the Apollo Operating Group or a member or Subsidiary thereof or of any Person in which a member or Subsidiary of the Apollo Operating Group holds an Investment in each case on behalf of the Apollo Operating Group.

Services and Duties. From Executive shall serve as Chief Executive Officer of the Company and after in such position shall have the Effective Dateduties, responsibilities and authority commensurate with the status of an individual holding such position in a company similarly situated to the Company and shall render services consistent with such position. In all cases, Executive shall be subject to the supervision and authority of, and shall report to, the Board of Managers of the Company (the “Board”). While employed by the Company in Company, Executive agrees to devote all of his working time and efforts to the capacity of its Senior Managing Director. Executive shall be a full-time employee business and affairs of the Company and shall dedicate substantially all its subsidiaries, subject to periods of Executive’s working time vacation and sick leave to the Company which he is entitled pursuant to this Agreement and its Affiliates and shall have no other employment and no other business ventures which either are undisclosed to the Company or conflict with Executive’s duties under this Agreement. Executive will perform such duties as are required by the Company from time to time and normally associated with Executive’s position, together with such additional duties, commensurate with Executive’s positions in accordance with the Company and with its Affiliates, as may be assigned to Executive from time to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it is designated as the principal governing body of the Company pursuant to the Shareholders Agreement and thereafter, the BoardCompany’s policies in effect at such time. Notwithstanding the foregoing, nothing herein shall prohibit preclude Executive from (iA) subject to prior approval of the Governing Body, accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as Executive delivers advance written notice to the Company, from participating in each case or serving on the role board of directors or similar governing body of charitable, religious, social or educational organizations in so far as such participation or service does not give rise unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to any conflicts of interest with the Company or its Affiliates and does not involve a Competing Business (defined below), (iiB) accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as Executive obtains advance written approval from the Company (which such approval shall not be unreasonably withheld), from participating or serving on the board of directors or similar governing body of a for-profit entity in each case the role so far as such participation or service does not give rise unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to any conflicts the Company, or (C) from participating or serving on the board of interest with directors or similar governing body of one public company, in so far as such company is not a competitor of the Company or its Affiliates or involve a Competing Business and so long such participation does not reflect negatively on the Company. Schedule A hereto sets forth each such board on which Executive serves as of the role is at a company that is an investment made Effective Date, which such participation has been approved by the Company. Executive agrees to discharge his duties diligently, faithfully and in the best interests of the Company. Notwithstanding the foregoing or a member of his Group anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time for any reason or no reason (and whether or not for Cause (as defined below) in accordance with the requirements of the Code of Ethics and Clause F in Exhibit A, (iii) being actively involved in personal investing through the Family Office or otherwise so long as such involvement is consistent with the requirements of the Code of Ethics and Clause F in Exhibit A, (iv) engaging and being actively involved in charitable, cultural, educational and civic activities, so long as such outside interests do not interfere with the performance of Executive’s duties hereunder, or (v) engaging in a business of the Apollo Operating Group or a member or Subsidiary thereof or of any Person in which a member or Subsidiary of the Apollo Operating Group holds an Investment in each case on behalf of the Apollo Operating Group)).

Services and Duties. From Executive shall serve as Chief Financial Officer of the Company and after in such position shall have the Effective Dateduties, responsibilities and authority commensurate with the status of an individual holding such position in a company similarly situated to the Company and shall render services consistent with such position. In all cases, Executive shall be subject to the supervision and authority of, and shall report to the President & CEO of the Company. While employed by the Company in Company, Executive agrees to devote all of his working time and efforts to the capacity of its Senior Managing Director. Executive shall be a full-time employee business and affairs of the Company and shall dedicate substantially all its subsidiaries, subject to periods of Executive’s working time vacation and sick leave to the Company which he is entitled pursuant to this Agreement and its Affiliates and shall have no other employment and no other business ventures which either are undisclosed to the Company or conflict with Executive’s duties under this Agreement. Executive will perform such duties as are required by the Company from time to time and normally associated with Executive’s position, together with such additional duties, commensurate with Executive’s positions in accordance with the Company and with its Affiliates, as may be assigned to Executive from time to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it is designated as the principal governing body of the Company pursuant to the Shareholders Agreement and thereafter, the BoardCompany’s policies in effect at such time. Notwithstanding the foregoing, nothing herein shall prohibit preclude Executive from (iA) subject to prior approval of the Governing Body, accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as Executive delivers advance written notice to the Company, from participating in each case or serving on the role board of directors or similar governing body of charitable, religious, social or educational organizations in so far as such participation or service does not give rise unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to any conflicts of interest with the Company or its Affiliates and does not involve a Competing Business (defined below), (iiB) accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as Executive obtains advance written approval from the Company (which such approval shall not be unreasonably withheld), from participating or serving on the board of directors or similar governing body of a for-profit entity in each case the role so far as such participation or service does not give rise unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to any conflicts the Company, or (C) from participating or serving on the board of interest with directors or similar governing body of one public company, in so far as such company is not a competitor of the Company or its Affiliates or involve a Competing Business and so long such participation does not reflect negatively on the Company. Schedule A hereto sets forth each such board on which Executive serves as of the role is at a company that is an investment made Effective Date, which such participation has been approved by the Company. Executive agrees to discharge his duties diligently, faithfully and in the best interests of the Company. Notwithstanding the foregoing or a member of his Group anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time for any reason or no reason (and whether or not for Cause (as defined below) in accordance with the requirements of the Code of Ethics and Clause F in Exhibit A, (iii) being actively involved in personal investing through the Family Office or otherwise so long as such involvement is consistent with the requirements of the Code of Ethics and Clause F in Exhibit A, (iv) engaging and being actively involved in charitable, cultural, educational and civic activities, so long as such outside interests do not interfere with the performance of Executive’s duties hereunder, or (v) engaging in a business of the Apollo Operating Group or a member or Subsidiary thereof or of any Person in which a member or Subsidiary of the Apollo Operating Group holds an Investment in each case on behalf of the Apollo Operating Group)).

Services and Duties. From Subject to Section 3 hereof, from and after the Effective Date, Executive shall shall, pursuant to the terms of this Agreement, be employed by the Employer as the Executive Vice President, Direct Auto Lending Operations of the Company and shall report directly to the Chief Executive Officer of the Company (the “CEO”). During the Term (as defined in the capacity of its Senior Managing Director. Section 3), Executive shall be a full-time employee of the Company Employer and shall dedicate substantially all of Executive’s working time to the Company and its Affiliates and shall have no other employment and no other business ventures which either are undisclosed to the Company or which conflict with Executive’s duties under this Agreement. Executive will shall perform such duties consistent with his executive position hereunder as are required by the Company from time to time time, including serving as the Executive Vice President, Direct Auto Lending Operations of the Company, and such other duties that are normally associated with Executive’s position, together with such additional duties, commensurate with Executive’s positions with the Company and with its Affiliatesposition, as may be assigned to Executive from time to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it is designated as the principal governing body of the Company pursuant to the Shareholders Agreement and thereafter, the BoardCEO. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) subject participating in trade associations or industry organizations which are related to prior approval the business of the Governing BodyCompany or engaging in charitable, accepting directorshipscivic or political activities, roles equivalent to that of a non-executive chairman and roles (ii) engaging in personal investment activities for Executive that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts of interest with the Company or its Affiliates and does not involve a Competing Business “Affiliates” (as defined below) or (iii) subject to prior approval of the CEO, accepting directorships unrelated to the Company that do not give rise to any conflict of interests with the Company or its Affiliates, in each case so long as the interests in (i), (ii) accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts of interest with the Company or its Affiliates or involve a Competing Business and so long as the role is at a company that is an investment made by the Executive or a member of his Group (as defined below) in accordance with the requirements of the Code of Ethics and Clause F in Exhibit A, (iii) being actively involved in personal investing through the Family Office or otherwise so long as such involvement is consistent with the requirements of the Code of Ethics and Clause F in Exhibit A, (iv) engaging and being actively involved in charitable, cultural, educational and civic activities, so long as such outside interests above do not interfere interfere, individually or in the aggregate, with the performance of Executive’s duties hereunder, including the restrictive covenants set forth in Section 7 hereof, or in any other agreement between Executive and the Company (v) engaging in a business the “Restrictive Covenants”). The Rxxxxx Xxxxxxxx 1 Employment Agreement Company acknowledges and approves the current activities of the Apollo Operating Group or a member or Subsidiary thereof or of any Person in which a member or Subsidiary of the Apollo Operating Group holds an Investment in each case Executive as set forth on behalf of the Apollo Operating GroupSchedule 1 hereto.

Services and Duties. From Executive shall serve as Executive Vice President—Corporate Development of the Company and after in such position shall have the Effective Dateduties, responsibilities and authority commensurate with the status of an individual holding such position in a company similarly situated to the Company and shall render services consistent with such position. In all cases, Executive shall be subject to the supervision and authority of, and shall report to the President & CEO of the Company. While employed by the Company in Company, Executive agrees to devote all of his working time and efforts to the capacity of its Senior Managing Director. Executive shall be a full-time employee business and affairs of the Company and shall dedicate substantially all its subsidiaries, subject to periods of Executive’s working time vacation and sick leave to the Company which he is entitled pursuant to this Agreement and its Affiliates and shall have no other employment and no other business ventures which either are undisclosed to the Company or conflict with Executive’s duties under this Agreement. Executive will perform such duties as are required by the Company from time to time and normally associated with Executive’s position, together with such additional duties, commensurate with Executive’s positions in accordance with the Company and with its Affiliates, as may be assigned to Executive from time to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it is designated as the principal governing body of the Company pursuant to the Shareholders Agreement and thereafter, the BoardCompany’s policies in effect at such time. Notwithstanding the foregoing, nothing herein shall prohibit preclude Executive from (iA) subject to prior approval of the Governing Body, accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as Executive delivers advance written notice to the Company, from participating in each case or serving on the role board of directors or similar governing body of charitable, religious, social or educational organizations in so far as such participation or service does not give rise unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to any conflicts of interest with the Company or its Affiliates and does not involve a Competing Business (defined below), (iiB) accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as Executive obtains advance written approval from the Company (which such approval shall not be unreasonably withheld), from participating or serving on the board of directors or similar governing body of a for-profit entity in each case the role so far as such participation or service does not give rise unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to any conflicts the Company, or (C) from participating or serving on the board of interest with directors or similar governing body of one public company, in so far as such company is not a competitor of the Company or its Affiliates or involve a Competing Business and so long such participation does not reflect negatively on the Company. Schedule A hereto sets forth each such board on which Executive serves as of the role is at a company that is an investment made Effective Date, which such participation has been approved by the Company. Executive agrees to discharge his duties diligently, faithfully and in the best interests of the Company. Notwithstanding the foregoing or a member of his Group anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time for any reason or no reason (and whether or not for Cause (as defined below) in accordance with the requirements of the Code of Ethics and Clause F in Exhibit A, (iii) being actively involved in personal investing through the Family Office or otherwise so long as such involvement is consistent with the requirements of the Code of Ethics and Clause F in Exhibit A, (iv) engaging and being actively involved in charitable, cultural, educational and civic activities, so long as such outside interests do not interfere with the performance of Executive’s duties hereunder, or (v) engaging in a business of the Apollo Operating Group or a member or Subsidiary thereof or of any Person in which a member or Subsidiary of the Apollo Operating Group holds an Investment in each case on behalf of the Apollo Operating Group)).

Services and Duties. From Subject to Section 3 hereof, from and after the Effective Date, Executive shall shall, pursuant to the terms of this Agreement, be employed by the Company Employer in the capacity Position and shall report directly to the Chief Executive Officer of its Senior Managing Directorthe Company (the “CEO”). During the Term (as defined in Section 3), Executive shall be a full-time employee of the Company Employer and shall dedicate substantially all of Executive’s working time to the Company and its Affiliates and shall have no other employment and no other business ventures which either are undisclosed to the Company or which conflict with Executive’s duties under this Agreement. Executive will shall perform such duties consistent with his executive position hereunder as are required by the Company from time to time time, including serving in the Position, and such other duties that are normally associated with Executive’s position, together with such additional duties, commensurate with Executive’s positions with the Company and with its Affiliatesposition, as may be assigned to Executive from time to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it is designated as the principal governing body of the Company pursuant to the Shareholders Agreement and thereafter, the BoardCEO. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) subject participating in trade associations or industry organizations which are related to prior approval the business of the Governing BodyCompany or engaging in charitable, accepting directorshipscivic or political activities, roles equivalent to that of a non-executive chairman and roles (ii) engaging in personal investment activities for Executive that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts of interest with the Company or its Affiliates and does not involve a Competing Business (as defined below) or (iii) subject to prior approval of the CEO, accepting directorships unrelated to Xxxxxxx X. Xx 1 Employment Agreement (Effective 1/1/16) the Company that do not give rise to any conflict of interests with the Company or its Affiliates, in each case so long as the interests in (i), (ii) accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts of interest with the Company or its Affiliates or involve a Competing Business and so long as the role is at a company that is an investment made by the Executive or a member of his Group (as defined below) in accordance with the requirements of the Code of Ethics and Clause F in Exhibit A, (iii) being actively involved in personal investing through the Family Office or otherwise so long as such involvement is consistent with the requirements of the Code of Ethics and Clause F in Exhibit A, (iv) engaging and being actively involved in charitable, cultural, educational and civic activities, so long as such outside interests above do not interfere interfere, individually or in the aggregate, with the performance of Executive’s duties hereunder, including the restrictive covenants set forth in Section 7 hereof, or in any other agreement between Executive and the Company (v) engaging in a business the “Restrictive Covenants”). The Company acknowledges and approves the current activities of the Apollo Operating Group or a member or Subsidiary thereof or of any Person in which a member or Subsidiary of the Apollo Operating Group holds an Investment in each case Executive as set forth on behalf of the Apollo Operating GroupSchedule 1 hereto.

Services and Duties. From Executive shall serve as Executive Vice President—Chief Operating Officer of the Company and after in such position shall have the Effective Dateduties, responsibilities and authority commensurate with the status of an individual holding such position in a company similarly situated to the Company and shall render services consistent with such position. In all cases, Executive shall be subject to the supervision and authority of, and shall report to the President & CEO of the Company. While employed by the Company in Company, Executive agrees to devote all of his working time and efforts to the capacity of its Senior Managing Director. Executive shall be a full-time employee business and affairs of the Company and shall dedicate substantially all its subsidiaries, subject to periods of Executive’s working time vacation and sick leave to the Company which he is entitled pursuant to this Agreement and its Affiliates and shall have no other employment and no other business ventures which either are undisclosed to the Company or conflict with Executive’s duties under this Agreement. Executive will perform such duties as are required by the Company from time to time and normally associated with Executive’s position, together with such additional duties, commensurate with Executive’s positions in accordance with the Company and with its Affiliates, as may be assigned to Executive from time to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it is designated as the principal governing body of the Company pursuant to the Shareholders Agreement and thereafter, the BoardCompany’s policies in effect at such time. Notwithstanding the foregoing, nothing herein shall prohibit preclude Executive from (iA) subject to prior approval of the Governing Body, accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as Executive delivers advance written notice to the Company, from participating in each case or serving on the role board of directors or similar governing body of charitable, religious, social or educational organizations in so far as such participation or service does not give rise unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to any conflicts of interest with the Company or its Affiliates and does not involve a Competing Business (defined below), (iiB) accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as Executive obtains advance written approval from the Company (which such approval shall not be unreasonably withheld), from participating or serving on the board of directors or similar governing body of a for-profit entity in each case the role so far as such participation or service does not give rise unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to any conflicts the Company, or (C) from participating or serving on the board of interest with directors or similar governing body of one public company, in so far as such company is not a competitor of the Company or its Affiliates or involve a Competing Business and so long such participation does not reflect negatively on the Company. Schedule A hereto sets forth each such board on which Executive serves as of the role is at a company that is an investment made Effective Date, which such participation has been approved by the Company. Executive agrees to discharge his duties diligently, faithfully and in the best interests of the Company. Notwithstanding the foregoing or a member of his Group anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time for any reason or no reason (and whether or not for Cause (as defined below) in accordance with the requirements of the Code of Ethics and Clause F in Exhibit A, (iii) being actively involved in personal investing through the Family Office or otherwise so long as such involvement is consistent with the requirements of the Code of Ethics and Clause F in Exhibit A, (iv) engaging and being actively involved in charitable, cultural, educational and civic activities, so long as such outside interests do not interfere with the performance of Executive’s duties hereunder, or (v) engaging in a business of the Apollo Operating Group or a member or Subsidiary thereof or of any Person in which a member or Subsidiary of the Apollo Operating Group holds an Investment in each case on behalf of the Apollo Operating Group)).

Services and Duties. From and after the date hereof (the “Effective Date”), Executive shall be employed by the Company in the capacity of its Senior Managing Director. Executive shall be a full-time employee of the Company and shall dedicate substantially all of Executive’s working time to the Company and its Affiliates and shall have no other employment and no other business ventures which either are undisclosed to the Company or conflict with Executive’s duties under this Agreement. Executive will perform such duties as are required by the Company from time to time and normally associated with Executive’s position, together with such additional duties, commensurate with Executive’s positions with the Company and with its Affiliates, as may be assigned to Executive from time to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it is designated as the principal governing body of the Company pursuant to the Shareholders Agreement and thereafter, the Board. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) subject to prior approval of the Governing Body, accepting directorships, roles equivalent directorships unrelated to that of a non-executive chairman and roles the Company that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts of interest with the Company or its Affiliates and does not involve a Competing Business (defined below)Affiliates, (ii) accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as engaging in each case the role does not give rise to any conflicts of interest with the Company or its Affiliates or involve a Competing Business and so long as the role is at a company that is an investment made by the Executive or a member of his Group (as defined below) in accordance with the requirements of the Code of Ethics and Clause F in Exhibit A, (iii) being actively involved in personal investing through the Family Office or otherwise so long as such involvement is consistent with the requirements of the Code of Ethics and Clause F in Exhibit A, (iv) engaging and being actively involved in charitable, cultural, educational charitable and civic activities, so long as such outside interests do not interfere with the performance of Executive’s duties hereunder, or (viii) engaging in a business of the Apollo Operating Group or a member or Subsidiary thereof or of any Person in which a member or Subsidiary of the Apollo Operating Group holds an Investment in each case on behalf of the Apollo Operating Groupactivities expressly permitted by Exhibit A hereto.

Services and Duties. From Subject to Section 3 hereof, from and after the Effective Date, Executive shall shall, pursuant to the terms of this Agreement, be employed by the Company Employer in the capacity Position and shall report directly to the Chief Executive Officer of its Senior Managing Directorthe Company (the “CEO”). During the Term (as defined in Section 3), Executive shall be a full-time employee of the Company Employer and shall dedicate substantially all of Executive’s working time to the Company and its Affiliates and shall have no other employment and no other business ventures which either are undisclosed to the Company or which conflict with Executive’s duties under this Agreement. Executive will shall perform such duties consistent with his executive position hereunder as are required by the Company from time to time time, including serving in the Position, and such other duties that are normally associated with Executive’s position, together with such additional duties, commensurate with Executive’s positions with the Company and with its Affiliatesposition, as may be assigned to Executive from time to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it is designated as the principal governing body of the Company pursuant to the Shareholders Agreement and thereafter, the BoardCEO. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) subject participating in trade associations or industry organizations which are related to prior approval the business of the Governing BodyCompany or engaging in charitable, accepting directorshipscivic or political activities, roles equivalent to that of a non-executive chairman and roles (ii) engaging in personal investment activities for Executive that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts of interest with the Company or its Affiliates and does not involve a Competing Business (as defined below) or (iii) subject to prior approval of the CEO, accepting directorships unrelated to Xxxxxx X. Xxxxxxxx 1 Employment Agreement (Effective 1/1/16) the Company that do not give rise to any conflict of interests with the Company or its Affiliates, in each case so long as the interests in (i), (ii) accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts of interest with the Company or its Affiliates or involve a Competing Business and so long as the role is at a company that is an investment made by the Executive or a member of his Group (as defined below) in accordance with the requirements of the Code of Ethics and Clause F in Exhibit A, (iii) being actively involved in personal investing through the Family Office or otherwise so long as such involvement is consistent with the requirements of the Code of Ethics and Clause F in Exhibit A, (iv) engaging and being actively involved in charitable, cultural, educational and civic activities, so long as such outside interests above do not interfere interfere, individually or in the aggregate, with the performance of Executive’s duties hereunder, including the restrictive covenants set forth in Section 7 hereof, or in any other agreement between Executive and the Company (v) engaging in a business of the Apollo Operating Group or a member or Subsidiary thereof or of any Person in which a member or Subsidiary of the Apollo Operating Group holds an Investment in each case on behalf of the Apollo Operating Group“Restrictive Covenants”).

Services and Duties. From Subject to Section 2 hereof, from and after the Effective Date, Executive shall shall, pursuant to the terms of this Agreement, be employed by the Company as the _____________, and shall report directly to the Board of Directors (the “Board”) of Greenwich Kahala Aviation Ltd, a Bermuda exempted company (or any successor thereto) (“GKA”). The principal location of Executive’s employment with the Company shall be at a Company office in Jupiter, FL although Executive understands and agrees that Executive may be required to travel from time to time for business reasons. During the capacity of its Senior Managing Director. Term (as defined in Section 2), Executive shall be a full-time employee of the Company and Company, shall dedicate substantially all of Executive’s working time to the Company and its Affiliates Company, and shall have no other employment and no or other business ventures which either are undisclosed to the Company or conflict interfere with Executive’s duties under this Agreement. Executive will perform shall (a) have all authorities, duties and responsibilities customarily exercised by an individual serving as chief investment officer of a company the size and nature of the Company; (b) be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair his ability to discharge, the foregoing duties and responsibilities; and (c) have such additional duties and responsibilities, consistent with the foregoing, as are required by the Company Board may from time to time and normally associated with Executive’s position, together with such additional duties, commensurate with Executive’s positions with the Company and with its Affiliates, as may be assigned assign to Executive from time to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it is designated as the principal governing body of the Company pursuant to the Shareholders Agreement and thereafter, the Boardhim. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) subject participating in trade associations or industry organizations which are related to prior approval the business of the Governing BodyCompany or engaging in charitable, accepting directorshipscivic or political activities, roles equivalent to that of a non-executive chairman (ii) engaging in personal investment and roles trading activities for Executive and Executive’s family that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts of interest with the Company or its Affiliates and does not involve a Competing Business (defined below)Affiliates, (iiiii) accepting directorships, roles equivalent directorships unrelated to that of a non-executive chairman and roles the Company that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts of interest with the Company or its Affiliates Affiliates, or involve a Competing Business and so long as the role is at a company that is an investment made by the Executive or a member of his Group (as defined below) in accordance with the requirements of the Code of Ethics and Clause F in Exhibit A, (iii) being actively involved in personal investing through the Family Office or otherwise so long as such involvement is consistent with the requirements of the Code of Ethics and Clause F in Exhibit A, (iv) engaging in the activities on behalf of First Greenwich Kahala, Ltd. described in the section of the Form F-1 Registration Statement of GKA entitled “Conflicts of interest” at page xv, in the case of the foregoing clauses (i), (ii), (iii), and being actively involved in charitable, cultural, educational and civic activities(iv), so long as such outside interests do not interfere materially interfere, individually or in the aggregate, with the performance of Executive’s duties hereunder, or (v) engaging in a business of the Apollo Operating Group or a member or Subsidiary thereof or of any Person in which a member or Subsidiary of the Apollo Operating Group holds an Investment in each case on behalf of the Apollo Operating Group.

Services and Duties. From the Effective Date until the consummation of the Conveyance, Alterra shall employ Executive in the capacity of its Chief Financial Officer; in such capacity Executive shall report directly to Alterra's President and Chief Executive Officer. From and after the Effective Dateconsummation of the Conveyance, Executive shall be employed by the Company BSL in the additional capacity of its Senior Managing DirectorExecutive Vice President and Treasurer; in such capacity Executive shall report directly to BSL's Chief Executive Officer. Any reference herein to the "Board" shall be a reference to the Board of Directors of Executive's employer at the relevant point in time. Any reference herein to "the Company" shall be a reference to Executive's employer at the relevant point in time. The principal location of Executive's employment shall be at the Company's executive office located in Milwaukee, Wisconsin, although Executive understands and agrees that Executive may be required to travel from time to time for business reasons. Executive shall be a full-time employee of the Company and shall dedicate substantially all of Executive’s 's working time to the Company and its Affiliates and shall have no other employment and no other business ventures which either are undisclosed to the Company or which conflict with Executive’s 's duties under this Agreement. Executive will perform such duties as are required by the Company from time to time and normally associated with Executive’s 's position, together with such additional duties, commensurate with Executive’s positions with the Company and with its Affiliates's position, as may be assigned to Executive from time to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it is designated as the principal governing body of the Company pursuant to the Shareholders Agreement and thereafter, the BoardCompany's President. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) engaging in personal investment activities for himself and his family that do not give rise to any conflict of interests with the Company or its affiliates, (ii) subject to prior approval of the Governing BodyBoard, accepting directorships, roles equivalent directorships unrelated to that of a non-executive chairman and roles the Company that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts conflict of interest interests with the Company or its Affiliates affiliates and does not involve a Competing Business (defined below), (ii) accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts of interest with the Company or its Affiliates or involve a Competing Business and so long as the role is at a company that is an investment made by the Executive or a member of his Group (as defined below) in accordance with the requirements of the Code of Ethics and Clause F in Exhibit A, (iii) being actively involved engaging in personal investing through the Family Office or otherwise so long as such involvement is consistent with the requirements of the Code of Ethics and Clause F in Exhibit A, (iv) engaging and being actively involved in charitable, cultural, educational charitable and civic activities, so long as such outside interests do not interfere with the performance of Executive’s his duties hereunder, or (v) engaging in a business of the Apollo Operating Group or a member or Subsidiary thereof or of any Person in which a member or Subsidiary of the Apollo Operating Group holds an Investment in each case on behalf of the Apollo Operating Group.

Services and Duties. From Subject to Section 2 hereof, from and after the Effective Date, Executive shall shall, pursuant to the terms of this Agreement, continue to be employed by the Company as the CEO, and shall report directly to the Company’s Board of Directors (the “Board”). The principal location of Executive’s employment with the Company shall be the same as Executive’s principal location of employment as of the Effective Date, although Executive understands and agrees that Executive may be required to travel from time to time for business reasons. During the Employment Term (as defined in the capacity of its Senior Managing Director. Section 2(a)), Executive shall be a full-time employee of the Company and shall dedicate substantially all of Executive’s working time to the Company and its Affiliates and shall have no other employment and no other business ventures which either are undisclosed to the Company or which conflict with Executive’s duties under this Agreement. During the Consulting Term (as defined in Section 2(b)), Executive will shall serve the Company as a Consultant (as defined in Section 2(b)) and shall provide such services to the Company on an exclusive basis. Executive shall perform such duties as are required by the Company from time to time and normally associated with Executive’s position, together with such additional duties, commensurate with Executive’s positions with the Company and with its Affiliatesposition, as may be assigned to Executive from time to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it is designated as the principal governing body of the Company pursuant to the Shareholders Agreement and thereafter, the Board. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) participating in trade associations or industry organizations which are related to the business of the Company or engaging in charitable, civic or political activities or (ii) subject to the prior approval of the Governing BodyChairman of the Board, accepting directorships, roles equivalent to that of a non-executive chairman (1) engaging in personal investment activities for Executive and roles Executive’s family that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts of interest with the Company or its Affiliates and does not involve a Competing Business (defined below), (ii) accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts of interest with the Company or its Affiliates or involve a Competing Business and (2) accepting directorships unrelated to the Company that do not give rise to any conflict of interests with the Company or its Affiliates, in each case so long as the role is at a company that is an investment made by the Executive or a member of his Group interests in (as defined belowi) in accordance with the requirements of the Code of Ethics and Clause F in Exhibit A, (iiiii) being actively involved in personal investing through the Family Office or otherwise so long as such involvement is consistent with the requirements of the Code of Ethics and Clause F in Exhibit A, (iv) engaging and being actively involved in charitable, cultural, educational and civic activities, so long as such outside interests above do not interfere interfere, individually or in the aggregate, with the performance of Executive’s duties hereunder. The Company acknowledges and approves the current activities of Executive as set forth on Schedule 1 hereto; provided, or however, that the activities in which Executive participates pursuant to subsection (vi) engaging in a business of the Apollo Operating Group immediately preceding sentence do not require such acknowledgment or a member or Subsidiary thereof or of any Person in which a member or Subsidiary of the Apollo Operating Group holds an Investment in each case on behalf of the Apollo Operating Groupapproval.

Services and Duties. From Subject to Section 3 hereof, from and after the Effective Date, Executive shall shall, pursuant to the terms of this Agreement, be employed by the Employer as the President and CEO of the Company and shall report directly to the Board of Directors of Springleaf (the “Board”). During the Term (as defined in the capacity of its Senior Managing Director. Section 3), Executive shall be a full-time employee of the Company Employer and shall serve as a member of the Board and shall dedicate substantially all of Executive’s working time to the Company and its Affiliates and shall have no other employment and no other business ventures which either are undisclosed to the Company or which conflict with Executive’s duties under this Agreement. Executive will shall perform such duties consistent with his executive position hereunder as are required by the Company from time to time time, including serving as the President and CEO of the Company, and such other duties that are normally associated with Executive’s positionpositions, together with such additional duties, commensurate with Executive’s positions with the Company and with its Affiliatespositions, as may be assigned to Executive from time to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it is designated as the principal governing body of the Company pursuant to the Shareholders Agreement and thereafter, the Board. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) subject participating in trade associations or industry organizations which are related to prior approval the business of the Governing BodyCompany or engaging in charitable, accepting directorshipscivic or political activities, roles equivalent to that of a non-executive chairman (ii) engaging in personal investment activities for Executive and roles Executive’s family that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts of interest with the Company or its Affiliates and does not involve a Competing Business (as defined below) or (iii) subject to prior approval of the Chairman of the Board, accepting directorships unrelated to the Company that do not give rise to any conflict of interests with the Company or its Affiliates, in each case so long as the interests in (i), (ii) accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts of interest with the Company or its Affiliates or involve a Competing Business and so long as the role is at a company that is an investment made by the Executive or a member of his Group (as defined below) in accordance with the requirements of the Code of Ethics and Clause F in Exhibit A, (iii) being actively involved in personal investing through the Family Office or otherwise so long as such involvement is consistent with the requirements of the Code of Ethics and Clause F in Exhibit A, (iv) engaging and being actively involved in charitable, cultural, educational and civic activities, so long as such outside interests above do not interfere interfere, individually or in the aggregate, with the performance of Executive’s duties hereunder, including the restrictive covenants set forth in Section 7 hereof, or in any other agreement between Executive and the Company (v) engaging in a business the “Restrictive Covenants”). The Company acknowledges and approves the current activities of the Apollo Operating Group or a member or Subsidiary thereof or of any Person in which a member or Subsidiary of the Apollo Operating Group holds an Investment in each case Executive as set forth on behalf of the Apollo Operating GroupSchedule 1 hereto.

Services and Duties. From The Company hereby continues to employ Executive, and after the Effective Date, Executive shall be employed hereby accepts such continued employment by the Company Company, in the capacity of its Senior chief executive officer. The principal location of Executive’s employment shall be at the Company’s executive office located in Lewisville, Texas, or such other location determined by FIF HE Holdings LLC (the “Managing DirectorMember”), in its sole discretion, that is within a fifty (50) mile radius of the Company’s current location at 000 Xxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxx 00000, although Executive understands and agrees that Executive may be required to travel from time to time for business reasons. Executive shall be a full-time employee of the Company and shall dedicate substantially all of Executive’s working time to the Company and its Affiliates and shall have no other employment and no other business ventures which either are undisclosed to the Company or which conflict with Executive’s duties under this Agreement. Executive will perform have such duties duties, responsibilities and authority as are required prescribed by the Company Managing Member from time to time and normally associated with Executive’s positionposition at a financial services firm, together with such additional duties, commensurate with Executive’s positions with the Company and with its Affiliatesposition, as may be assigned to Executive from time to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it is designated as the principal governing body of the Company pursuant to the Shareholders Agreement and thereafter, the BoardManaging Member. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) subject to the prior written approval of the Governing BodyManaging Member, accepting directorships, roles equivalent acting as a director or in a similar role for an entity unrelated to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as in each case the Company if such role does not give rise to any conflicts conflict of interest interests with the Company or its Affiliates and does not involve a Competing Business (defined below), affiliates; (ii) accepting directorshipsupon providing prior written notice to the Managing Member, roles equivalent (A) creating or forming an investment vehicle or similar entity to engage in personal investment activities on behalf of himself or his family that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts conflict of interest interests with the Company or its Affiliates affiliates or involve (B) serving on a Competing Business board of directors (or similar body) of a charitable or civic organization or enterprise; and so long as the role is at a company that is an investment made by the Executive or a member of his Group (as defined below) in accordance with the requirements of the Code of Ethics and Clause F in Exhibit A, (iii) being actively involved except as provided in subsection (ii)(A) of this Section 1, engaging in personal investing through the Family Office or otherwise so long as such involvement is consistent investment activities for himself and his family that do not give rise to any conflict of interests with the requirements of Company or its affiliates; provided, that in each case such activities do not, either individually or in the Code of Ethics and Clause F in Exhibit Aaggregate, (iv) engaging and being actively involved in charitable, cultural, educational and civic activities, so long as such outside interests do not interfere with the performance of Executive’s his duties hereunder, or (v) engaging in a business of the Apollo Operating Group or a member or Subsidiary thereof or of any Person in which a member or Subsidiary of the Apollo Operating Group holds an Investment in each case on behalf of the Apollo Operating Group.

Services and Duties. From Subject to Section 2 hereof, from and after the Effective Date, Executive shall shall, pursuant to the terms of this Agreement, continue to be employed by the Company and serve as the [Executive Officer], and shall report directly to the . The principal location of Executive’s employment with the Company shall be at the Company’s headquarters in Stamford, Connecticut, although Executive understands and agrees that Executive may be required to travel from time to time for business reasons. During the capacity of its Senior Managing Director. Term (as defined in Section 2 hereof), Executive shall continue to be a full-time employee of the Company and Company, shall dedicate substantially all of Executive’s working time to the Company and its Affiliates Company, and shall have no other employment and no or other business ventures which either are undisclosed to the Company or which conflict with Executive’s duties under this Agreement. Executive will perform shall (a) have all authorities, duties and responsibilities customarily exercised by an individual serving as chief executive officer of a company the size and nature of Aircastle; (b) be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair his ability to discharge, the foregoing duties and responsibilities; and (c) have such additional duties and responsibilities, consistent with the foregoing, as are required by the Company Board may from time to time and normally associated with Executive’s position, together with such additional duties, commensurate with Executive’s positions with the Company and with its Affiliates, as may be assigned assign to Executive from time to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it is designated as the principal governing body of the Company pursuant to the Shareholders Agreement and thereafter, the Boardhim. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) subject participating in trade associations or industry organizations which are related to the business of the Company or engaging in charitable, civic or political activities, (ii) engaging in personal investment activities for Executive and Executive’s family, or (iii) with the prior approval of the Governing Body, accepting directorshipsdirectorships unrelated to the Company, roles equivalent to that in the case of a non-executive chairman the foregoing clauses (i), (ii) and roles that do not involve day-to-day operational involvement (iii), so long as in each case the role does such interests do not give rise to any conflicts of interest with the Company or its Affiliates and does not involve a Competing Business (defined below), (ii) accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts of interest with the Company or its Affiliates or involve a Competing Business and so long as the role is at a company that is an investment made by the Executive or a member of his Group “Affiliates” (as defined belowin Section 5(f) hereof) or materially interfere, individually or in accordance with the requirements of the Code of Ethics and Clause F in Exhibit Aaggregate, (iii) being actively involved in personal investing through the Family Office or otherwise so long as such involvement is consistent with the requirements of the Code of Ethics and Clause F in Exhibit A, (iv) engaging and being actively involved in charitable, cultural, educational and civic activities, so long as such outside interests do not interfere with the performance of Executive’s duties hereunder, or (v) engaging in a business . The Company acknowledges and approves the current activities of the Apollo Operating Group or a member or Subsidiary thereof or of any Person in which a member or Subsidiary of the Apollo Operating Group holds an Investment in each case Executive as set forth on behalf of the Apollo Operating GroupSchedule 1 hereto.

Services and Duties. From Subject to Section 6 hereof, from and after the Closing Date of the Merger (which shall be the "Effective Date" of this Agreement), Executive shall be employed by the Company in the capacity of its Senior Managing DirectorExecutive Vice President, or similar capacity; in such capacity Executive shall report directly to the Company's Co-Chief Executive Officers. The principal location of Executive's employment with the Company shall be the same as the Executive's current principal location of employment with ARC, although Executive understands and agrees that Executive may be required to travel from time to time for business reasons. Executive shall be a full-time employee of the Company and shall dedicate substantially all of Executive’s 's working time to the Company and its Affiliates and shall have no other employment and no other business ventures which either are undisclosed to the Company or which conflict with Executive’s 's duties under this Agreement. Executive will perform such duties as are required by the Company from time to time and normally associated with Executive’s 's position, together with such additional duties, commensurate with Executive’s positions with the Company and with its Affiliates's position, as may be assigned to Executive from time to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it is designated as the principal governing body of the Company pursuant to the Shareholders Agreement and thereafter, the BoardCo-Chief Executive Officers. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) engaging in personal investment activities for the Executive and the Executive's family that do not give rise to any conflict of interests with the Company or its affiliates, (ii) subject to prior approval of the Governing BodyCompany's Board of Directors (the "Board"), accepting directorships, roles equivalent directorships unrelated to that of a non-executive chairman and roles the Company that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts conflict of interest interests with the Company or its Affiliates affiliates and does not involve a Competing Business (defined below), (ii) accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts of interest with the Company or its Affiliates or involve a Competing Business and so long as the role is at a company that is an investment made by the Executive or a member of his Group (as defined below) in accordance with the requirements of the Code of Ethics and Clause F in Exhibit A, (iii) being actively involved engaging in personal investing through the Family Office or otherwise so long as such involvement is consistent with the requirements of the Code of Ethics and Clause F in Exhibit A, (iv) engaging and being actively involved in charitable, cultural, educational charitable and civic activities, so long as such outside interests do not interfere with the performance of the Executive’s 's duties hereunder, or (v) engaging in a business . The Company acknowledges and approves the current activities of the Apollo Operating Group or a member or Subsidiary thereof or of any Person in which a member or Subsidiary of the Apollo Operating Group holds an Investment in each case Executive as set forth on behalf of the Apollo Operating GroupSchedule 1 hereto.

Services and Duties. From and after the Effective Date, Executive shall be employed by the Company in the capacity of its Senior Managing DirectorChairman and Chief Executive Officer. Executive shall be a full-time employee of the Company and shall dedicate substantially all of Executive’s working time to the Company and its Affiliates and shall have no other employment and no other business ventures which either are undisclosed to the Company or conflict with Executive’s duties under this Agreement. Executive will perform such duties as are required by the Company from time to time and normally associated with Executive’s position, together with such additional duties, commensurate with Executive’s positions with the Company and with its Affiliates, as may be assigned to Executive from time to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it is designated as the principal governing body of the Company pursuant to the Shareholders Agreement and thereafter, the Board. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) subject to prior approval of the Governing Body, accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts of interest with the Company or its Affiliates and does not involve a Competing Business (defined below), (ii) accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts of interest with the Company or its Affiliates or involve a Competing Business and so long as the role is at a company that is an investment made by the Executive or a member of his Group (as defined below) in accordance with the requirements of the Code of Ethics and Clause F in Exhibit A, (iii) being actively involved in personal investing through the Family Office or otherwise so long as such involvement is consistent with the requirements of the Code of Ethics and Clause F in Exhibit A, (iv) engaging and being actively involved in charitable, cultural, educational and civic activities, so long as such outside interests do not interfere with the performance of Executive’s duties hereunder, or (v) engaging in a business of the Apollo Operating Group or a member or Subsidiary thereof or of any Person in which a member or Subsidiary of the Apollo Operating Group holds an Investment in each case on behalf of the Apollo Operating Group.

Services and Duties. From Subject to Section 6 hereof, from and after the Closing Date of the Merger (which shall be the "Effective Date" of this Agreement), Executive shall be employed by the Company in the capacity of its Senior Managing DirectorCo-Chief Executive Officer; in such capacity Executive shall report directly to the Company's Board of Directors (the "Board"). The principal location of Executive's employment with the Company shall be the same as the Executive's current principal location of employment with ARC, although Executive understands and agrees that Executive may be required to travel from time to time for business reasons. Executive shall be a full-time employee of the Company and shall dedicate substantially all of Executive’s 's working time to the Company and its Affiliates and shall have no other employment and no other business ventures which either are undisclosed to the Company or which conflict with Executive’s 's duties under this Agreement. Executive will perform such duties as are required by the Company from time to time and normally associated with Executive’s 's position, together with such additional duties, commensurate with Executive’s positions with the Company and with its Affiliates's position, as may be assigned to Executive from time to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it is designated as the principal governing body of the Company pursuant to the Shareholders Agreement and thereafter, the Board. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) engaging in personal investment activities for the Executive and the Executive's family that do not give rise to any conflict of interests with the Company or its affiliates, (ii) subject to prior approval of the Governing BodyBoard, accepting directorships, roles equivalent directorships unrelated to that of a non-executive chairman and roles the Company that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts conflict of interest interests with the Company or its Affiliates affiliates and does not involve a Competing Business (defined below), (ii) accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts of interest with the Company or its Affiliates or involve a Competing Business and so long as the role is at a company that is an investment made by the Executive or a member of his Group (as defined below) in accordance with the requirements of the Code of Ethics and Clause F in Exhibit A, (iii) being actively involved engaging in personal investing through the Family Office or otherwise so long as such involvement is consistent with the requirements of the Code of Ethics and Clause F in Exhibit A, (iv) engaging and being actively involved in charitable, cultural, educational charitable and civic activities, so long as such outside interests do not interfere with the performance of the Executive’s 's duties hereunder, or (v) engaging in a business . The Company acknowledges and approves the current activities of the Apollo Operating Group or a member or Subsidiary thereof or of any Person in which a member or Subsidiary of the Apollo Operating Group holds an Investment in each case Executive as set forth on behalf of the Apollo Operating GroupSchedule 1 hereto.

Services and Duties. From and after the Effective DateSubject to Section 2 hereof, Executive shall shall, pursuant to the terms of this Agreement, be employed by the Company as the President and Chief Executive Officer (the "CEO"), and shall report directly to the Company's Board of Directors (the "Board"). The principal location of Executive's employment with the Company shall be the same as Executive's principal location of employment as of the Effective Date, although Executive understands and agrees that Executive may be required to travel from time to time for business reasons. During the Term (as defined in the capacity of its Senior Managing Director. Section 2 hereof), Executive shall be a full-time employee of the Company and shall dedicate substantially all of Executive’s 's working time to the Company and its Affiliates and shall have no other employment and no other business ventures which either are undisclosed to the Company or which conflict with Executive’s 's duties under this Agreement. Executive will shall perform such duties as are required by the Company from time to time and normally associated with Executive’s 's position, together with such additional duties, commensurate with Executive’s positions with the Company and with its Affiliates's position, as may be assigned to Executive from time to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it is designated as the principal governing body of the Company pursuant to the Shareholders Agreement and thereafter, the Board. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) subject participating in trade associations or industry organizations which are related to prior approval the business of the Governing BodyCompany or engaging in activities for charitable, accepting directorshipscivic or political organizations (including serving as a member of the board of such organization), roles equivalent to that of a non-executive chairman (ii) engaging in personal investment activities for Executive and roles Executive's family that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts of interest with the Company or its Affiliates and does not involve a Competing Business "Affiliates" (as defined below), or (iiiii) accepting directorshipssubject to the prior approval of the Chairman of the Board, roles equivalent to which shall not be unreasonably withheld, serving as a member of the board of directors of any for-profit entity that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts conflict of interest interests with the Company or its Affiliates or involve a Competing Business and Affiliates, in each case so long as the role is at a company that is an investment made by the Executive or a member of his Group activities in (as defined below) in accordance with the requirements of the Code of Ethics i), (ii), and Clause F in Exhibit A, (iii) being actively involved in personal investing through the Family Office or otherwise so long as such involvement is consistent with the requirements of the Code of Ethics and Clause F in Exhibit A, (iv) engaging and being actively involved in charitable, cultural, educational and civic activities, so long as such outside interests above do not interfere interfere, individually or in the aggregate, with the performance of Executive’s 's duties hereunder, or (v) engaging in a business of the Apollo Operating Group or a member or Subsidiary thereof or of any Person in which a member or Subsidiary of the Apollo Operating Group holds an Investment in each case on behalf of the Apollo Operating Group.

Services and Duties. From and after the Effective Date, Executive shall be employed by the Company in the capacity of its continue to serve as Senior Managing Director. Executive shall be a full-time employee Vice President, Strategic Relations of the Company and in such position shall dedicate substantially all have the duties, responsibilities and authority commensurate with the status of Executive’s working time an individual holding such position in a company similarly situated to the Company and its Affiliates shall render services consistent with such position. In all cases, the Executive shall be subject to the supervision and authority of, and shall have no other employment report to, the Chief Executive Officer of the Company. While employed by the Company, Executive agrees to devote all of his working time and no other business ventures which either are undisclosed efforts to the Company or conflict with Executive’s duties under this Agreement. Executive will perform such duties as are required by the Company from time to time business and normally associated with Executive’s position, together with such additional duties, commensurate with Executive’s positions with affairs of the Company and with its Affiliatessubsidiaries, as may be assigned subject to Executive from time periods of vacation and sick leave to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it which he is designated as the principal governing body of the Company entitled pursuant to the Shareholders this Agreement and thereafter, in accordance with the BoardCompany’s policies in effect at such time. Notwithstanding the foregoing, nothing herein shall prohibit preclude Executive from (iA) subject to prior approval of the Governing Body, accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as Executive delivers advance written notice to the Company, from participating in each case or serving on the role board of directors or similar governing body of charitable, religious, social or educational organizations in so far as such participation or service does not give rise unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to any conflicts of interest with the Company or its Affiliates and does not involve a Competing Business (defined below), (iiB) accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as Executive obtains advance written approval from the Company (which such approval shall not be unreasonably withheld), from participating or serving on the board of directors or similar governing body of a for-profit entity in each case the role so far as such participation or service does not give rise unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to any conflicts the Company, or (C) from participating or serving on the board of interest with directors or similar governing body of one public company, in so far as such company is not a competitor of the Company or its Affiliates or involve a Competing Business and so long such participation does not reflect negatively on the Company. Schedule A hereto sets forth each such board on which Executive serves as of the role is at a company that is an investment made Effective Date, which such participation has been approved of by the Company. Executive agrees to discharge his duties diligently, faithfully and in the best interests of the Company. Notwithstanding the foregoing or a member of his Group anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time for any reason or no reason (and whether or not for Cause (as defined below) in accordance with the requirements of the Code of Ethics and Clause F in Exhibit A, (iii) being actively involved in personal investing through the Family Office or otherwise so long as such involvement is consistent with the requirements of the Code of Ethics and Clause F in Exhibit A, (iv) engaging and being actively involved in charitable, cultural, educational and civic activities, so long as such outside interests do not interfere with the performance of Executive’s duties hereunder, or (v) engaging in a business of the Apollo Operating Group or a member or Subsidiary thereof or of any Person in which a member or Subsidiary of the Apollo Operating Group holds an Investment in each case on behalf of the Apollo Operating Group)).

Services and Duties. From and after the Effective Date, Executive shall be employed by the Company in the capacity of its continue to serve as Senior Managing Director. Executive shall be a full-time employee Vice President and Chief Commercial Officer of the Company and in such position shall dedicate substantially all have the duties, responsibilities and authority commensurate with the status of Executive’s working time an individual holding such position in a company similarly situated to the Company and its Affiliates shall render services consistent with such position. In all cases, the Executive shall be subject to the supervision and authority of, and shall have no other employment report to, the Chief Executive Officer of the Company. While employed by the Company, Executive agrees to devote all of his working time and no other business ventures which either are undisclosed efforts to the Company or conflict with Executive’s duties under this Agreement. Executive will perform such duties as are required by the Company from time to time business and normally associated with Executive’s position, together with such additional duties, commensurate with Executive’s positions with affairs of the Company and with its Affiliatessubsidiaries, as may be assigned subject to Executive from time periods of vacation and sick leave to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it which he is designated as the principal governing body of the Company entitled pursuant to the Shareholders this Agreement and thereafter, in accordance with the BoardCompany’s policies in effect at such time. Notwithstanding the foregoing, nothing herein shall prohibit preclude Executive from (iA) subject to prior approval of the Governing Body, accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as Executive delivers advance written notice to the Company, from participating in each case or serving on the role board of directors or similar governing body of charitable, religious, social or educational organizations in so far as such participation or service does not give rise unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to any conflicts of interest with the Company or its Affiliates and does not involve a Competing Business (defined below), (iiB) accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as Executive obtains advance written approval from the Company (which such approval shall not be unreasonably withheld), from participating or serving on the board of directors or similar governing body of a for-profit entity in each case the role so far as such participation or service does not give rise unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to any conflicts the Company, or (C) from participating or serving on the board of interest with directors or similar governing body of one public company, in so far as such company is not a competitor of the Company or its Affiliates or involve a Competing Business and so long such participation does not reflect negatively on the Company. Schedule A hereto sets forth each such board on which Executive serves as of the role is at a company that is an investment made Effective Date, which such participation has been approved of by the Company. Executive agrees to discharge his duties diligently, faithfully and in the best interests of the Company. Notwithstanding the foregoing or a member of his Group anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time for any reason or no reason (and whether or not for Cause (as defined below) in accordance with the requirements of the Code of Ethics and Clause F in Exhibit A, (iii) being actively involved in personal investing through the Family Office or otherwise so long as such involvement is consistent with the requirements of the Code of Ethics and Clause F in Exhibit A, (iv) engaging and being actively involved in charitable, cultural, educational and civic activities, so long as such outside interests do not interfere with the performance of Executive’s duties hereunder, or (v) engaging in a business of the Apollo Operating Group or a member or Subsidiary thereof or of any Person in which a member or Subsidiary of the Apollo Operating Group holds an Investment in each case on behalf of the Apollo Operating Group)).

Services and Duties. From Subject to Section 2 hereof, from and after the Effective Date, Executive shall shall, pursuant to the terms of this Agreement, be employed by the Company as the ______________, and shall report to the President of the Company, Xxxx Xxxxxxx, unless otherwise determined by the Board of Directors (the “Board”) of the Company, a Bermuda exempted company (or any successor thereto) (“GKA”). The principal location of Executive’s employment with the Company shall be at a Company office in Dublin, Ireland although Executive understands and agrees that Executive may be required to travel from time to time for business reasons. The central management and administration of day to day business will occur mainly in the capacity of its Senior Managing DirectorDublin head office. The Executive is Irish based and Irish resident. During the Term (as defined in Section 2), Executive shall be a full-time employee of the Company and Company, shall dedicate substantially all of Executive’s working time to the Company and its Affiliates Company, and shall have no other employment and no or other business ventures which either are undisclosed to the Company or conflict interfere with Executive’s duties under this Agreement. Executive will perform shall (a) have all authorities, duties and responsibilities customarily exercised by an individual serving as _____________ of a company the size and nature of the Company; (b) be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair his ability to discharge, the foregoing duties and responsibilities; and (c) have such additional duties and responsibilities, consistent with the foregoing, as are required by the Company Board may from time to time and normally associated with Executive’s position, together with such additional duties, commensurate with Executive’s positions with the Company and with its Affiliates, as may be assigned assign to Executive from time to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it is designated as the principal governing body of the Company pursuant to the Shareholders Agreement and thereafter, the Boardhim. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) subject participating in trade associations or industry organizations which are related to prior approval the business of the Governing BodyCompany or engaging in charitable, accepting directorshipscivic or political activities, roles equivalent to that of a non-executive chairman (ii) engaging in personal investment and roles trading activities for Executive and Executive’s family that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts of interest with the Company or its Affiliates and does not involve a Competing Business (defined below)Affiliates, (iiiii) accepting directorships, roles equivalent directorships unrelated to that of a non-executive chairman and roles the Company that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts of interest with the Company or its Affiliates Affiliates, or involve a Competing Business and so long as the role is at a company that is an investment made by the Executive or a member of his Group (as defined below) in accordance with the requirements of the Code of Ethics and Clause F in Exhibit A, (iii) being actively involved in personal investing through the Family Office or otherwise so long as such involvement is consistent with the requirements of the Code of Ethics and Clause F in Exhibit A, (iv) engaging in the activities on behalf of First Greenwich Kahala, Ltd. described in the section of the Form F-1 Registration Statement of GKA entitled “Conflicts of interest” at page xv, in the case of the foregoing clauses (i), (ii), (iii), and being actively involved in charitable, cultural, educational and civic activities(iv), so long as such outside interests do not interfere materially interfere, individually or in the aggregate, with the performance of Executive’s duties hereunder, or (v) engaging in a business of the Apollo Operating Group or a member or Subsidiary thereof or of any Person in which a member or Subsidiary of the Apollo Operating Group holds an Investment in each case on behalf of the Apollo Operating Group.

Services and Duties. From The Company hereby employs Executive, and after the Effective Date, Executive shall be employed hereby accepts employment by the Company in the capacity of its Senior Executive Vice President, Secondary Marketing. Executive will report directly to the Company’s Executive Vice President and Chief Financial Officer or his delegate (the “Manager”). The principal location of Executive’s employment shall be at the Company’s executive office located in Lewisville, Texas, or such other location determined by the Fortress entity identified in the organizational documents of FIF HE Holdings LLC (the “Managing DirectorMember”), in its sole discretion, that is within a fifty (50) mile radius of the Company’s current location at 000 Xxxxxxxx Xxxxx, Xxxxxxxxxx Xxxxx 00000, although Executive understands and agrees that Executive may be required to travel from time to time for business reasons. Executive shall be a full-time employee of the Company and shall dedicate substantially all of Executive’s working time to the Company and its Affiliates and shall have no other employment and no other business ventures which either are undisclosed to the Company or which conflict with Executive’s duties under this Agreement. Executive will perform have such duties duties, responsibilities and authority as are required prescribed by the Company Manager from time to time and normally associated with Executive’s positiontime, together with such additional duties, commensurate with Executive’s positions with the Company and with its Affiliates, duties as may be assigned to Executive from time to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it is designated as the principal governing body of the Company pursuant to the Shareholders Agreement and thereafter, the BoardManager. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) engaging in personal investment activities for himself and his family that do not give rise to any conflict of interests with the Company or its affiliates, (ii) subject to prior approval of the Governing BodyCompany and the Managing Member, accepting directorships, roles equivalent acting as a director or in a similar role for an entity unrelated to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as in each case the Company if such role does not give rise to any conflicts conflict of interest interests with the Company or its Affiliates affiliates and does not involve a Competing Business (defined below), (ii) accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts of interest with the Company or its Affiliates or involve a Competing Business and so long as the role is at a company that is an investment made by the Executive or a member of his Group (as defined below) in accordance with the requirements of the Code of Ethics and Clause F in Exhibit A, (iii) being actively involved engaging in personal investing through the Family Office or otherwise so long as such involvement is consistent with the requirements of the Code of Ethics and Clause F in Exhibit A, (iv) engaging and being actively involved in charitable, cultural, educational charitable and civic activities, so long as in each case provided that such outside interests activities do not interfere with the performance of Executive’s his duties hereunder, or (v) engaging in a business of the Apollo Operating Group or a member or Subsidiary thereof or of any Person in which a member or Subsidiary of the Apollo Operating Group holds an Investment in each case on behalf of the Apollo Operating Group.

Services and Duties. From The Company hereby continues to employ Executive, and after the Effective Date, Executive shall be employed hereby accepts such continued employment by the Company Company, in the capacity of its Senior chief financial officer. The principal location of Executive’s employment shall be at the Company’s executive office located in Lewisville, Texas, or such other location determined by FIF HE Holdings LLC (the “Managing DirectorMember”), in its sole discretion, that is within a fifty (50) mile radius of the Company’s current location at 000 Xxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxx 00000, although Executive understands and agrees that Executive may be required to travel from time to time for business reasons. Executive shall be a full-time employee of the Company and shall dedicate substantially all of Executive’s working time to the Company and its Affiliates and shall have no other employment and no other business ventures which either are undisclosed to the Company or which conflict with Executive’s duties under this Agreement. Executive will perform have such duties duties, responsibilities and authority as are required prescribed by the Company Company’s chief executive officer from time to time and normally associated with Executive’s positionposition at a financial services firm, together with such additional duties, commensurate with Executive’s positions with the Company and with its Affiliatesposition, as may be assigned to Executive from time to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it is designated as the principal governing body of the Company pursuant to the Shareholders Agreement and thereafter, the BoardCompany’s chief executive officer. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) subject to the prior written approval of the Governing BodyManaging Member, accepting directorships, roles equivalent acting as a director or in a similar role for an entity unrelated to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as in each case the Company if such role does not give rise to any conflicts conflict of interest interests with the Company or its Affiliates and does not involve a Competing Business (defined below), affiliates; (ii) accepting directorshipsupon providing prior written notice to the Managing Member, roles equivalent (A) creating or forming an investment vehicle or similar entity to engage in personal investment activities on behalf of himself or his family that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts conflict of interest interests with the Company or its Affiliates affiliates or involve (B) serving on a Competing Business board of directors (or similar body) of a charitable or civic organization or enterprise; and so long as the role is at a company that is an investment made by the Executive or a member of his Group (as defined below) in accordance with the requirements of the Code of Ethics and Clause F in Exhibit A, (iii) being actively involved except as provided in subsection (ii)(A) of this Section 1, engaging in personal investing through the Family Office or otherwise so long as such involvement is consistent investment activities for himself and his family that do not give rise to any conflict of interests with the requirements of Company or its affiliates; provided, that in each case such activities do not, either individually or in the Code of Ethics and Clause F in Exhibit Aaggregate, (iv) engaging and being actively involved in charitable, cultural, educational and civic activities, so long as such outside interests do not interfere with the performance of Executive’s his duties hereunder, or (v) engaging in a business of the Apollo Operating Group or a member or Subsidiary thereof or of any Person in which a member or Subsidiary of the Apollo Operating Group holds an Investment in each case on behalf of the Apollo Operating Group.

Services and Duties. From Subject to Section 2 hereof, from and after the Effective Date, Executive shall shall, pursuant to the terms of this Agreement, continue to be employed by the Company as the CEO, and shall report directly to the Board of Directors (the “Board”) of Aircastle Limited, a Bermuda exempted company (or any successor thereto) (“Aircastle”). The principal location of Executive’s employment with the Company shall be at the Company’s headquarters in Stamford, Connecticut, although Executive understands and agrees that Executive may be required to travel from time to time for business reasons. During the capacity of its Senior Managing Director. Term (as defined in Section 2), Executive shall be a full-time employee of the Company and Company, shall dedicate substantially all of Executive’s working time to the Company and its Affiliates Company, and shall have no other employment and no or other business ventures which either are undisclosed to the Company or which conflict with Executive’s duties under this Agreement. Executive will perform shall (a) have all authorities, duties and responsibilities customarily exercised by an individual serving as chief executive officer of a company the size and nature of the Company; (b) be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair his ability to discharge, the foregoing duties and responsibilities; and (c) have such additional duties and responsibilities, consistent with the foregoing, as are required by the Company Board may from time to time and normally associated with Executive’s position, together with such additional duties, commensurate with Executive’s positions with the Company and with its Affiliates, as may be assigned assign to Executive from time to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it is designated as the principal governing body of the Company pursuant to the Shareholders Agreement and thereafter, the Boardhim. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) subject participating in trade associations or industry organizations which are related to prior approval the business of the Governing BodyCompany or engaging in charitable, accepting directorshipscivic or political activities, roles equivalent to that of a non-executive chairman (ii) engaging in personal investment activities for Executive and roles Executive’s family that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts of interest with the Company or its Affiliates and does not involve a Competing Business Affiliates, or (defined below)iii) with the prior approval of the Chairman of the Board, (ii) accepting directorships, roles equivalent directorships unrelated to that of a non-executive chairman and roles the Company that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts of interest with the Company or its Affiliates or involve a Competing Business and so long as Affiliates, in the role is at a company that is an investment made by the Executive or a member of his Group (as defined below) in accordance with the requirements case of the Code of Ethics and Clause F in Exhibit Aforegoing clauses (i), (ii) and (iii) being actively involved in personal investing through the Family Office or otherwise so long as such involvement is consistent with the requirements of the Code of Ethics and Clause F in Exhibit A, (iv) engaging and being actively involved in charitable, cultural, educational and civic activities), so long as such outside interests do not interfere materially interfere, individually or in the aggregate, with the performance of Executive’s duties hereunder, or (v) engaging in a business . The Company acknowledges and approves the current activities of the Apollo Operating Group or a member or Subsidiary thereof or of any Person in which a member or Subsidiary of the Apollo Operating Group holds an Investment in each case Executive as set forth on behalf of the Apollo Operating GroupSchedule 1 hereto.

Services and Duties. From and after the Effective Date, Executive shall be employed by the Company AREP in the capacity of its Senior Managing Director. executive Chairman and by the Manager in the capacity of its Chairman and Chief Executive Officer; in such capacity Executive shall be a full-time employee member and Chairman of the Company Manager’s Management Committee (the “MC”). In addition, Executive shall act as and shall dedicate substantially all perform the duties of the chief executive officer of each of the general partners of the Funds. The principal location of Executive’s working employment with Employer shall be such present location at which Employer maintains its principal location, although Executive understands and agrees that Executive may also be required to travel from time to time for business reasons. Executive shall devote his substantial time and efforts to overseeing the Company strategic and its Affiliates business affairs of AREP and shall have no the asset management operations of the Manager, subject in each case to his ability to continue to engage in his current outside business activities and such other employment future outside business activities as are otherwise consistent with Section 7 of this Agreement and no other business ventures which either are undisclosed comparable in scope to the Company or conflict with outside business activities now conducted by Executive’s duties under this Agreement. Executive will perform such duties as are required by the Company Employer from time to time and normally associated with Executive’s position, together with such additional duties, commensurate with Executive’s positions with the Company Employer and with its Affiliates, as may be assigned to Executive from time to time by the Governing Body. The “Governing Body” means AGM ManagementBoard of Directors of American Property Investors, LLC for so long as it is designated as the principal governing body of the Company pursuant to the Shareholders Agreement and thereafterInc., the general partner of AREP (the “Board”), or the MC consistent with the terms of this Agreement. Executive shall follow and comply with all policies and procedures and compliance manuals adopted by or in respect of Employer and its Affiliates, as may be applicable to Executive. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) subject to prior approval of the Governing BodyBoard and the MC, accepting directorships, roles equivalent directorships unrelated to that of a non-executive chairman and roles Employer that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts conflict of interest interests with the Company Employer or its Affiliates and does not involve a Competing Business (defined below), (ii) accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as engaging in each case the role does not give rise to any conflicts of interest with the Company or its Affiliates or involve a Competing Business and so long as the role is at a company that is an investment made by the Executive or a member of his Group (as defined below) in accordance with the requirements of the Code of Ethics and Clause F in Exhibit A, (iii) being actively involved in personal investing through the Family Office or otherwise so long as such involvement is consistent with the requirements of the Code of Ethics and Clause F in Exhibit A, (iv) engaging and being actively involved in charitable, cultural, educational charitable and civic activities, so long as such outside interests interests, individually or in the aggregate, do not materially interfere with the performance of Executive’s duties hereunder, or (v) engaging in a business of the Apollo Operating Group or a member or Subsidiary thereof or of any Person in which a member or Subsidiary of the Apollo Operating Group holds an Investment in each case on behalf of the Apollo Operating Group.

Services and Duties. From and after the Effective Date, Executive shall be employed by the Company in the capacity of its continue to serve as Senior Managing Director. Executive shall be a full-time employee Vice President and Chief Operations Officer of the Company and in such position shall dedicate substantially all have the duties, responsibilities and authority commensurate with the status of Executive’s working time an individual holding such position in a company similarly situated to the Company and its Affiliates shall render services consistent with such position. In all cases, the Executive shall be subject to the supervision and authority of, and shall have no other employment report to, the Chief Executive Officer of the Company. While employed by the Company, Executive agrees to devote all of his working time and no other business ventures which either are undisclosed efforts to the Company or conflict with Executive’s duties under this Agreement. Executive will perform such duties as are required by the Company from time to time business and normally associated with Executive’s position, together with such additional duties, commensurate with Executive’s positions with affairs of the Company and with its Affiliatessubsidiaries, as may be assigned subject to Executive from time periods of vacation and sick leave to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it which he is designated as the principal governing body of the Company entitled pursuant to the Shareholders this Agreement and thereafter, in accordance with the BoardCompany’s policies in effect at such time. Notwithstanding the foregoing, nothing herein shall prohibit preclude Executive from (iA) subject to prior approval of the Governing Body, accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as Executive delivers advance written notice to the Company, from participating in each case or serving on the role board of directors or similar governing body of charitable, religious, social or educational organizations in so far as such participation or service does not give rise unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to any conflicts of interest with the Company or its Affiliates and does not involve a Competing Business (defined below), (iiB) accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as Executive obtains advance written approval from the Company (which such approval shall not be unreasonably withheld), from participating or serving on the board of directors or similar governing body of a for-profit entity in each case the role so far as such participation or service does not give rise unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to any conflicts the Company, or (C) from participating or serving on the board of interest with directors or similar governing body of one public company, in so far as such company is not a competitor of the Company or its Affiliates or involve a Competing Business and so long such participation does not reflect negatively on the Company. Schedule A hereto sets forth each such board on which Executive serves as of the role is at a company that is an investment made Effective Date, which such participation has been approved of by the Company. Executive agrees to discharge his duties diligently, faithfully and in the best interests of the Company. Notwithstanding the foregoing or a member of his Group anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time for any reason or no reason (and whether or not for Cause (as defined below) in accordance with the requirements of the Code of Ethics and Clause F in Exhibit A, (iii) being actively involved in personal investing through the Family Office or otherwise so long as such involvement is consistent with the requirements of the Code of Ethics and Clause F in Exhibit A, (iv) engaging and being actively involved in charitable, cultural, educational and civic activities, so long as such outside interests do not interfere with the performance of Executive’s duties hereunder, or (v) engaging in a business of the Apollo Operating Group or a member or Subsidiary thereof or of any Person in which a member or Subsidiary of the Apollo Operating Group holds an Investment in each case on behalf of the Apollo Operating Group)).

Services and Duties. From and after the Effective Date, Executive shall be employed by the Company in the capacity of its continue to serve as Senior Managing Director. Executive shall be a full-time employee Vice President and General Counsel of the Company and in such position shall dedicate substantially all have the duties, responsibilities and authority commensurate with the status of Executive’s working time an individual holding such position in a company similarly situated to the Company and its Affiliates shall render services consistent with such position. In all cases, the Executive shall be subject to the supervision and authority of, and shall have no other employment report to, the Chief Executive Officer of the Company. While employed by the Company, Executive agrees to devote all of his working time and no other business ventures which either are undisclosed efforts to the Company or conflict with Executive’s duties under this Agreement. Executive will perform such duties as are required by the Company from time to time business and normally associated with Executive’s position, together with such additional duties, commensurate with Executive’s positions with affairs of the Company and with its Affiliatessubsidiaries, as may be assigned subject to Executive from time periods of vacation and sick leave to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it which he is designated as the principal governing body of the Company entitled pursuant to the Shareholders this Agreement and thereafter, in accordance with the BoardCompany’s policies in effect at such time. Notwithstanding the foregoing, nothing herein shall prohibit preclude Executive from (iA) subject to prior approval of the Governing Body, accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as Executive delivers advance written notice to the Company, from participating in each case or serving on the role board of directors or similar governing body of charitable, religious, social or educational organizations in so far as such participation or service does not give rise unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to any conflicts of interest with the Company or its Affiliates and does not involve a Competing Business (defined below), (iiB) accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as Executive obtains advance written approval from the Company (which such approval shall not be unreasonably withheld), from participating or serving on the board of directors or similar governing body of a for-profit entity in each case the role so far as such participation or service does not give rise unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to any conflicts the Company, or (C) from participating or serving on the board of interest with directors or similar governing body of one public company, in so far as such company is not a competitor of the Company or its Affiliates or involve a Competing Business and so long such participation does not reflect negatively on the Company. Schedule A hereto sets forth each such board on which Executive serves as of the role is at a company that is an investment made Effective Date, which such participation has been approved of by the Company. Executive agrees to discharge his duties diligently, faithfully and in the best interests of the Company. Notwithstanding the foregoing or a member of his Group anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time for any reason or no reason (and whether or not for Cause (as defined below) in accordance with the requirements of the Code of Ethics and Clause F in Exhibit A, (iii) being actively involved in personal investing through the Family Office or otherwise so long as such involvement is consistent with the requirements of the Code of Ethics and Clause F in Exhibit A, (iv) engaging and being actively involved in charitable, cultural, educational and civic activities, so long as such outside interests do not interfere with the performance of Executive’s duties hereunder, or (v) engaging in a business of the Apollo Operating Group or a member or Subsidiary thereof or of any Person in which a member or Subsidiary of the Apollo Operating Group holds an Investment in each case on behalf of the Apollo Operating Group)).

Services and Duties. From and after the Effective Date, Executive shall be employed by the Company in the capacity of its continue to serve as Senior Managing Director. Executive shall be a full-time employee Vice President and Chief Financial Officer of the Company and in such position shall dedicate substantially all have the duties, responsibilities and authority commensurate with the status of Executive’s working time an individual holding such position in a company similarly situated to the Company and its Affiliates shall render services consistent with such position. In all cases, the Executive shall be subject to the supervision and authority of, and shall have no other employment report to, the Chief Executive Officer of the Company. While employed by the Company, Executive agrees to devote all of his working time and no other business ventures which either are undisclosed efforts to the Company or conflict with Executive’s duties under this Agreement. Executive will perform such duties as are required by the Company from time to time business and normally associated with Executive’s position, together with such additional duties, commensurate with Executive’s positions with affairs of the Company and with its Affiliatessubsidiaries, as may be assigned subject to Executive from time periods of vacation and sick leave to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it which he is designated as the principal governing body of the Company entitled pursuant to the Shareholders this Agreement and thereafter, in accordance with the BoardCompany’s policies in effect at such time. Notwithstanding the foregoing, nothing herein shall prohibit preclude Executive from (iA) subject to prior approval of the Governing Body, accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as Executive delivers advance written notice to the Company, from participating in each case or serving on the role board of directors or similar governing body of charitable, religious, social or educational organizations in so far as such participation or service does not give rise unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to any conflicts of interest with the Company or its Affiliates and does not involve a Competing Business (defined below), (iiB) accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as Executive obtains advance written approval from the Company (which such approval shall not be unreasonably withheld), from participating or serving on the board of directors or similar governing body of a for-profit entity in each case the role so far as such participation or service does not give rise unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to any conflicts the Company, or (C) from participating or serving on the board of interest with directors or similar governing body of one public company, in so far as such company is not a competitor of the Company or its Affiliates or involve a Competing Business and so long such participation does not reflect negatively on the Company. Schedule A hereto sets forth each such board on which Executive serves as of the role is at a company that is an investment made Effective Date, which such participation has been approved of by the Company. Executive agrees to discharge his duties diligently, faithfully and in the best interests of the Company. Notwithstanding the foregoing or a member of his Group anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time for any reason or no reason (and whether or not for Cause (as defined below) in accordance with the requirements of the Code of Ethics and Clause F in Exhibit A, (iii) being actively involved in personal investing through the Family Office or otherwise so long as such involvement is consistent with the requirements of the Code of Ethics and Clause F in Exhibit A, (iv) engaging and being actively involved in charitable, cultural, educational and civic activities, so long as such outside interests do not interfere with the performance of Executive’s duties hereunder, or (v) engaging in a business of the Apollo Operating Group or a member or Subsidiary thereof or of any Person in which a member or Subsidiary of the Apollo Operating Group holds an Investment in each case on behalf of the Apollo Operating Group)).

Services and Duties. From the Effective Date until the consummation of the Conveyance, Brookdale shall employ Executive in the capacity of its Chief Executive Officer; in such capacity Executive will report directly to Brookdale's Board of Directors. From and after the Effective Dateconsummation of the Conveyance, Executive shall be employed by the Company BSL in the capacity of its Senior Managing DirectorChief Executive Officer; in such capacity Executive shall report directly to BSL's Board of Directors. Any reference herein to the "Board" shall be a reference to the Board of Directors of Executive's employer at the relevant point in time. Any reference herein to "the Company" shall be a reference to the Executive's employer at the relevant point in time. The principal location of Executive's employment shall be at Brookdale's executive office located in Chicago, Illinois although Executive understands and agrees that Executive may be required to travel from time to time for business reasons. Executive shall be a full-time employee of the Company and shall dedicate substantially all of Executive’s 's working time to the Company and its Affiliates and shall have no other employment and no other business ventures which either are undisclosed to the Company or which conflict with Executive’s 's duties under this Agreement. Executive will perform such duties as are required by the Company from time to time and normally associated with Executive’s 's position, together with such additional duties, commensurate with Executive’s positions with the Company and with its Affiliates's position, as may be assigned to Executive from time to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it is designated as the principal governing body of the Company pursuant to the Shareholders Agreement and thereafter, the Board. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) engaging in personal investment activities for himself and his family that do not give rise to any conflict of interests with the Company or its affiliates, (ii) subject to prior approval of the Governing BodyBoard, accepting directorships, roles equivalent directorships unrelated to that of a non-executive chairman and roles the Company that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts conflict of interest interests with the Company or its Affiliates affiliates and does not involve a Competing Business (defined below), (ii) accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts of interest with the Company or its Affiliates or involve a Competing Business and so long as the role is at a company that is an investment made by the Executive or a member of his Group (as defined below) in accordance with the requirements of the Code of Ethics and Clause F in Exhibit A, (iii) being actively involved engaging in personal investing through the Family Office or otherwise so long as such involvement is consistent with the requirements of the Code of Ethics and Clause F in Exhibit A, (iv) engaging and being actively involved in charitable, cultural, educational charitable and civic activities, so long as such outside interests do not interfere with the performance of Executive’s his duties hereunder, or (v) engaging in a business of the Apollo Operating Group or a member or Subsidiary thereof or of any Person in which a member or Subsidiary of the Apollo Operating Group holds an Investment in each case on behalf of the Apollo Operating Group.

Services and Duties. From the Effective Date until the consummation of the Conveyance, Brookdale shall employ Executive in the capacity of its Chief Financial Officer; in such capacity Executive will report directly to Brookdale's Chief Executive Officer. From and after the Effective Dateconsummation of the Conveyance, Executive shall be employed by the Company BSL in the capacity of its Senior Managing DirectorExecutive Vice President and Chief Financial Officer; in such capacity Executive shall report directly to BSL's Board of Directors and its Chief Executive Officer. Any reference herein to the "Board" shall be a reference to the Board of Directors of Executive's employer at the relevant point in time. Any reference herein to "the Company" shall be a reference to the Executive's employer at the relevant point in time. The principal location of Executive's employment shall be at Brookdale's executive office located in Chicago, Illinois although Executive understands and agrees that Executive may be required to travel from time to time for business reasons. Executive shall be a full-time employee of the Company and shall dedicate substantially all of Executive’s 's working time to the Company and its Affiliates and shall have no other employment and no other business ventures which either are undisclosed to the Company or which conflict with Executive’s 's duties under this Agreement. Executive will perform such duties as are required by the Company from time to time and normally associated with Executive’s 's position, together with such additional duties, commensurate with Executive’s positions with the Company and with its Affiliates's position, as may be assigned to Executive from time to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it is designated as the principal governing body of the Company pursuant to the Shareholders Agreement and thereafter, the BoardCompany's Board or its Chief Executive Officer. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) engaging in personal investment activities for himself and his family that do not give rise to any conflict of interests with the Company or its affiliates, (ii) subject to prior approval of the Governing BodyBoard, accepting directorships, roles equivalent directorships unrelated to that of a non-executive chairman and roles the Company that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts conflict of interest interests with the Company or its Affiliates affiliates and does not involve a Competing Business (defined below), (ii) accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts of interest with the Company or its Affiliates or involve a Competing Business and so long as the role is at a company that is an investment made by the Executive or a member of his Group (as defined below) in accordance with the requirements of the Code of Ethics and Clause F in Exhibit A, (iii) being actively involved engaging in personal investing through the Family Office or otherwise so long as such involvement is consistent with the requirements of the Code of Ethics and Clause F in Exhibit A, (iv) engaging and being actively involved in charitable, cultural, educational charitable and civic activities, so long as such outside interests do not interfere with the performance of Executive’s his duties hereunder, or (v) engaging in a business of the Apollo Operating Group or a member or Subsidiary thereof or of any Person in which a member or Subsidiary of the Apollo Operating Group holds an Investment in each case on behalf of the Apollo Operating Group.

Services and Duties. From and after the Effective Date, Executive shall be employed by the Company in the capacity of its Senior Managing Director. continue to serve as President and Chief Executive shall be a full-time employee Officer of the Company and in such position shall dedicate substantially all have the duties, responsibilities and authority commensurate with the status of Executive’s working time an individual holding such position in a company similarly situated to the Company and its Affiliates shall render services consistent with such position. In all cases, the Executive shall be subject to the supervision and authority of, and shall have no other employment report to, the Board of Directors of the Company (the “Board”). While employed by the Company, Executive agrees to devote all of his working time and no other business ventures which either are undisclosed efforts to the Company or conflict with Executive’s duties under this Agreement. Executive will perform such duties as are required by the Company from time to time business and normally associated with Executive’s position, together with such additional duties, commensurate with Executive’s positions with affairs of the Company and with its Affiliatessubsidiaries, as may be assigned subject to Executive from time periods of vacation and sick leave to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it which he is designated as the principal governing body of the Company entitled pursuant to the Shareholders this Agreement and thereafter, in accordance with the BoardCompany’s policies in effect at such time. Notwithstanding the foregoing, nothing herein shall prohibit preclude Executive from (iA) subject to prior approval of the Governing Body, accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as Executive delivers advance written notice to the Company, from participating in each case or serving on the role board of directors or similar governing body of charitable, religious, social or educational organizations in so far as such participation or service does not give rise unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to any conflicts of interest with the Company or its Affiliates and does not involve a Competing Business (defined below), (iiB) accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as Executive obtains advance written approval from the Company (which such approval shall not be unreasonably withheld), from participating or serving on the board of directors or similar governing body of a for-profit entity in each case the role so far as such participation or service does not give rise unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to any conflicts the Company, or (C) from participating or serving on the board of interest with directors or similar governing body of one public company, in so far as such company is not a competitor of the Company or its Affiliates or involve a Competing Business and so long such participation does not reflect negatively on the Company. Schedule A hereto sets forth each such board on which Executive serves as of the role is at a company that is an investment made Effective Date, which such participation has been approved of by the Company. Executive agrees to discharge his duties diligently, faithfully and in the best interests of the Company. Notwithstanding the foregoing or a member of his Group anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time for any reason or no reason (and whether or not for Cause (as defined below) in accordance with the requirements of the Code of Ethics and Clause F in Exhibit A, (iii) being actively involved in personal investing through the Family Office or otherwise so long as such involvement is consistent with the requirements of the Code of Ethics and Clause F in Exhibit A, (iv) engaging and being actively involved in charitable, cultural, educational and civic activities, so long as such outside interests do not interfere with the performance of Executive’s duties hereunder, or (v) engaging in a business of the Apollo Operating Group or a member or Subsidiary thereof or of any Person in which a member or Subsidiary of the Apollo Operating Group holds an Investment in each case on behalf of the Apollo Operating Group)).

Services and Duties. From The Company hereby employs Executive, and after the Effective Date, Executive shall be employed hereby accepts employment by the Company in the capacity of its Senior Executive Vice President—Servicing. Executive will report directly to the Company’s Chief Executive Officer (the “Manager”). The principal location of Executive’s employment shall be at the Company’s executive office located in Lewisville Texas or such other location determined by the Fortress entity identified in the organizational documents of FIF HE Holdings LLC (the “Managing DirectorMember”), in its sole discretion, that is within a fifty (50) mile radius of the Company’s current location at 000 Xxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxx 00000, although Executive understands and agrees that Executive may be required to travel from time to time for business reasons. Executive shall be a full-time employee of the Company and shall dedicate substantially all of Executive’s working time to the Company and its Affiliates and shall have no other employment and no other business ventures which either are undisclosed to the Company or which conflict with Executive’s duties under this Agreement. Executive will perform have such duties duties, responsibilities and authority as are required prescribed by the Company Manager from time to time and normally associated with Executive’s positiontime, together with such additional duties, commensurate with Executive’s positions with the Company and with its Affiliates, duties as may be assigned to Executive from time to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it is designated as the principal governing body of the Company pursuant to the Shareholders Agreement and thereafter, the BoardManager. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) engaging in personal investment activities for himself and his family that do not give rise to any conflict of interests with the Company or its affiliates, (ii) subject to prior approval of the Governing BodyCompany and the Managing Member, accepting directorships, roles equivalent acting as a director or in a similar role for an entity unrelated to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as in each case the Company if such role does not give rise to any conflicts conflict of interest interests with the Company or its Affiliates affiliates and does not involve a Competing Business (defined below), (ii) accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts of interest with the Company or its Affiliates or involve a Competing Business and so long as the role is at a company that is an investment made by the Executive or a member of his Group (as defined below) in accordance with the requirements of the Code of Ethics and Clause F in Exhibit A, (iii) being actively involved engaging in personal investing through the Family Office or otherwise so long as such involvement is consistent with the requirements of the Code of Ethics and Clause F in Exhibit A, (iv) engaging and being actively involved in charitable, cultural, educational charitable and civic activities, so long as in each case provided that such outside interests activities do not interfere with the performance of Executive’s his duties hereunder, or (v) engaging in a business of the Apollo Operating Group or a member or Subsidiary thereof or of any Person in which a member or Subsidiary of the Apollo Operating Group holds an Investment in each case on behalf of the Apollo Operating Group.

Services and Duties. From and after the Effective DateDate until the consummation of the Conveyance, Brookdale shall employ Executive shall be employed by the Company in the capacity of its Senior Managing DirectorVice President. Secretary and General Counsel, in such capacity Executive will report directly to Brookdale's Chief Executive Officer. From and after the consummation of the Conveyance. Executive shall be employed by BSL in the capacity of its Executive Vice President., Secretary and General Counsel; in such capacity Executive shall report directly to BSL's Board of Directors, and Chief Executive Officer. Any reference herein to the "Board" shall be a reference to the Board of Directors of Executive's employer at the relevant point in time. Any reference herein to "the Company" shall be a reference to the Executive's employer at the relevant point in time. The principal location of Executive's employment shall be at Brookdale's executive office located in Chicago, Illinois although Executive understands and agrees that Executive may be required to travel from time to time for business reasons. Executive shall be a full-time employee of the Company and shall dedicate substantially all of Executive’s 's working time to the Company and its Affiliates and shall have no other employment and no other business ventures which either are undisclosed to the Company or which conflict with Executive’s 's duties under this Agreement. Executive will perform such duties as are required by the Company from time to time and normally associated with Executive’s 's position, together with such additional duties, commensurate with Executive’s positions with the Company and with its Affiliates's position, as may be assigned to Executive from time to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it is designated as the principal governing body of the Company pursuant to the Shareholders Agreement and thereafter, the BoardCompany's Board or Chief Executive Officer. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) engaging in personal investment activities for himself and his family that do not give rise to any conflict of interests with the Company or its affiliates, (ii) subject to prior approval of the Governing BodyBoard, accepting directorships, roles equivalent directorships unrelated to that of a non-executive chairman and roles the Company that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts conflict of interest interests with the Company or its Affiliates affiliates and does not involve a Competing Business (defined below), (ii) accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts of interest with the Company or its Affiliates or involve a Competing Business and so long as the role is at a company that is an investment made by the Executive or a member of his Group (as defined below) in accordance with the requirements of the Code of Ethics and Clause F in Exhibit A, (iii) being actively involved engaging in personal investing through the Family Office or otherwise so long as such involvement is consistent with the requirements of the Code of Ethics and Clause F in Exhibit A, (iv) engaging and being actively involved in charitable, cultural, educational charitable and civic activities, so long as such outside interests do not interfere with the performance of Executive’s his duties hereunder, or (v) engaging in a business of the Apollo Operating Group or a member or Subsidiary thereof or of any Person in which a member or Subsidiary of the Apollo Operating Group holds an Investment in each case on behalf of the Apollo Operating Group.

Services and Duties. From Subject to Section 2 hereof, from and after the Effective Date, Executive shall shall, pursuant to the terms of this Agreement, continue to be employed by the Company as the [Title]. The principal location of Executive’s employment with the Company shall be at the Company’s headquarters in Stamford, Connecticut, although Executive understands and agrees that Executive may be required to travel from time to time for business reasons. During the capacity of its Senior Managing Director. Term (as defined in Section 2), Executive shall be a full-time employee of the Company and Company, shall dedicate substantially all of Executive’s working time to the Company and its Affiliates Company, shall report directly to the company’s chief executive officer and shall have no other employment and no or other business ventures which either are undisclosed to the Company or which conflict with Executive’s duties under this Agreement. Executive will perform shall (a) have such authorities, duties and responsibilities as are required by the Company Company’s chief executive officer (or delegee) may from time to time assign to him and normally associated reasonably consistent with Executive’s position, together with such additional duties, commensurate with Executive’s positions with the Company those customarily performed by a [title] of a company having a similar size and with its Affiliates, as may be assigned to Executive from time to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it is designated as the principal governing body nature of the Company pursuant to the Shareholders Agreement and thereafter, the BoardCompany. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) subject participating in trade associations or industry organizations which are related to prior approval the business of the Governing BodyCompany or engaging in charitable, accepting directorshipscivic or political activities, roles equivalent to that of a non-executive chairman (ii) engaging in personal investment activities for Executive and roles Executive’s family that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts of interest with the Company or its Affiliates and does not involve a Competing Business Affiliates, or (defined belowiii) with the prior approval of the Company’s chief executive officer (or delegee), (ii) accepting directorships, roles equivalent directorships unrelated to that of a non-executive chairman and roles the Company that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts of interest with the Company or its Affiliates or involve a Competing Business and so long as Affiliates, in the role is at a company that is an investment made by the Executive or a member of his Group (as defined below) in accordance with the requirements case of the Code of Ethics and Clause F in Exhibit Aforegoing clauses (i), (ii) and (iii) being actively involved in personal investing through the Family Office or otherwise so long as such involvement is consistent with the requirements of the Code of Ethics and Clause F in Exhibit A, (iv) engaging and being actively involved in charitable, cultural, educational and civic activities), so long as such outside interests do not interfere materially interfere, individually or in the aggregate, with the performance of Executive’s duties hereunder. The Company acknowledges and approves the current activities, or (v) engaging in a business if any, of the Apollo Operating Group or a member or Subsidiary thereof or of any Person in which a member or Subsidiary of the Apollo Operating Group holds an Investment in each case Executive as set forth on behalf of the Apollo Operating GroupSchedule 1 hereto.

Services and Duties. From The Company hereby continues to employ Executive, and after the Effective Date, Executive shall be employed hereby accepts such continued employment by the Company Company, in the capacity of its Senior Executive Vice President. The principal location of Executive’s employment shall be at the Company’s executive office located in Lewisville, Texas, or such other location determined by FIF HE Holdings LLC (the “Managing DirectorMember”), in its sole discretion, that is within a fifty (50) mile radius of the Company’s current location at 000 Xxxxxxxx Xxxxx, Xxxxxxxxxx Xxxxx 00000, although Executive understands and agrees that Executive may be required to travel from time to time for business reasons. Executive shall be a full-time employee of the Company and shall dedicate substantially all of Executive’s working time to the Company and its Affiliates and shall have no other employment and no other business ventures which either are undisclosed to the Company or which conflict with Executive’s duties under this Agreement. Executive will perform have such duties duties, responsibilities and authority as are required prescribed by the Company Company’s CEO or his delegate (the “Manager”) from time to time and normally associated with Executive’s positiontime, together with such additional duties, commensurate with Executive’s positions with the Company and with its Affiliates, duties as may be assigned to Executive from time to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it is designated as the principal governing body of the Company pursuant to the Shareholders Agreement and thereafter, the BoardManager. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) subject to the prior written approval of the Governing BodyCompany and the Managing Member, accepting directorships, roles equivalent acting as a director or in a similar role for an entity unrelated to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as in each case the Company if such role does not give rise to any conflicts conflict of interest interests with the Company or its Affiliates and does not involve a Competing Business (defined below), affiliates; (ii) accepting directorshipsupon providing prior written notice to the Company and the Managing Member, roles equivalent (A) creating or forming an investment vehicle or similar entity to engage in personal investment activities on behalf of himself or his family that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts conflict of interest interests with the Company or its Affiliates affiliates or involve (B) serving on a Competing Business board of directors (or similar body) of a charitable or civic organization or enterprise; and so long as the role is at a company that is an investment made by the Executive or a member of his Group (as defined below) in accordance with the requirements of the Code of Ethics and Clause F in Exhibit A, (iii) being actively involved except as provided in subsection (ii)(A) of this Section 1, engaging in personal investing through the Family Office or otherwise so long as such involvement is consistent investment activities for himself and his family that do not give rise to any conflict of interests with the requirements of Company or its affiliates; provided, that in each case such activities do not, either individually or in the Code of Ethics and Clause F in Exhibit Aaggregate, (iv) engaging and being actively involved in charitable, cultural, educational and civic activities, so long as such outside interests do not interfere with the performance of Executive’s his duties hereunder, or (v) engaging in a business of the Apollo Operating Group or a member or Subsidiary thereof or of any Person in which a member or Subsidiary of the Apollo Operating Group holds an Investment in each case on behalf of the Apollo Operating Group.

Services and Duties. From Subject to Section 3 hereof, Executive shall, pursuant to the terms of this Agreement, be employed by the Employer as Executive Vice President of Springleaf from and after the Effective Date and as the CFO from and after the Appointment Date, shall have the duties, responsibilities, functions and authority that are normally associated with such offices, and shall report directly to the Chief Executive shall be employed by Officer of Springleaf (the Company “CEO”). During the Term (as defined in the capacity of its Senior Managing Director. Section 3), Executive shall be a full-time employee of the Company Employer and shall dedicate substantially all of Executive’s working time to the Company and its Affiliates Company, and shall have no other employment and no other or business ventures which either are undisclosed to the Company or which conflict with Executive’s duties under this Agreement. Executive will shall perform such duties consistent with his executive positions hereunder as are required by the Company CEO from time to time time, including (A) commencing on the Appointment Date, as the CFO, making any required certifications under the Xxxxxxxx-Xxxxx Act of 2002 and any applicable Securities and Exchange Commission rules and regulations (provided that such certifications are, in Executive’s good faith determination, true and accurate), and signing any management representation letters requested by the Company's independent auditor (provided that the information set forth in such letters are, in Executive’s good faith determination, true and accurate), and (B) such other duties that are normally associated with Executive’s position, together with such additional lawful duties, commensurate with Executive’s positions with the Company and with its Affiliatesposition, as may be assigned to Executive from time to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it is designated as the principal governing body of the Company pursuant to the Shareholders Agreement and thereafter, the BoardCEO. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) subject participating in trade associations or industry organizations which are related to prior approval the business of the Governing BodyCompany or engaging in charitable, accepting directorshipscivic, roles equivalent to that of a non-executive chairman religious, or political activities, (ii) engaging in personal and roles family investment activities that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts of interest with the Company or its Affiliates and does not involve a Competing Business (defined below)iii) subject to prior approval of the CEO, (ii) accepting directorships, roles equivalent directorships unrelated to that of a non-executive chairman and roles the Company that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts of interest interests with the Company or its Affiliates or involve a Competing Business and Company, in each case so long as the role is at a company that is an investment made by the Executive or a member of his Group interests in (as defined belowi), (ii) in accordance with the requirements of the Code of Ethics and Clause F in Exhibit A, (iii) being actively involved in personal investing through the Family Office or otherwise so long as such involvement is consistent with the requirements of the Code of Ethics and Clause F in Exhibit A, (iv) engaging and being actively involved in charitable, cultural, educational and civic activities, so long as such outside interests above do not interfere interfere, individually or in the aggregate, with the performance of Executive’s duties hereunder, including the restrictive covenants set forth in Section 7 hereof (the “Restrictive Covenants”) or (v) engaging the restrictive covenants set forth in any other agreement between Executive and the Company or to which Executive is a business party or any other ongoing obligation to which Executive is subject. The Employer and Springleaf acknowledge and approve the current activities of Executive as set forth on Schedule 1 hereto. Notwithstanding the Apollo Operating Group foregoing, this Agreement shall terminate and shall have no force and effect in the event that Executive has not commenced employment hereunder on or a member or Subsidiary thereof or of any Person in which a member or Subsidiary of the Apollo Operating Group holds an Investment in each case on behalf of the Apollo Operating Groupprior to November 15, 2015.