Common use of Employment Duties Clause in Contracts

Employment Duties. During the Employment Period (as defined below), Executive shall serve as Chief Executive Officer of the Company and shall have all the duties, responsibilities and authority commensurate with such position and such additional duties as may be determined by the Company’s Board of Directors (the “Board of Directors”). Executive shall report to, and be subject to the general supervision of, the Board of Directors, consistent with the terms of this Agreement. During the Employment Period, Executive shall be permitted to engage in other activities, including (A) serving on the boards of directors of non-profit organizations and other for-profit companies, (B) participating in charitable, civic, educational, professional, community or industry affairs, (C) participating, directly or indirectly, either alone or through Affiliates (as defined below) in other for-profit enterprises involved in the same or related industry as the Company and (D) managing Executive’s passive personal investments (collectively, the “Outside Activities”) so long as the Outside Activities are disclosed to the Compensation Committee of the Board of Directors (the “Compensation Committee”) and do not, in the aggregate materially interfere or conflict with Executive’s duties hereunder or create a business or fiduciary conflict, as reasonably determined in good faith by the Compensation Committee. For the avoidance of doubt, the Outside Activities relating to for-profit enterprises involved in the same or related industry as the Company currently include those activities set forth on Schedule A (as amended from time to time by the parties) attached hereto (and all of such Outside Activities are hereby approved by the Compensation Committee and the Company). If the Compensation Committee determines that Executive’s activities materially interfere or conflict as provided above, the Compensation Committee shall notify Executive in writing of such determination and the basis thereof (and the Compensation Committee and Executive shall meet to discuss in good faith the resolution thereof), and Executive, subject to fiduciary obligations, shall promptly take steps to address the Compensation Committee’s concern as mutually agreed in good faith between Executive and the Compensation Committee. In furtherance of the foregoing, Executive agrees to meet with the Compensation Committee at the Compensation Committee’s request to discuss Executive’s Outside Activities and any additional activities that Executive (or his Affiliates) have undertaken since the last meeting between Executive and the Compensation Committee or that Executive (or his Affiliates) contemplate undertaking or have taken active steps to begin undertaking. Executive agrees to abide by the rules, regulations, personnel practices and policies of the Company, as adopted and amended from time to time by the Company, provided, that such rules, regulations, practices and policies are not inconsistent with the terms and conditions of this Agreement and have been disclosed in advance to Executive. Further, during the Employment Period, so long as the Company’s common stock is not publicly traded, and so long as Executive remains a significant shareholder of the Company he shall be elected to the Board of Directors, and Executive shall serve as Chairman of the Board of Directors (and, if he so elects, shall be a member of all other boards of directors of subsidiaries of the Company) and, if the common stock of the Company becomes publicly traded, subject to the requirements of applicable law (including, without limitation, any rules or regulations of any exchange on which the common stock of the Company is listed, if applicable), the Company shall cause the nominating and corporate governance committee of the Board of Directors to propose to the shareholders of the Company at each annual meeting occurring during the Employment Period at which Executive is subject to election or re-election, as applicable, the election or re-election, as applicable, of Executive as a member of the Board of Directors and Executive shall so serve if elected or re-elected; provided, however, that if the Company terminates Executive’s employment with the Company for Cause, Executive’s membership on the Board of Directors shall also terminate, unless otherwise agreed in writing by the Company and Executive.

Employment Duties. During Except as hereinafter provided, the Executive shall during the Employment Period (as defined below), Executive shall serve as Chief Executive Officer of perform the Company executive and administrative duties and functions and shall have all the powers and privileges of an Executive Vice President of the Corporation, as such duties, responsibilities functions, powers and authority commensurate with such position privileges are defined in the By-Laws of the Corporation in effect on the date hereof and such additional duties as may be determined by the Company’s Board of Directors (the “Board of Directors”). Executive shall report tocurrently 2 interpreted, and be subject and, to the general supervision ofextent not defined therein, as the same are customarily performed and exercised by an Executive Vice President of a publicly owned corporation incorporated in one of the states of the United States of America. If so elected, the Board of Directors, consistent with the terms of this Agreement. During the Employment Period, Executive shall be permitted to engage in other activities, including (A) serving on the boards of directors of non-profit organizations and other for-profit companies, (B) participating in charitable, civic, educational, professional, community or industry affairs, (C) participating, directly or indirectly, either alone or through Affiliates (as defined below) in other for-profit enterprises involved in the same or related industry as the Company and (D) managing Executive’s passive personal investments (collectively, the “Outside Activities”) so long as the Outside Activities are disclosed to the Compensation Committee of the Board of Directors (the “Compensation Committee”) and do not, in the aggregate materially interfere or conflict with Executive’s duties hereunder or create a business or fiduciary conflict, as reasonably determined in good faith by the Compensation Committee. For the avoidance of doubt, the Outside Activities relating to for-profit enterprises involved in the same or related industry as the Company currently include those activities set forth on Schedule A (as amended from time to time by the parties) attached hereto (and all of such Outside Activities are hereby approved by the Compensation Committee and the Company). If the Compensation Committee determines that Executive’s activities materially interfere or conflict as provided above, the Compensation Committee shall notify Executive in writing of such determination and the basis thereof (and the Compensation Committee and Executive shall meet to discuss in good faith the resolution thereof), and Executive, subject to fiduciary obligations, shall promptly take steps to address the Compensation Committee’s concern as mutually agreed in good faith between Executive and the Compensation Committee. In furtherance of the foregoing, Executive agrees to meet with the Compensation Committee at the Compensation Committee’s request to discuss Executive’s Outside Activities and any additional activities that Executive (or his Affiliates) have undertaken since the last meeting between Executive and the Compensation Committee or that Executive (or his Affiliates) contemplate undertaking or have taken active steps to begin undertaking. Executive agrees to abide by the rules, regulations, personnel practices and policies of the Company, as adopted and amended from time to time by the Company, provided, that such rules, regulations, practices and policies are not inconsistent with the terms and conditions of this Agreement and have been disclosed in advance to Executive. Furthershall, during the Employment Period, so long as the Company’s common stock is not publicly traded, and so long as Executive remains a significant shareholder of the Company he shall be elected to the Board of Directors, and Executive shall serve as Chairman of the Board of Directors (and, if he so elects, shall be a member of all other boards of directors of subsidiaries of the Company) and, if the common stock of the Company becomes publicly traded, subject to the requirements of applicable law (including, without limitation, any rules or regulations of any exchange on which the common stock of the Company is listed, if applicable), the Company shall cause the nominating and corporate governance committee of the Board of Directors to propose to the shareholders of the Company at each annual meeting occurring during the Employment Period at which Executive is subject to election or re-election, as applicable, the election or re-election, as applicable, of Executive as a member of the Board of Directors (and of the Executive shall so serve if elected Committee or re-elected; provided, however, that if the Company terminates Executive’s employment with the Company for Cause, Executive’s membership on any similar committee having powers of the Board of Directors now in existence or hereafter created) of the Corporation without any additional compensation for such services for so long as the Executive is elected to serve on the Board, the Executive Committee or any similar committee. As used in this Agreement, the term "Corporation" includes each Subsidiary of the Corporation. So long as he is an officer of the Corporation, the Executive agrees to devote substantially all his business time to the business and affairs of the Corporation, and to exert his best efforts in the performance of his duties as an officer, director and member of any committee of the Board of Directors of the Corporation to which he may be elected, so as to promote the profit, benefit and advantage of the business to the Corporation. Notwithstanding the foregoing, the Corporation acknowledges that Executive is a stockholder, and serves on the board of directors, of each of Olivxx Xxxcking Corporation and Q2 Marketing, Inc. (the "Other Interests") and agrees that Executive may devote that portion of his business time not required to be devoted to the business and affairs of the Corporation as provided above to such Other Interests, provided that (i) neither such activities nor the time devoted thereto by Executive interfere with the duties to be performed by Executive hereunder and (ii) in no event shall also terminateExecutive assume an active role in the day-to-day management of Olivxx Trucking Corporation or Q2 Marketing, unless otherwise agreed Inc. As used in writing by this Agreement, the Company term "Q2 Marketing, Inc." shall mean Q2 Marketing, Inc. and Executiveits successors and assigns.

Employment Duties. The Executive shall cease to act as Americas Group President as of the Effective Date. During the Employment Period period beginning on the Effective Date and ending on the first to occur of: (as defined belowi) August 31, 2014; (ii) a date mutually agreed to by the Executive and the Company; (iii) the date on which the Executive resigns his employment with the Company; and (iv) the date on which the Executive’s employment is terminated by the Company for Cause (the first to occur of such dates, the “Separation Date”), the Executive shall continue to serve the Company as an Executive Vice President. During the period from the Effective Date until the Separation Date (the “Transition Period”), the Executive shall (a) transition such duties and responsibilities to such individuals as the President and Chief Executive Officer of the Company (“CEO”) may designate, including to the Executive’s successor; (b) provide such assistance as may be reasonably requested by the CEO; and shall (c) have all the and perform such duties, responsibilities and authority commensurate with such position and such additional duties as may be determined reasonably assigned by the Company’s Board of Directors (CEO or his designee from time to time. For the “Board of Directors”). Executive shall report to, and be subject to the general supervision of, the Board of Directors, consistent with the terms purposes of this Agreement. During , “Cause” means (w) the Employment Period, Executive’s engagement in gross negligence or willful misconduct in the performance of his material duties or material responsibilities that remains uncured for fourteen (14) days after notice to Executive shall be permitted of such failure or breach; (x) the Executive’s failure after written notice to engage perform his duties as set forth in other activities, including this Agreement that remains uncured for fourteen (A14) serving on days after notice to Executive of such failure; (y) the boards Executive breaches any of directors of non-profit organizations and other for-profit companies, (B) participating in charitable, civic, educational, professional, community or industry affairs, (C) participating, directly or indirectly, either alone or through Affiliates the Covenants (as defined below) in other for-profit enterprises involved in the same or related industry as the Company and (D) managing Executive’s passive personal investments (collectively, the “Outside Activities”) so long as the Outside Activities are disclosed to the Compensation Committee of the Board of Directors (the “Compensation Committee”) and do not, in the aggregate materially interfere or conflict with Executive’s duties hereunder or create a business or fiduciary conflict, as reasonably determined in good faith by the Compensation Committee. For the avoidance of doubt, the Outside Activities relating to for-profit enterprises involved in the same or related industry as the Company currently include those activities set forth on Schedule A (as amended from time to time by the parties) attached hereto (and all of such Outside Activities are hereby approved by the Compensation Committee and the Company). If the Compensation Committee determines that Executive’s activities materially interfere or conflict as provided above, the Compensation Committee shall notify Executive in writing of such determination and the basis thereof (and the Compensation Committee and Executive shall meet to discuss in good faith the resolution thereof), and Executive, subject to fiduciary obligations, shall promptly take steps to address the Compensation Committee’s concern as mutually agreed in good faith between Executive and the Compensation Committee. In furtherance of the foregoing, Executive agrees to meet with the Compensation Committee at the Compensation Committee’s request to discuss Executive’s Outside Activities and any additional activities that Executive (or his Affiliates) have undertaken since the last meeting between Executive and the Compensation Committee or that Executive (or his Affiliates) contemplate undertaking or have taken active steps to begin undertaking. Executive agrees to abide by the rules, regulations, personnel practices and policies of the Company, as adopted and amended from time to time by the Company, provided, that such rules, regulations, practices and policies are not inconsistent with the terms and conditions of this Agreement and have been disclosed in advance to Executive. Further, during the Employment Period, so long as the Company’s common stock is not publicly traded, and so long as Executive remains a significant shareholder of the Company he shall be elected to the Board of Directors, and Executive shall serve as Chairman of the Board of Directors (Sections 8 and/or 12 hereof and, if he so electsreasonably able to be cured, shall be fails to cure said breach within fourteen (14) days of written notice; or (z) the Executive is charged with or indicted for a member of all other boards of directors of subsidiaries of felony. The Company represents that the Company) and, if the common stock of the Company becomes publicly traded, subject to the requirements of applicable law (including, without limitation, any rules or regulations CEO is not aware of any exchange on which the common stock of the Company is listed, if applicable), the Company shall cause the nominating and corporate governance committee of the Board of Directors circumstances that would constitute Cause to propose to the shareholders of the Company at each annual meeting occurring during the Employment Period at which Executive is subject to election or re-election, as applicable, the election or re-election, as applicable, of Executive as a member of the Board of Directors and Executive shall so serve if elected or re-elected; provided, however, that if the Company terminates terminate Executive’s employment with the Company for Cause, employment. The Executive represents that he is not aware of any circumstances that would constitute Cause to terminate Executive’s membership on the Board of Directors shall also terminate, unless otherwise agreed in writing by the Company and Executiveemployment.

Employment Duties. During Except as hereinafter provided, the Executive shall during the Employment Period (as defined below), Executive shall serve as Chief Executive Officer of perform the Company executive and administrative duties and functions and shall have all the powers and privileges of an Executive Vice President of the Corporation, as such duties, responsibilities functions, powers and authority commensurate with such position privileges are defined in the By-Laws of the Corporation in effect on the date hereof and such additional duties as may be determined by the Company’s Board of Directors (the “Board of Directors”). Executive shall report tocurrently interpreted, and be subject and, to the general supervision ofextent not defined therein, as the same are customarily performed and exercised by an Executive Vice President of a publicly owned corporation incorporated in one of the states of the United States of America. If so elected, the Board of Directors, consistent with the terms of this Agreement. During the Employment Period, Executive shall be permitted to engage in other activities, including (A) serving on the boards of directors of non-profit organizations and other for-profit companies, (B) participating in charitable, civic, educational, professional, community or industry affairs, (C) participating, directly or indirectly, either alone or through Affiliates (as defined below) in other for-profit enterprises involved in the same or related industry as the Company and (D) managing Executive’s passive personal investments (collectively, the “Outside Activities”) so long as the Outside Activities are disclosed to the Compensation Committee of the Board of Directors (the “Compensation Committee”) and do not, in the aggregate materially interfere or conflict with Executive’s duties hereunder or create a business or fiduciary conflict, as reasonably determined in good faith by the Compensation Committee. For the avoidance of doubt, the Outside Activities relating to for-profit enterprises involved in the same or related industry as the Company currently include those activities set forth on Schedule A (as amended from time to time by the parties) attached hereto (and all of such Outside Activities are hereby approved by the Compensation Committee and the Company). If the Compensation Committee determines that Executive’s activities materially interfere or conflict as provided above, the Compensation Committee shall notify Executive in writing of such determination and the basis thereof (and the Compensation Committee and Executive shall meet to discuss in good faith the resolution thereof), and Executive, subject to fiduciary obligations, shall promptly take steps to address the Compensation Committee’s concern as mutually agreed in good faith between Executive and the Compensation Committee. In furtherance of the foregoing, Executive agrees to meet with the Compensation Committee at the Compensation Committee’s request to discuss Executive’s Outside Activities and any additional activities that Executive (or his Affiliates) have undertaken since the last meeting between Executive and the Compensation Committee or that Executive (or his Affiliates) contemplate undertaking or have taken active steps to begin undertaking. Executive agrees to abide by the rules, regulations, personnel practices and policies of the Company, as adopted and amended from time to time by the Company, provided, that such rules, regulations, practices and policies are not inconsistent with the terms and conditions of this Agreement and have been disclosed in advance to Executive. Furthershall, during the Employment Period, so long as the Company’s common stock is not publicly traded, and so long as Executive remains a significant shareholder of the Company he shall be elected to the Board of Directors, and Executive shall serve as Chairman of the Board of Directors (and, if he so elects, shall be a member of all other boards of directors of subsidiaries of the Company) and, if the common stock of the Company becomes publicly traded, subject to the requirements of applicable law (including, without limitation, any rules or regulations of any exchange on which the common stock of the Company is listed, if applicable), the Company shall cause the nominating and corporate governance committee of the Board of Directors to propose to the shareholders of the Company at each annual meeting occurring during the Employment Period at which Executive is subject to election or re-election, as applicable, the election or re-election, as applicable, of Executive as a member of the Board of Directors (and of the Executive shall so serve if elected Committee or re-elected; provided, however, that if the Company terminates Executive’s employment with the Company for Cause, Executive’s membership on any similar committee having powers of the Board of Directors now in existence or hereafter created) of the Corporation without any additional compensation for such services for so long as the Executive is elected to serve on the Board, the Executive Committee or any similar committee. As used in this Agreement, the term "Corporation" includes each Subsidiary of the Corporation. So long as he is an officer of the Corporation, the Executive agrees to devote substantially all his business time to the business and affairs of the Corporation, and to exert his best efforts in the performance of his duties as an officer, director and member of any committee of the Board of Directors of the Corporation to which he may be elected, so as to promote the profit, benefit and advantage of the business to the Corporation. Notwithstanding the foregoing, the Corporation acknowledges that Executive is a stockholder, and serves on the board of directors, of each of Xxxxxx Trucking Corporation and Q2 Marketing, Inc. (the "Other Interests") and agrees that Executive may devote that portion of his business time not required to be devoted to the business and affairs of the Corporation as provided above to such Other Interests, provided that (i) neither such activities nor the time devoted thereto by Executive interfere with the duties to be performed by Executive hereunder and (ii) in no event shall also terminateExecutive assume an active role in the day-to-day management of Xxxxxx Trucking Corporation or Q2 Marketing, unless otherwise agreed Inc. As used in writing by this Agreement, the Company term "Q2 Marketing, Inc." shall mean Q2 Marketing, Inc. and Executiveits successors and assigns.

Employment Duties. During Effective on the Employment Period Effective Date (as defined in Section 2, below), Executive shall serve the Company hereby employs Employee as President and Chief Executive Officer of the Company and Employee hereby accepts such employment. Employee shall be the officer of the Company principally responsible for the Company's day to day executive decision-making and strategic planning and shall have all such duties and responsibilities consistent with the duties, responsibilities foregoing and authority commensurate otherwise consistent with such Employee's position and such additional duties as may be determined by the Company’s Board of Directors (the “Board of Directors”). Executive shall report to, and be subject to the general supervision of, the Board of Directors, consistent with the terms of this Agreement. During the Employment Period, Executive shall be permitted to engage in other activities, including (A) serving on the boards of directors of non-profit organizations and other for-profit companies, (B) participating in charitable, civic, educational, professional, community or industry affairs, (C) participating, directly or indirectly, either alone or through Affiliates (as defined below) in other for-profit enterprises involved in the same or related industry as the Company and (D) managing Executive’s passive personal investments (collectively, the “Outside Activities”) so long as the Outside Activities are disclosed to the Compensation Committee of the Board of Directors (the “Compensation Committee”) and do not, in the aggregate materially interfere or conflict with Executive’s duties hereunder or create a business or fiduciary conflict, as reasonably determined in good faith by the Compensation Committee. For the avoidance of doubt, the Outside Activities relating to for-profit enterprises involved in the same or related industry as the Company currently include those activities set forth on Schedule A (as amended from time to time by the partiesBoard of Directors of the Company (the "Board"), including duties with respect to affiliates (as defined in Rule 405 under the Securities Act of 1933, as amended) attached hereto of the Company (and all of such Outside Activities are hereby approved by the Compensation Committee and the Companyeach, an "Affiliate"). If It is the Compensation Committee determines that Executive’s activities materially interfere or conflict as provided above, the Compensation Committee shall notify Executive in writing of such determination and the basis thereof (and the Compensation Committee and Executive shall meet to discuss in good faith the resolution thereof), and Executive, subject to fiduciary obligations, shall promptly take steps to address the Compensation Committee’s concern as mutually agreed in good faith between Executive and the Compensation Committee. In furtherance intention of the foregoing, Executive agrees to meet with the Compensation Committee at the Compensation Committee’s request to discuss Executive’s Outside Activities and any additional activities that Executive (or his Affiliates) have undertaken since the last meeting between Executive and the Compensation Committee or that Executive (or his Affiliates) contemplate undertaking or have taken active steps to begin undertaking. Executive agrees to abide by the rules, regulations, personnel practices and policies of the Company, as adopted and amended from time to time by the Company, provided, that such rules, regulations, practices and policies are not inconsistent with the terms and conditions of this Agreement and have been disclosed in advance to Executive. Furtherparties hereto that, during the Employment Periodterm of this Agreement, so long as the Company’s common stock is not publicly traded, and so long as Executive remains a significant shareholder of the Company he Employee shall be elected to the Board of Directors, and Executive shall serve as Chairman of the Board of Directors (and, if he so elects, shall be a member of all other boards of directors of subsidiaries of the Company) and, if the common stock of the Company becomes publicly traded, subject to the requirements of applicable law (including, without limitation, any rules or regulations of any exchange on which the common stock of the Company is listed, if applicable), the Company shall cause the nominating and corporate governance committee of the Board of Directors to propose to the shareholders of the Company at each annual meeting occurring during the Employment Period at which Executive is subject to election or re-election, as applicable, the election or re-election, as applicable, of Executive as a member of the Board, and as a member of the executive committee of the Board if such a committee should be established. During the term of Directors this Agreement, Employee shall devote all his business time and Executive shall effort to the conduct of his duties hereunder, provided that Employee may (i) serve on corporate, civic and charitable boards or committees, (ii) provide services on a pro xxxx basis to civic and charitable organizations and (iii) attend to his personal investments, so serve if elected or re-elected; provided, however, that if long as such activities do not interfere with the performance of Employee's responsibilities as an employee of the Company terminates Executive’s employment in accordance with this Agreement and are consistent with the Company's policies. The Company for Causeagrees that, Executive’s membership on to the Board extent that any such activities have been conducted by Employee prior to the date of Directors this Agreement, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to such date shall also terminate, unless otherwise agreed in writing by not thereafter be deemed to interfere with the performance of Employee's responsibilities to the Company and Executiveor to be inconsistent with the Company's policies. The Company also agrees that Employee may receive compensation in connection with his service on corporate boards, without set-off, adjustment or diminution of his salary, bonus or any other rights hereunder.

Employment Duties. During The Company hereby employs Executive and Executive hereby accepts such employment as Chief Financial Officer of the Employment Period (Company, and the Bank hereby employs Executive and Executive hereby accepts such employment as defined below)Executive Vice President, Chief Operating Officer and Treasurer of the Bank, on the terms and subject to the conditions hereinafter set forth. Effective July 1, 2000, Executive shall serve as be promoted from the offices of Executive Vice President, Chief Operating Officer and Treasurer of the Bank and assume the role and office of the President and Chief Executive Officer of the Company and shall have all the duties, responsibilities and authority commensurate with Bank. In such position and such additional duties as may be determined by the Company’s Board of Directors (the “Board of Directors”). Executive shall report to, and be subject to the general supervision of, the Board of Directors, consistent with the terms of this Agreement. During the Employment Periodcapacities, Executive shall be permitted perform such functions with respect to engage in other activitiesthe business and affairs of the Company, including (A) serving on the boards of directors of non-profit organizations Bank, and other for-profit companies, (B) participating in charitable, civic, educational, professional, community or industry affairs, (C) participating, directly or indirectly, either alone or through Affiliates the Subsidiaries (as defined below) in other for-profit enterprises involved in the same or related industry consistent with his position, as the Company and (D) managing Executive’s passive personal investments (collectively, the “Outside Activities”) so long as the Outside Activities are disclosed to the Compensation Committee of the Board of Directors (the “Compensation Committee”) and do not, in the aggregate materially interfere or conflict with Executive’s duties hereunder or create a business or fiduciary conflict, as reasonably determined in good faith by the Compensation Committee. For the avoidance of doubt, the Outside Activities relating to for-profit enterprises involved in the same or related industry as the Company currently include those activities set forth on Schedule A (as amended or the Bank shall determine from time to time by the parties) attached hereto (and all of such Outside Activities are hereby approved by the Compensation Committee and the Company). If the Compensation Committee determines that Executive’s activities materially interfere or conflict as provided above, the Compensation Committee shall notify Executive in writing of such determination and the basis thereof (and the Compensation Committee and Executive shall meet to discuss in good faith the resolution thereof), and Executive, subject to fiduciary obligations, shall promptly take steps to address the Compensation Committee’s concern as mutually agreed in good faith between Executive and the Compensation Committee. In furtherance of the foregoing, Executive agrees to meet with the Compensation Committee at the Compensation Committee’s request to discuss Executive’s Outside Activities and any additional activities that Executive (or his Affiliates) have undertaken since the last meeting between Executive and the Compensation Committee or that Executive (or his Affiliates) contemplate undertaking or have taken active steps to begin undertaking. Executive agrees to abide by the rules, regulations, personnel practices and policies of the Company, as adopted and amended from time to time by the Company, provided, that such rules, regulations, practices and policies are not inconsistent with the terms and conditions of this Agreement and have been disclosed in advance to Executive. Further, during the Employment Period, so long as the Company’s common stock is not publicly traded, and so long as Executive remains a significant shareholder of the Company he shall be elected to the Board of Directors, and Executive shall serve as Chairman of the Board of Directors (and, if he so elects, shall be a member of all other boards of directors of subsidiaries of the Company) and, if the common stock of the Company becomes publicly traded, subject to the requirements of applicable law (including, without limitation, any rules or regulations of any exchange on which the common stock of the Company is listed, if applicable), the Company shall cause the nominating and corporate governance committee of the Board of Directors to propose to the shareholders of the Company at each annual meeting occurring during the Employment Period at which Executive is subject to election or re-election, as applicable, the election or re-election, as applicable, of Executive as a member of the Board of Directors and Executive shall so serve if elected or re-electedtime; provided, however, that Executive shall not be required to perform his duties at the principal offices of the Bank if the Company terminates Executive’s employment with Bank should move its principal offices during the Employment Term to a location in excess of thirty-five (35) miles from Evansville, Indiana. Executive shall travel at the expense of the Company or the Bank, as appropriate, to the extent necessary to perform his duties hereunder. Executive shall devote his full business time and energies to the business and affairs of the Company and the Bank and shall not accept other employment or perform any services for Causeany other person, firm or corporation; provided, however, that Executive may devote reasonable amounts of time to activities having a charitable, educational or other public interest purpose if and to the extent such activities do not substantially interfere with Executive’s membership on 's performance of his responsibilities hereunder. Executive shall, upon reasonable notice, furnish such information and proper assistance to the Company and its affiliates as reasonably may be required by the Company or the Bank in connection with any legal action involving the Company, the Bank, or any of their affiliates. Executive agrees to use his best efforts, skills and abilities to promote and protect the interests of the Company and all of its subsidiaries now or hereafter organized (the "Subsidiaries"), including the Bank, and to perform his duties hereunder. Executive agrees to serve as a director or officer of any of the Company's subsidiaries or controlled affiliates requesting his services, and to perform such services for such subsidiaries or controlled affiliates, consistent with his office, as its Board of Directors or other governing body shall also terminate, unless otherwise agreed in writing by the Company and Executiverequest.

Employment Duties. During Effective on the Employment Period Effective Date (as defined in Section 2, below), Executive shall serve the Company hereby employs Employee as President and Chief Executive Officer of the Company and Employee hereby accepts such employment. In that capacity, Employee shall serve as the officer of the Company principally responsible for the Company's day to day executive decision-making and strategic planning and shall have all such duties and responsibilities consistent with the duties, responsibilities foregoing and authority commensurate otherwise consistent with such Employee's position and such additional duties as may be determined by the Company’s Board of Directors (the “Board of Directors”). Executive shall report to, and be subject to the general supervision of, the Board of Directors, consistent with the terms of this Agreement. During the Employment Period, Executive shall be permitted to engage in other activities, including (A) serving on the boards of directors of non-profit organizations and other for-profit companies, (B) participating in charitable, civic, educational, professional, community or industry affairs, (C) participating, directly or indirectly, either alone or through Affiliates (as defined below) in other for-profit enterprises involved in the same or related industry as the Company and (D) managing Executive’s passive personal investments (collectively, the “Outside Activities”) so long as the Outside Activities are disclosed to the Compensation Committee of the Board of Directors (the “Compensation Committee”) and do not, in the aggregate materially interfere or conflict with Executive’s duties hereunder or create a business or fiduciary conflict, as reasonably determined in good faith by the Compensation Committee. For the avoidance of doubt, the Outside Activities relating to for-profit enterprises involved in the same or related industry as the Company currently include those activities set forth on Schedule A (as amended from time to time by the partiesBoard of Directors of the Company (the "Board"), including duties with respect to affiliates (as defined in Rule 405 under the Securities Act of 1933, as amended) attached hereto of the Company (and all of such Outside Activities are hereby approved by the Compensation Committee and the Companyeach, an "Affiliate"). If It is the Compensation Committee determines that Executive’s activities materially interfere or conflict as provided above, the Compensation Committee shall notify Executive in writing of such determination and the basis thereof (and the Compensation Committee and Executive shall meet to discuss in good faith the resolution thereof), and Executive, subject to fiduciary obligations, shall promptly take steps to address the Compensation Committee’s concern as mutually agreed in good faith between Executive and the Compensation Committee. In furtherance intention of the foregoing, Executive agrees to meet with the Compensation Committee at the Compensation Committee’s request to discuss Executive’s Outside Activities and any additional activities that Executive (or his Affiliates) have undertaken since the last meeting between Executive and the Compensation Committee or that Executive (or his Affiliates) contemplate undertaking or have taken active steps to begin undertaking. Executive agrees to abide by the rules, regulations, personnel practices and policies of the Company, as adopted and amended from time to time by the Company, provided, that such rules, regulations, practices and policies are not inconsistent with the terms and conditions of this Agreement and have been disclosed in advance to Executive. Furtherparties hereto that, during the Employment Periodterm of this Agreement, so long as the Company’s common stock is not publicly traded, and so long as Executive remains a significant shareholder of the Company he Employee shall be elected to the Board of Directors, and Executive shall serve as Chairman of the Board of Directors (and, if he so elects, shall be a member of all other boards of directors of subsidiaries of the Company) and, if the common stock of the Company becomes publicly traded, subject to the requirements of applicable law (including, without limitation, any rules or regulations of any exchange on which the common stock of the Company is listed, if applicable), the Company shall cause the nominating and corporate governance committee of the Board of Directors to propose to the shareholders of the Company at each annual meeting occurring during the Employment Period at which Executive is subject to election or re-election, as applicable, the election or re-election, as applicable, of Executive as a member of the Board, and as a member of the executive committee of the Board if such a committee should be established. During the term of Directors this Agreement, Employee shall devote all his business time and Executive shall effort to the conduct of his duties hereunder, provided that Employee may (i) serve on corporate, civic and charitable boards or committees, (ii) provide services on a pro xxxx basis to civic and charitable organizations and (iii) attend to his personal investments, so serve if elected or re-elected; provided, however, that if long as such activities do not interfere with the performance of Employee's responsibilities as an employee of the Company terminates Executive’s employment in accordance with this Agreement and are consistent with the Company's policies. The Company for Causeagrees that, Executive’s membership on to the Board extent that any such activities have been conducted by Employee prior to the date of Directors this Agreement, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to such date shall also terminate, unless otherwise agreed in writing by not thereafter be deemed to interfere with the performance of Employee's responsibilities to the Company and Executiveor to be inconsistent with the Company's policies. The Company also agrees that Employee may receive compensation in connection with his service on corporate boards, without set-off, adjustment or diminution of his salary, bonus or any other rights hereunder.

Employment Duties. During Subject to the Employment Period provisions set forth elsewhere in this Agreement, the Company hereby employs the Executive as its Executive Vice President - Business Development and Customer Engagement (or such other title as defined below), Executive shall serve is appropriate from time to time as is determined by the Chief Executive Officer of the Company and shall have all the dutiesor President), with such responsibilities and authority commensurate with such position and such additional duties as may be determined by the Company’s Board of Directors (the “Board of Directors”). Executive shall report to, and be subject to the general supervision of, the Board of Directors, consistent with the terms of this Agreement. During the Employment Period, Executive shall be permitted assigned to engage in other activities, including (A) serving on the boards of directors of non-profit organizations and other for-profit companies, (B) participating in charitable, civic, educational, professional, community or industry affairs, (C) participating, directly or indirectly, either alone or through Affiliates (as defined below) in other for-profit enterprises involved in the same or related industry as the Company and (D) managing Executive’s passive personal investments (collectively, the “Outside Activities”) so long as the Outside Activities are disclosed to the Compensation Committee of the Board of Directors (the “Compensation Committee”) and do not, in the aggregate materially interfere or conflict with Executive’s duties hereunder or create a business or fiduciary conflict, as reasonably determined in good faith by the Compensation Committee. For the avoidance of doubt, the Outside Activities relating to for-profit enterprises involved in the same or related industry as the Company currently include those activities set forth on Schedule A (as amended him from time to time by the parties) attached hereto (and all Board of such Outside Activities are hereby approved by Directors or the Compensation Committee and the Company). If the Compensation Committee determines that Executive’s activities materially interfere Chief Executive Officer or conflict as provided above, the Compensation Committee shall notify Executive in writing of such determination and the basis thereof (and the Compensation Committee and Executive shall meet to discuss in good faith the resolution thereof), and Executive, subject to fiduciary obligations, shall promptly take steps to address the Compensation Committee’s concern as mutually agreed in good faith between Executive and the Compensation Committee. In furtherance of the foregoing, Executive agrees to meet with the Compensation Committee at the Compensation Committee’s request to discuss Executive’s Outside Activities and any additional activities that Executive (or his Affiliates) have undertaken since the last meeting between Executive and the Compensation Committee or that Executive (or his Affiliates) contemplate undertaking or have taken active steps to begin undertaking. Executive agrees to abide by the rules, regulations, personnel practices and policies President of the Company, provided that after a Change of Control, the Executive's position, authority, duties and responsibilities shall be at least commensurate with those held, exercised and assigned during the 120-day period immediately preceding the Change of Control. Initially, the Executive's duties shall include duties as adopted and amended directed by the Chief Executive Officer or President from time to time by time, including those set forth on Exhibit A. The Executive's principal place of employment shall be at the Company's main headquarters, providedin Gaithersburg, that Maryland, subject to such rules, regulations, practices and policies are not inconsistent with travel as may be required by his employment. The Executive hereby agrees to remain in the employ of the Company subject to the terms and conditions of this Agreement, for the Term of this Agreement (defined below) and have been disclosed in advance to Executiveperform his duties faithfully, loyally and to report to, and follow the directions of, the Chief Executive Officer or President. FurtherDuring the Term, during and excluding any periods of vacation and sick leave to which the Employment PeriodExecutive is entitled, the Executive agrees to devote his full business time and best efforts to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his best efforts to perform faithfully and efficiently such responsibilities. During the Term it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not materially interfere with the Company’s common stock is not publicly traded, and so long performance of the Executive's responsibilities as Executive remains a significant shareholder an employee of the Company he shall be elected in accordance with this Agreement. The Executive represents and warrants that there are no agreements or arrangements, whether written or oral, in effect which would prevent him from rendering exclusive services to the Board of DirectorsCompany during the term hereof, and Executive shall serve as Chairman of the Board of Directors (andthat he has not made and will not make any commitment, if he so electsagreement or arrangement, shall or do any act, in conflict with this Agreement and that entering into this Agreement will not be a member of all other boards of directors of subsidiaries of the Company) and, if the common stock of the Company becomes publicly traded, subject to the requirements of applicable law (including, without limitation, any rules or regulations in violation of any exchange on which the common stock of the Company is listed, if applicable), the Company shall cause the nominating and corporate governance committee of the Board of Directors to propose to the shareholders of the Company at each annual meeting occurring during the Employment Period at which Executive is subject to election or re-election, as applicable, the election or re-election, as applicable, of Executive as a member of the Board of Directors and Executive shall so serve if elected or re-elected; provided, however, that if the Company terminates Executive’s employment with the Company for Cause, Executive’s membership on the Board of Directors shall also terminate, unless otherwise agreed in writing by the Company and Executiveother agreement.

Employment Duties. During The Corporation does hereby employ the Employment Period (Executive, and the Executive does hereby accept employment by the Corporation, as defined below), Executive shall serve as President and Chief Executive Officer (“CEO”) of the Company Corporation. As an executive officer of the Corporation, the Executive will perform his duties and shall have all discharge his responsibilities in accordance with the by-laws of the Corporation and as the Board from time to time reasonably directs, recognizing the nature and scope of the Executive’s employment. The Executive will perform his duties primarily from the Corporation’s headquarters in Frisco, Texas, provided that the Executive will be available and will travel to other locations from time-to-time as is necessary to perform his duties, . The Executive agrees to perform his duties and discharge his responsibilities in a faithful manner and authority commensurate with such position to the best of his ability. The Executive agrees to devote his full business time and such additional duties as may be determined by attention to the Company’s Board supervision and conduct of Directors (the “Board business and affairs of Directors”)the Corporation and to faithfully and to the best of his ability promote the interests of the Corporation. The Executive shall report tofurther agrees that he will engage in no outside business concerns or activities, and be subject will not accept other gainful employment, without the Corporation’s prior written consent. The Corporation hereby acknowledges and consents to the general supervision ofExecutive continuing to serve on any boards of directors on which he currently serves, the Board of Directors, consistent with the terms of this Agreement. During the Employment Period, Executive shall be permitted to engage in other activities, including (A) serving and on the boards of other nonprofit or charitable organizations, provided that the Executive agrees not to serve concurrently on the board of directors of non-profit organizations and other for-profit companies, (B) participating in charitable, civic, educational, professional, community or industry affairs, (C) participating, directly or indirectly, either alone or through Affiliates (as defined below) in other for-profit enterprises involved in more than one publicly held corporation during the same or related industry as the Company and (D) managing Executive’s passive personal investments (collectively, the “Outside Activities”) so long as the Outside Activities are disclosed to the Compensation Committee term of the Board of Directors (the “Compensation Committee”) Agreement. The Executive also may deliver lectures, fulfill speaking engagements or teach at educational institutions and do not, in the aggregate materially interfere or conflict with Executive’s duties hereunder or create a business or fiduciary conflict, as reasonably determined in good faith by the Compensation Committee. For the avoidance of doubt, the Outside Activities relating to for-profit enterprises involved in the same or related industry as the Company currently include those activities set forth on Schedule A (as amended from time to time by the parties) attached hereto (and all of such Outside Activities are hereby approved by the Compensation Committee and the Company). If the Compensation Committee determines that Executive’s activities materially interfere or conflict as provided above, the Compensation Committee shall notify Executive in writing of such determination and the basis thereof (and the Compensation Committee and Executive shall meet to discuss in good faith the resolution thereof), and Executive, subject to fiduciary obligations, shall promptly take steps to address the Compensation Committee’s concern as mutually agreed in good faith between Executive and the Compensation Committee. In furtherance of the foregoing, Executive agrees to meet with the Compensation Committee at the Compensation Committee’s request to discuss Executive’s Outside Activities and any additional activities that Executive (or his Affiliates) have undertaken since the last meeting between Executive and the Compensation Committee or that Executive (or his Affiliates) contemplate undertaking or have taken active steps to begin undertaking. Executive agrees to abide by the rules, regulations, personnel practices and policies of the Company, as adopted and amended from time to time by the Company, provided, that such rules, regulations, practices and policies are not inconsistent with the terms and conditions of this Agreement and have been disclosed in advance to Executive. Further, during the Employment Periodmanage personal investments, so long as these activities do not significantly interfere with the Company’s common stock is not publicly traded, and so long as Executive remains a significant shareholder performance of the Company he shall be elected Executive’s responsibilities as an employee of the Corporation in accordance with this Agreement. It is expressly understood and agreed that, to the Board extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of Directors, these activities (or the conduct of activities similar in nature and Executive scope) subsequent to the Effective Date shall serve as Chairman not thereafter be deemed to interfere with the performance of the Board of Directors (and, if he so elects, shall be a member of all other boards of directors of subsidiaries of the Company) and, if the common stock of the Company becomes publicly traded, subject Executive’s responsibilities to the requirements of applicable law (including, without limitation, any rules or regulations of any exchange on which the common stock of the Company is listed, if applicable), the Company shall cause the nominating Corporation. The Executive represents and corporate governance committee of the Board of Directors to propose warrants to the shareholders of Corporation that the Company at each annual meeting occurring during the Employment Period at which Executive is subject to election or re-election, as applicable, the election or re-election, as applicable, of Executive as a member of the Board of Directors and Executive shall so serve if elected or re-elected; provided, however, that if the Company terminates Executive’s employment with and performance of the Company for Causeduties contemplated under this Agreement will not, Executive’s membership on to his knowledge, be in violation of any non-competition or confidentiality agreements to which the Board of Directors shall also terminate, unless otherwise agreed in writing by the Company and ExecutiveExecutive is a party or is bound.

Employment Duties. During Executive shall have the Employment Period title of Vice President and Secretary of the Company, and shall have such duties, authorities and responsibilities as are consistent with such position. Executive shall also have the title of President of NCS Multistage Holdings, Inc., a Delaware corporation and indirect parent of the Company (as defined belowthe “Parent” and together with the Company, the “Company Group”), Executive and shall serve have such duties, authorities and responsibilities as are consistent with such position and as the Chief Executive Officer of the Company and shall have all the duties, responsibilities and authority commensurate with such position and such additional duties as Parent may be determined by the Company’s Board of Directors (the “Board of Directors”)designate from time to time. Executive shall report toto the Chief Executive Officer of the Parent, with respect to his position as Vice President and Secretary of the Company and President of the Parent. Executive shall devote Executive’s full working time and attention to Executive’s employment and service with the Company Group, and shall perform Executive’s services in a capacity and in a manner consistent with Executive’s positions with the Company Group; provided, that this Section 2 shall not be interpreted as prohibiting Executive from (i) managing Executive’s personal investments (so long as such investment activities are of a passive nature), (ii) engaging in charitable or civic activities, (iii) participating on boards of directors or similar bodies of non-profit organizations, or (iv) subject to the general supervision of, approval by the Board of DirectorsDirectors of the Parent (the “Board”) in its sole and absolute discretion, consistent participating on boards of directors or similar bodies of for-profit organizations, in each case of (i) – (iv), so long as such activities do not, individually or in the aggregate, (a) materially interfere with the terms performance of Executive’s duties and responsibilities hereunder, (b) create a fiduciary conflict, or (c) result in a violation of Section 13 of this Agreement. During the Employment PeriodIf requested, Executive shall be permitted to engage in other activities, including (A) serving on the boards of directors of non-profit organizations and other for-profit companies, (B) participating in charitable, civic, educational, professional, community or industry affairs, (C) participating, directly or indirectly, either alone or through Affiliates (as defined below) in other for-profit enterprises involved in the same or related industry as the Company and (D) managing Executive’s passive personal investments (collectively, the “Outside Activities”) so long as the Outside Activities are disclosed to the Compensation Committee of the Board of Directors (the “Compensation Committee”) and do not, in the aggregate materially interfere or conflict with Executive’s duties hereunder or create a business or fiduciary conflict, as reasonably determined in good faith by the Compensation Committee. For the avoidance of doubt, the Outside Activities relating to for-profit enterprises involved in the same or related industry as the Company currently include those activities set forth on Schedule A (as amended from time to time by the parties) attached hereto (and all of such Outside Activities are hereby approved by the Compensation Committee and the Company). If the Compensation Committee determines that Executive’s activities materially interfere or conflict as provided above, the Compensation Committee shall notify Executive in writing of such determination and the basis thereof (and the Compensation Committee and Executive shall meet to discuss in good faith the resolution thereof), and Executive, subject to fiduciary obligations, shall promptly take steps to address the Compensation Committee’s concern as mutually agreed in good faith between Executive and the Compensation Committee. In furtherance of the foregoing, Executive agrees to meet with the Compensation Committee at the Compensation Committee’s request to discuss Executive’s Outside Activities and any additional activities that Executive (or his Affiliates) have undertaken since the last meeting between Executive and the Compensation Committee or that Executive (or his Affiliates) contemplate undertaking or have taken active steps to begin undertaking. Executive agrees to abide by the rules, regulations, personnel practices and policies of the Company, as adopted and amended from time to time by the Company, provided, that such rules, regulations, practices and policies are not inconsistent with the terms and conditions of this Agreement and have been disclosed in advance to Executive. Further, during the Employment Period, so long as the Company’s common stock is not publicly traded, and so long as Executive remains a significant shareholder of the Company he shall be elected to the Board of Directors, and Executive shall also serve as Chairman of the Board of Directors (and, if he so elects, shall be a member of all other boards of directors of subsidiaries of the Company) and, if the common stock of the Company becomes publicly traded, subject to the requirements of applicable law (including, without limitation, any rules or regulations of any exchange on which the common stock of the Company is listed, if applicable), the Company shall cause the nominating and corporate governance committee of the Board of Directors to propose to the shareholders of the Company at each annual meeting occurring during the Employment Period at which Executive is subject to election or re-election, as applicable, the election or re-election, as applicable, of Executive as a an executive officer and/or board member of the Board board of Directors directors (or similar governing body) of any entity that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Parent (an “Affiliate”) without any additional compensation; for purposes of this Agreement, “Affiliate” shall not include other entities under common control with Advent International other than the Parent and Executive shall so serve if elected or re-elected; provided, however, that if the Company terminates Executive’s employment with the Company for Cause, Executive’s membership on the Board of Directors shall also terminate, unless otherwise agreed in writing by the Company and Executiveits Affiliates.

Employment Duties. During the Employment Period (as defined below), the Executive shall serve as President and Chief Executive Officer of the Company, or such other role as mutually agreed upon by the Company and the Executive, and shall have all the duties, responsibilities and authority commensurate with such position and such additional duties as may be determined by the Board of Directors. The Executive shall be based at the Company’s principal place of business in the greater Boston, Massachusetts metropolitan area, or such place or places in the continental United States as the Board of Directors (the “Board of Directors”)shall determine. The Executive shall report to, and be subject to the general supervision of, the Company’s Board of DirectorsDirectors or such other person as mutually agreed upon by the Company and the Executive. The Executive agrees to devote substantially all of his business time, consistent with attention and energies to the terms business and interests of this Agreement. During the Company during the Employment Period; provided, however, that the Executive shall may be permitted to engage in other activities, including (A) serving membership on the boards of directors of other businesses or non-profit organizations and other for-profit companiesorganizations, (B) participating in charitable, civic, educational, professional, community or industry affairs, (C) participating, directly or indirectly, either alone or through Affiliates (as defined below) in other for-profit enterprises involved in the same or related industry as the Company and (D) managing Executive’s passive personal investments (collectively, the “Outside Activities”) so long as such activities do not materially interfere with the Outside Activities are performance of the Executive’s duties under this Agreement and have been disclosed to the Compensation Committee of and approved in advance by the Board of Directors (the “Compensation Committee”) and do not, in the aggregate materially interfere or conflict with Executive’s duties hereunder or create a business or fiduciary conflict, as reasonably determined in good faith by the Compensation CommitteeDirectors. For the avoidance of doubt, the Outside Activities relating to for-profit enterprises involved in the same or related industry as the Company currently include those activities set forth on Schedule A (as amended from time to time by the parties) attached hereto (and all of such Outside Activities are hereby approved by the Compensation Committee and the Company). If the Compensation Committee determines that Executive’s activities materially interfere or conflict as provided above, the Compensation Committee shall notify Executive in writing of such determination and the basis thereof (and the Compensation Committee and Executive shall meet to discuss in good faith the resolution thereof), and Executive, subject to fiduciary obligations, shall promptly take steps to address the Compensation Committee’s concern as mutually agreed in good faith between Executive and the Compensation Committee. In furtherance of the foregoing, Executive agrees to meet with the Compensation Committee at the Compensation Committee’s request to discuss Executive’s Outside Activities and any additional activities that Executive (or his Affiliates) have undertaken since the last meeting between Executive and the Compensation Committee or that Executive (or his Affiliates) contemplate undertaking or have taken active steps to begin undertaking. The Executive agrees to abide by the rules, regulations, personnel practices and policies of the Company, as adopted and amended from time to time by the Company, provided, that such rules, regulations, practices and policies are not inconsistent with the terms and conditions of this Agreement and have been disclosed in advance to the Executive. Further, during the Employment Period, so long as the Company’s common stock is not publicly traded, and so long as Executive remains a significant shareholder of the Company he shall be elected to a member of the Board of Directors, and (a) during the period of time that the Executive shall serve serves as Chairman of the Board of Directors (and, if he so elects, shall be a member of all other boards of directors of subsidiaries of the Company) and, if the common stock Chief Executive Officer of the Company becomes publicly traded, and (b) subject to the requirements terms and conditions of applicable law that certain Second Amended and Restated Voting Agreement between the Company, the Executive and the other parties thereto dated on or about the date hereof (including, without limitation, any rules or regulations of any exchange on which the common stock of the Company is listed, if applicable“Voting Agreement”), during the one (1) year period of time after the Executive ceases to serve as the Chief Executive Officer. The Company shall cause reimburse the nominating and corporate governance committee of reasonable business expenses in connection with the Board of Directors to propose to the shareholders of the Company at each annual meeting occurring during the Employment Period at which Executive is subject to election or re-election, as applicable, the election or re-election, as applicable, of Executive Executive’s duties as a member of the Board of Directors and Executive shall so serve if elected or re-elected; provided, however, that if the Company terminates Executive’s employment in accordance with the Company for Cause, ExecutiveCompany’s membership on the Board of Directors shall also terminate, unless otherwise agreed in writing by the Company and Executivegenerally applicable policies.

Employment Duties. During Company hereby employs Executive as Vice Chairman of the Employment Period (Board of Directors and Chief Executive Officer on the terms and conditions set forth herein and Executive accepts such employment. Executive shall report as defined below)designated by the Board of Directors of the Company and shall have those duties and responsibilities normally undertaken by the Chief Executive Officer of a public company, as such are determined from time to time by the Board of Directors of the Company. At any time after the first anniversary of the Effective Date of the Merger, at the election of either the Board or the Executive, Executive shall serve cease to be employed as the Chief Executive Officer of the Company and shall have all thereafter be employed by the duties, responsibilities and authority commensurate Company as a consultant with the such position and such additional duties as may be determined by mutually agreed to between the Company’s Board of Directors (the “Board of Directors”). Executive shall report to, and be subject to the general supervision of, the Board of Directors, consistent with the terms of this Agreement. During the Employment Period, Executive shall be permitted to engage in other activities, including (A) serving serve as a member of and participate on the boards Senior Management Committee consisting of directors of non-profit organizations the Chairman, Vice Chairman and other for-profit companiesthe President, (B) participating in charitable, civic, educational, professional, community or industry affairs, (C) participating, directly or indirectly, either alone or through Affiliates (as defined below) in other for-profit enterprises involved in the same or related industry as the Company and (D) managing Executive’s passive personal investments (collectively, the “Outside Activities”) so long as the Outside Activities are disclosed to the Compensation Committee of be established by the Board of Directors (of the “Compensation Committee”) Company subject to guidelines established by the Board, to fostxx xxx enhance communications among the senior officers of the Company in order to facilitate and do not, in coordinate the aggregate materially interfere or conflict with Executive’s duties hereunder or create a business or fiduciary conflict, strategic and operational activities of the Company. The Company agrees that Executive will not be required to relocate to the Atlanta area; provided that Executive agrees that he will spend as much time at the Company's headquarters as reasonably determined in good faith by the Compensation Committee. For the avoidance of doubt, the Outside Activities relating to for-profit enterprises involved in the same or related industry as the Company currently include those activities set forth on Schedule A (as amended from time to time by the parties) attached hereto (and all of such Outside Activities are hereby approved by the Compensation Committee and the Company). If the Compensation Committee determines that Executive’s activities materially interfere or conflict as provided above, the Compensation Committee shall notify Executive in writing of such determination and the basis thereof (and the Compensation Committee and Executive shall meet to discuss in good faith the resolution thereof), and Executive, subject to fiduciary obligations, shall promptly take steps to address the Compensation Committee’s concern as mutually agreed in good faith between Executive and the Compensation Committee. In furtherance of the foregoing, Executive agrees to meet with the Compensation Committee at the Compensation Committee’s request to discuss Executive’s Outside Activities and any additional activities that Executive (or his Affiliates) have undertaken since the last meeting between Executive and the Compensation Committee or that Executive (or his Affiliates) contemplate undertaking or have taken active steps to begin undertaking. Executive agrees to abide by the rules, regulations, personnel practices and policies of the Company, as adopted and amended from time to time by the Company, provided, that such rules, regulations, practices and policies are not inconsistent with the terms and conditions of this Agreement and have been disclosed in advance to Executive. Further, during the Employment Period, so long as the Company’s common stock is not publicly traded, and so long as Executive remains a significant shareholder of the Company he shall be elected to the Board of Directors, and Executive shall serve as Chairman of the Board of Directors (andof the Company to be necessary for Executive to perform his duties. Any costs associated with Executive's travel to and from the Company's headquarters, if he so electstogether with any expense associated with Executive's lodging while at the Company's headquarters, shall be a member of all other boards of directors of subsidiaries of the Company) and, if the common stock of the Company becomes publicly traded, subject to the requirements of applicable law (including, without limitation, any rules or regulations of any exchange on which the common stock of the Company is listed, if applicable), the Company shall cause the nominating and corporate governance committee of the Board of Directors to propose to the shareholders of the Company at each annual meeting occurring during the Employment Period at which Executive is subject to election or re-election, as applicable, the election or re-election, as applicable, of Executive as a member of the Board of Directors and Executive shall so serve if elected or re-elected; provided, however, that if the Company terminates Executive’s employment with the Company for Cause, Executive’s membership on the Board of Directors shall also terminate, unless otherwise agreed in writing borne by the Company or reimbursed to Executive, as the case may be, provided that the incurrence and Executivereimbursement of such costs and expenses must be in accordance with the Company's policies.

Employment Duties. The Employer hereby agrees to employ Executive, and Executive hereby accepts such employment, as the President of Employer, on the terms and subject to the conditions set forth herein. During the Employment Period "Term" (as defined belowhereafter defined), Executive shall serve devote his best efforts and substantially all of his business time to the performance of all duties pertaining to such position as Chief Executive Officer are customary for similarly situated executives of companies engaged in businesses similar to the Company and Employer or as shall have all the duties, responsibilities and authority commensurate be assigned to him consistent with such position and such additional duties as may be determined by the Company’s Board of Directors (the “Board of Directors”). Executive shall report to, and be subject to the general supervision of, the Board of Directors, consistent with the terms of this Agreement. During the Employment Period, Executive shall be permitted to engage in other activities, including (A) serving on the boards of directors of non-profit organizations and other for-profit companies, (B) participating in charitable, civic, educational, professional, community or industry affairs, (C) participating, directly or indirectly, either alone or through Affiliates (as defined below) in other for-profit enterprises involved in the same or related industry as the Company and (D) managing Executive’s passive personal investments (collectively, the “Outside Activities”) so long as the Outside Activities are disclosed to the Compensation Committee of the Board of Directors (the “Compensation Committee”) and do not, in the aggregate materially interfere or conflict with Executive’s duties hereunder or create a business or fiduciary conflict, as reasonably determined in good faith by the Compensation Committee. For the avoidance of doubt, the Outside Activities relating to for-profit enterprises involved in the same or related industry as the Company currently include those activities set forth on Schedule A (as amended from time to time by the parties) attached hereto (and all of such Outside Activities are hereby approved by the Compensation Committee and the Company). If the Compensation Committee determines that Executive’s activities materially interfere or conflict as provided above, the Compensation Committee shall notify Executive in writing of such determination and the basis thereof (and the Compensation Committee and Executive shall meet to discuss in good faith the resolution thereof), and Executive, subject to fiduciary obligations, shall promptly take steps to address the Compensation Committee’s concern as mutually agreed in good faith between Executive and the Compensation Committee. In furtherance chief executive officer of the foregoing, Executive agrees to meet with Employer (the Compensation Committee at the Compensation Committee’s request to discuss Executive’s Outside Activities and any additional activities that Executive (or his Affiliates) have undertaken since the last meeting between Executive and the Compensation Committee or that Executive (or his Affiliates) contemplate undertaking or have taken active steps to begin undertaking. Executive agrees to abide by the rules, regulations, personnel practices and policies of the Company, as adopted and amended from time to time by the Company, provided, that such rules, regulations, practices and policies are not inconsistent with the terms and conditions of this Agreement and have been disclosed in advance to Executive"CEO"). Further, during the Employment Period, so long as the Company’s common stock is not publicly traded, and so long as Executive remains a significant shareholder of the Company he shall be elected to the Board of Directors, and Executive shall serve as Chairman of the Board of Directors (andnot be gainfully employed other than pursuant to this Agreement. However, if he so electsExecutive may be involved in charitable work, shall be a member of all other service on boards of directors of subsidiaries other companies, manage his personal investments, offer guidance to others and wind-down his historical business activities (other than the business of SBC) so long as such activities do not unreasonably interfere with Executive's time commitment to the Employer as contemplated by this Agreement and do not constitute a breach by Executive of any of his covenants contained in Sections 8 through 12 hereof. Any compensation or remuneration received by Executive on account of the Company) andactivities in the immediately preceding sentence may be retained by Executive. The performance of Executive's duties hereunder shall be, if the common stock of the Company becomes publicly tradedat all times, subject to the requirements of applicable law (includingsupervision, without limitation, any rules or regulations of any exchange on which the common stock advice and direction of the Company is listed, if applicable), CEO. Executive shall have the Company shall cause right during the nominating and corporate governance committee Term to nominate himself to serve on the Board. Subject to the fiduciary duties of the Board of Directors to propose to the shareholders of the Company at each annual meeting occurring during the Employment Period at which Executive is subject to election or re-election, as applicablerequired under applicable law, the election or re-election, as applicable, of Executive as a member of Employer agrees to cause such nominee to be included in the Board and management slate of Directors and Executive shall so serve if elected or re-elected; provided, however, that if the Company terminates Executive’s employment with the Company nominees presented to stockholders for Cause, Executive’s membership on the Board of Directors shall also terminate, unless otherwise agreed in writing by the Company and Executiveelection as directors.

Employment Duties. During The Bank and the Employment Period (as defined Holding Company hereby agree to employ Employee upon the terms and conditions herein contained, and Employee hereby agrees to accept such employment for the term described below), Executive shall . Employee agrees to serve as the Bank’s Executive Vice President/Chief Executive Financial Officer and as Vice President/Chief Financial Officer of the Company and Holding Company. In such capacity, Employee shall have all such powers and responsibilities that are of the dutiestype and nature normally assigned to an Executive Vice President of a financial institution the size, responsibilities and authority commensurate with such position and such additional duties as may be determined by the Company’s Board of Directors (the “Board of Directors”). Executive shall report tostature, and be subject to nature, and with the general supervision ofgrowth plans, of the Bank and which the Board of Directors, consistent with the terms President or the Chief Executive Officer may reasonably assign to him. Throughout the term of this Agreement, Employee shall devote his best efforts and substantially all of his business time and services to the business and affairs of the Bank and to utilize and develop contacts and customers to enhance the business of the Bank, subject to vacation periods and personal and sick leave in accordance with the Bank’s personnel manual and this Agreement (in the event of a conflict, this Agreement will supersede the Bank’s personnel manual), the Bank’s policies, and applicable law. During Employee shall, at all times, conduct himself in a manner that will reflect positively upon the Employment PeriodBank. Employee shall obtain such licenses, Executive certificates, accreditation and professional memberships and designations as the Bank may reasonably require. Employee shall join and maintain membership in such social and civic organizations as Employee or the Board deems appropriate to xxxxxx the Bank’s contacts and business network in the community. Specifically, Employee shall devote his full business time and attention and use his best efforts to accomplish and fulfill the following duties and responsibilities, as well as other duties assigned to Employee from time to time by the Board: Employee shall participate in overall planning and management of the Bank. Employee shall also be responsible for/oversee all aspects of financial, accounting, control and reporting, including Compliance and Security Officer. Employee shall be permitted to engage in other activitiesa member of the Executive Committee of both the Bank and the Holding Company and the primary contact for External Auditors, including (A) serving External/Internal Auditors, Regulators and Shareholder Relations. Employee shall be responsible for pro-active analysis and recommendations of costs and opportunities. Notwithstanding the foregoing, during Employee’s employment with the Bank he may serve on the boards of directors of non-profit other entities that do not compete with the Bank, charitable organizations and other not-for-profit companiescorporations, (B) participating in charitableand may pursue passive investments, civic, educational, professional, community or industry affairs, (C) participating, directly or indirectly, either alone or through Affiliates (as defined below) in other for-profit enterprises involved in the same or related industry as the Company and (D) managing Executive’s passive personal investments (collectively, the “Outside Activities”) so long as the Outside Activities are disclosed to the Compensation Committee of the Board of Directors (the “Compensation Committee”) and provided that such activities do not, in the aggregate materially not unreasonably interfere or conflict with ExecutiveEmployee’s duties and responsibilities hereunder or create a business conflict of interest with the Bank. To the extent that Employee (or fiduciary conflictany relative or family member of the Employee) establishes, as reasonably determined in good faith by the Compensation Committee. For the avoidance of doubtforms, the Outside Activities relating to for-profit enterprises involved in the same or related industry as the Company currently include those activities set forth on Schedule A maintains a relationship (as amended from time to time by the parties) attached hereto (and all of such Outside Activities are hereby approved by the Compensation Committee and the Company). If the Compensation Committee determines that Executive’s activities materially interfere business, personal or conflict as provided above, the Compensation Committee shall notify Executive in writing of such determination and the basis thereof (and the Compensation Committee and Executive shall meet to discuss in good faith the resolution thereofotherwise), and Executivewith any vendor, subject Customer, or affiliate of the Bank, or their agent, employee, or representative, or with any person or entity that could be construed, in any manner, to fiduciary obligationscreate a conflict of interest with the Bank, Employee shall promptly take steps to address the Compensation Committee’s concern as mutually agreed in good faith between Executive and the Compensation Committee. In furtherance (within 7 days of the foregoing, Executive agrees to meet with the Compensation Committee at the Compensation Committee’s request to discuss Executive’s Outside Activities and any additional activities that Executive (formation or his Affiliates) have undertaken since the last meeting between Executive and the Compensation Committee or that Executive (or his Affiliates) contemplate undertaking or have taken active steps to begin undertaking. Executive agrees to abide by the rules, regulations, personnel practices and policies establishment of the Companyrelationship) disclose the same, as adopted and amended from time to time by the Companyin writing, provided, that such rules, regulations, practices and policies are not inconsistent with the terms and conditions of this Agreement and have been disclosed in advance to Executive. Further, during the Employment Period, so long as the Company’s common stock is not publicly traded, and so long as Executive remains a significant shareholder of the Company he shall be elected to the Board of Directors, and Executive shall serve as Chairman of the Board of Directors (and, if he so elects, shall be a member of all other boards of directors of subsidiaries of the Company) and, if the common stock of the Company becomes publicly traded, subject to the requirements of applicable law (including, without limitation, any rules or regulations of any exchange on which the common stock of the Company is listed, if applicable), the Company shall cause the nominating and corporate governance committee of the Board of Directors to propose to the shareholders of the Company at each annual meeting occurring during the Employment Period at which Executive is subject to election or re-election, as applicable, the election or re-election, as applicable, of Executive as a member of the Board of Directors and Executive shall so serve if elected or re-elected; provided, however, that if the Company terminates Executive’s employment with the Company for Cause, Executive’s membership on the Board of Directors shall also terminate, unless otherwise agreed in writing by the Company and Executive.

Employment Duties. During The Company agrees to employ Employee as its Chief Financial Officer and Senior Vice President, Corporate Development, and Employee agrees to accept such employment upon the Employment Period (as defined below), Executive shall serve as Chief Executive Officer of terms and conditions hereinafter set forth. Employee will perform such services for the Company and shall have all the duties, responsibilities and authority commensurate as are customarily associated with such position and such additional duties as may otherwise be determined by the Company’s Board of Directors (the “Board of Directors”). Executive shall report to, and be subject assigned to the general supervision of, the Board of Directors, consistent with the terms of this Agreement. During the Employment Period, Executive shall be permitted to engage in other activities, including (A) serving on the boards of directors of non-profit organizations and other for-profit companies, (B) participating in charitable, civic, educational, professional, community or industry affairs, (C) participating, directly or indirectly, either alone or through Affiliates (as defined below) in other for-profit enterprises involved in the same or related industry as the Company and (D) managing Executive’s passive personal investments (collectively, the “Outside Activities”) so long as the Outside Activities are disclosed to the Compensation Committee of the Board of Directors (the “Compensation Committee”) and do not, in the aggregate materially interfere or conflict with Executive’s duties hereunder or create a business or fiduciary conflict, as reasonably determined in good faith by the Compensation Committee. For the avoidance of doubt, the Outside Activities relating to for-profit enterprises involved in the same or related industry as the Company currently include those activities set forth on Schedule A (as amended from time to time by the parties) attached hereto (and all of such Outside Activities are hereby approved by the Compensation Committee and the Company). If the Compensation Committee determines that Executive’s activities materially interfere or conflict as provided above, the Compensation Committee shall notify Executive in writing of such determination and the basis thereof (and the Compensation Committee and Executive shall meet to discuss in good faith the resolution thereof), and Executive, subject to fiduciary obligations, shall promptly take steps to address the Compensation Committee’s concern as mutually agreed in good faith between Executive and the Compensation Committee. In furtherance of the foregoing, Executive agrees to meet with the Compensation Committee at the Compensation Committee’s request to discuss Executive’s Outside Activities and any additional activities that Executive (or his Affiliates) have undertaken since the last meeting between Executive and the Compensation Committee or that Executive (or his Affiliates) contemplate undertaking or have taken active steps to begin undertaking. Executive agrees to abide by the rules, regulations, personnel practices and policies of the Company, as adopted and amended Employee from time to time by the Company’s Chief Executive Officer or his designee. Employee will devote Employee’s full business time and attention to the business and affairs of the Company, providedand will perform Employee’s duties diligently and to the best of Employee’s ability, that such rules, regulations, practices and policies are not inconsistent in compliance with the terms Company’s policies and conditions procedures and the laws and regulations that apply to the Company’s business. Notwithstanding the foregoing, it will not be a violation of this Agreement for Employee to serve as a director of any company whose products do not compete with those of the Company and have been disclosed in advance to Executiveserve as director, trustee, officer, or consultant to a charitable of non-profit entity; provided that: (a) such service does not adversely affect Employee’s compliance with his obligations under this Agreement, including but not limited to his devotion of full business time and attention to the business and affairs of the Company and his compliance with his Employee Non-Competition and Non-Solicitation Agreement and Employee Confidentiality and Inventions Agreement; and (b) Employee provides written notification of each such service to the Company. FurtherSubject to any required approval, during the Employment Period, so long Employee will serve as Secretary of the Company’s common stock is not publicly tradedBoard of Directors during Employee’s employment hereunder. Employee’s service as Secretary of the Board will be without further compensation. Immediately upon termination of Employee’s employment with Company for any reason, Employee will resign any and so long all positions held by Employee whether as Executive remains a significant shareholder an officer of the Company he shall be elected to or manager on the Board of DirectorsBoard, and Executive shall serve as Chairman of or on the Board of Directors (and, if he so elects, shall be a member of all other boards board of directors of subsidiaries of the Company) and, if the common stock of the Company becomes publicly traded, subject to the requirements of applicable law (including, without limitation, any rules or regulations managers of any exchange on which the common stock subsidiary or affiliate of the Company is listedCompany, if applicable), the Company shall cause the nominating and corporate governance committee of the Board of Directors to propose to the shareholders of the Company at each annual meeting occurring during the Employment Period at which Executive is subject to election or re-election, as applicable, the election or re-election, as applicable, of Executive as a member of the Board of Directors and Executive shall so serve if elected or re-elected; provided, however, that if the Company terminates Executive’s employment with the Company for Cause, Executive’s membership on the Board of Directors shall also terminate, unless otherwise agreed in writing by the Company and Executiveany committees thereof.

Employment Duties. During (a) Subject to the Employment Period (terms and conditions set forth in this Agreement, the Corporation hereby agrees to employ the Executive, and the Executive hereby accepts employment as defined below), Executive shall serve as [President] [Chief Executive Officer Operating Officer] [General Counsel] [ Chief Financial Officer] [Vice President] of the Company and shall have all the dutiesCorporation, responsibilities and authority commensurate with such position and such additional duties as may be determined by the Company’s Board of Directors (the “Board of Directors”). Executive shall report to, and be subject to the general supervision of, the Board of Directors, consistent with the terms of this Agreement. During the Employment Period, Executive shall be permitted to engage in other activities, including (A) serving on the boards of directors of non-profit organizations and other for-profit companies, (B) participating in charitable, civic, educational, professional, community or industry affairs, (C) participating, directly or indirectly, either alone or through Affiliates (as defined below) in other for-profit enterprises involved in the same or related industry as the Company and (D) managing Executive’s passive personal investments (collectively, the “Outside Activities”) so long as the Outside Activities are disclosed to the Compensation Committee provisions of the Board by-laws of Directors (the “Compensation Committee”) Corporation in respect of the duties and do not, in the aggregate materially interfere or conflict with Executive’s duties hereunder or create a business or fiduciary conflict, as reasonably determined in good faith by the Compensation Committee. For the avoidance of doubt, the Outside Activities relating to for-profit enterprises involved in the same or related industry as the Company currently include those activities set forth on Schedule A (as amended responsibilities assigned from time to time by the parties) attached hereto (and all Board of such Outside Activities are hereby approved by Directors to the Compensation Committee and [President] [Chief Operating Officer] [General Counsel] [ Chief Financial Officer] [Vice President] of the Company). If the Compensation Committee determines that Executive’s activities materially interfere or conflict as provided above, the Compensation Committee shall notify Executive in writing of such determination and the basis thereof (and the Compensation Committee and Executive shall meet to discuss in good faith the resolution thereof)Corporation, and Executive, subject also at all times to fiduciary obligations, shall promptly take steps to address the Compensation Committee’s concern as mutually agreed in good faith between Executive and the Compensation Committee. In furtherance control of the foregoingBoard of Directors. The Executive will perform those duties and discharge those responsibilities as are commensurate with his position, Executive agrees to meet with and as the Compensation Committee at the Compensation Committee’s request to discuss Executive’s Outside Activities and any additional activities that Executive (or his Affiliates) have undertaken since the last meeting between Executive and the Compensation Committee or that Executive (or his Affiliates) contemplate undertaking or have taken active steps to begin undertaking. Executive agrees to abide by the rules, regulations, personnel practices and policies Board of the Company, as adopted and amended Directors may from time to time by reasonably direct that are commensurate with his position. The Executive agrees to perform his duties and discharge his responsibilities in a faithful manner and to the Company, provided, that such rules, regulations, practices best of his ability and policies are to use all reasonable efforts to promote the interests of the Corporation. The Executive may not inconsistent accept other gainful employment except with the terms and conditions of this Agreement and have been disclosed in advance to Executive. Further, during the Employment Period, so long as the Company’s common stock is not publicly traded, and so long as Executive remains a significant shareholder of the Company he shall be elected to the Board of Directors, and Executive shall serve as Chairman prior consent of the Board of Directors (andof the Corporation. To the extent the Executive performs services for any affiliate or subsidiary of the Corporation, if he so elects, the Executive shall be a member entitled to compensation for such services in amounts approved by the Board of all other boards of directors of subsidiaries of Directors. With the Company) and, if the common stock of the Company becomes publicly traded, subject to the requirements of applicable law (including, without limitation, any rules or regulations of any exchange on which the common stock of the Company is listed, if applicable), the Company shall cause the nominating and corporate governance committee prior consent of the Board of Directors to propose to the shareholders of the Company at each annual meeting occurring during the Employment Period at which Executive is subject to election or re-election, as applicableCorporation, the election Executive may become a director, trustee or re-electionother fiduciary of other corporations, as applicable, of Executive as a member of the Board of Directors and Executive shall so serve if elected trusts or re-electedentities; provided, however, that if the Company terminates Executive’s employment with Executive may, without the Company for Cause, Executive’s membership on consent of the Board of Directors shall also terminateDirectors, unless otherwise agreed in writing become a trustee of any trust established by the Company Executive for estate planning purposes. The Executive may be involved in charitable, civic and religious organizations so long as they do not materially interfere with the performance of the Executive's duties hereunder. The Executive shall be entitled to make and manage personal investments, provided such investments and any activities undertaken in connection therewith do not violate any restrictive covenants in Sections 12 or 13 of this Agreement.

Employment Duties. During the Employment Period Term (as defined below), the Executive shall serve as President and Chief Executive Officer of the Company and shall have all the duties, responsibilities and authority commensurate with such position and such additional duties as may be determined by the Company’s Board of Directors (the “Board of Directors”). Executive shall report to, and be subject to the general supervision of, the Board of Directors, consistent with the terms of this Agreement. During the Employment Period, Executive shall be permitted to engage in other activities, including (A) serving on the boards of directors of non-profit organizations direction and other for-profit companies, (B) participating in charitable, civic, educational, professional, community or industry affairs, (C) participating, directly or indirectly, either alone or through Affiliates (as defined below) in other for-profit enterprises involved in the same or related industry as the Company and (D) managing Executive’s passive personal investments (collectively, the “Outside Activities”) so long as the Outside Activities are disclosed to the Compensation Committee control of the Board of Directors of the Company (the “Compensation CommitteeBoard”) ), and do not, in such capacity shall oversee and direct the aggregate materially interfere or conflict with Executive’s duties hereunder or create a business or fiduciary conflict, as reasonably determined in good faith by the Compensation Committee. For the avoidance operations of doubt, the Outside Activities relating to for-profit enterprises involved in the same or related industry as the Company currently include those and perform such duties and have such authority over the affairs and business of the Company consistent with the responsibilities and authority of a President and Chief Executive Officer, including but not limited to (1) oversight and implementation of the Company’s merchandizing, product buying, pricing and marketing activities set forth on Schedule A and strategies, (as amended from time 2) oversight of the Company’s personnel decisions with respect to time by non-executive officers, including the parties) attached hereto (compensation, hiring and all firing of such Outside Activities are hereby employees, and (3) implementation of any annual operating budget or strategic plan approved by the Compensation Committee Board, including any capital expenditures set forth therein, and (4) scheduling and attending executive management meetings, staff meetings, merchandise planning sessions, management by objective meetings, succession planning, personnel reviews, floor set walk-throughs, strategic planning sessions and other meetings and events consistent with the Company). If the Compensation Committee determines that Executive’s activities materially interfere or conflict as provided aboveduties, in each case subject to the Compensation Committee shall notify Executive in writing direction and control of such determination and the basis thereof (and the Compensation Committee and Board. The Executive shall meet to discuss in good faith also serve during the resolution thereof), and Executive, subject to fiduciary obligations, shall promptly take steps to address the Compensation Committee’s concern Term as mutually agreed in good faith between Executive and the Compensation Committee. In furtherance a director of the foregoingCompany and of the General Partner and, Executive agrees to meet with the Compensation Committee at the Compensation Committee’s request to discuss Executive’s Outside Activities and of the Board, as an officer or director of any additional activities that Executive (or his Affiliates) have undertaken since the last meeting between Executive and the Compensation Committee or that Executive (or his Affiliates) contemplate undertaking or have taken active steps to begin undertaking. Executive agrees to abide by the rules, regulations, personnel practices and policies of the Company’s subsidiaries or controlled affiliates as the Board may deem appropriate, without any additional compensation therefor. During the Term, the Executive shall devote all of his business time, energy, experience and talents to such employment, shall devote his best efforts to advance the interests of the Company and its subsidiaries and affiliates and shall not engage in any other business activities, as adopted and amended from time to time by an employee, director, consultant or in any other capacity, whether or not he receives any compensation therefor, without the Company, prior written consent of the Board; provided, that such rules, regulations, practices and policies are not inconsistent with the terms and conditions of this Agreement and have been disclosed in advance Executive may continue to Executive. Further, during the Employment Period, so long as the Company’s common stock is not publicly traded, and so long as Executive remains a significant shareholder of the Company he shall be elected to the Board of Directors, and Executive shall serve as Chairman a director of Omnia Corporation, Hartmarx Corporation and Citizens Bank of New Hampshire without the prior written consent of the Board of Directors (and, if he so elects, shall be a member of all other boards of directors of subsidiaries of the Company) and, if the common stock of the Company becomes publicly traded, subject to the requirements of applicable law (including, without limitation, any rules or regulations of any exchange on which the common stock of the Company is listed, if applicable), the Company shall cause the nominating and corporate governance committee of the Board of Directors to propose to the shareholders of the Company at each annual meeting occurring during the Employment Period at which Executive is subject to election or re-election, as applicable, the election or re-election, as applicable, of Executive as a member of the Board of Directors and Executive shall so serve if elected or re-elected; provided, however, provided that if the Company terminates Executive’s employment such services does not unreasonably interfere with the Company for Cause, Executive’s membership on the Board performance of Directors shall also terminate, unless otherwise agreed in writing by the Company and Executivehis duties hereunder.

Employment Duties. (a) During the Employment Period (as defined below)Term, Executive shall be employed in the business of the Company and its affiliates. On the Start Date, Executive shall serve as a corporate officer of the Company with the title of President. In the performance of his duties, Executive shall be subject to the direction of (a) the Board of Directors of the Company (the “Board”) and any committee thereof, and (b) the Chief Executive Officer of the Company (“CEO”), to whom he shall directly report, and Executive shall have all not be required to take direction from or report to any other person. As President, Executive’s duties, authority and responsibilities shall be consistent with the duties, authority and responsibilities and authority normally commensurate with such position and such additional duties as may be determined by title (and the Company’s Board of Directors Chief Investment Officer, Chief Operating Officer and Executive Vice President-Development and Construction (the “Board of DirectorsLine Executives”). Executive ) shall report toto Executive), except that the Chief Financial Officer (“CFO”) and be subject the Executive Vice President – General Counsel (“General Counsel”) shall not report to you and shall instead report to the general supervision ofCEO. On or about January 1, 2022 but in all events no later than March 31, 2022, the Board Company shall promote you to the position and title of DirectorsChief Executive Officer. As CEO, consistent you will be the most senior officer in the Company in charge of all day to day operations, with all business and support lines reporting directly or indirectly to you through the terms Line Executives, the CFO and the General Counsel and/or through other executive or senior officers who may report to you from time to time. At such time as you are promoted to the position of CEO, it is anticipated that the now current CEO may become Executive Chair of the Board, an officer position, with a role to be determined; assumption of the role of Executive Chair by the now current CEO will not be a violation of this Agreement. During the Employment Period, Executive shall be permitted Agreement or give rise to engage in other activities, including (A) serving on the boards of directors of non-profit organizations and other for-profit companies, (B) participating in charitable, civic, educational, professional, community or industry affairs, (C) participating, directly or indirectly, either alone or through Affiliates a right by you to terminate this Agreement for Good Reason (as defined below) in other for-profit enterprises involved in the same or related industry as the Company and (D) managing Executive’s passive personal investments (collectively, the “Outside Activities”) so long as you remain the Outside Activities are disclosed sole CEO, report directly to the Compensation Committee full Board and not the Executive Chair, and are the most senior officer of the Board Company in charge of Directors (the “Compensation Committee”) day to day operations with all duties and do not, in the aggregate materially interfere or conflict with Executive’s duties hereunder or create a business or fiduciary conflict, as reasonably determined in good faith by the Compensation Committee. For the avoidance of doubt, the Outside Activities relating to for-profit enterprises involved in the same or related industry as the Company currently include those activities set forth on Schedule A (as amended from time to time by the parties) attached hereto (and all of such Outside Activities are hereby approved by the Compensation Committee and the Company). If the Compensation Committee determines that Executive’s activities materially interfere or conflict as provided above, the Compensation Committee shall notify Executive in writing of such determination and the basis thereof (and the Compensation Committee and Executive shall meet to discuss in good faith the resolution thereof), and Executive, subject to fiduciary obligations, shall promptly take steps to address the Compensation Committee’s concern as mutually agreed in good faith between Executive and the Compensation Committee. In furtherance of the foregoing, Executive agrees to meet responsibilities commensurate with the Compensation Committee at title. The Board has adopted, or promptly after the Compensation Committee’s request to discuss Executive’s Outside Activities and any additional activities that Executive (or his Affiliates) have undertaken since the last meeting between Executive and the Compensation Committee or that Executive (or his Affiliates) contemplate undertaking or have taken active steps to begin undertaking. Executive agrees to abide by the rules, regulations, personnel practices and policies of the Company, as adopted and amended from time to time by the Company, provided, that such rules, regulations, practices and policies are not inconsistent with the terms and conditions execution of this Agreement and have been disclosed in advance to Executive. Furtherwill adopt, during the Employment Period, so long as the Company’s common stock is not publicly traded, and so long as Executive remains a significant shareholder of the Company he shall be elected resolution that appoints you to the Board of Directors, and Executive shall serve as Chairman of effective upon the Start Date. It is noted that the Board’s failure to renominate you for election to the Board of Directors (andshall give rise to your right to terminate your employment for Good Reason, as hereafter defined. You agree that you shall recuse yourself, if he so elects, shall be requested by the Lead Independent Director or the chair of a member of all other boards of directors of subsidiaries of the Company) and, if the common stock of the Company becomes publicly traded, subject to the requirements of applicable law (including, without limitation, any rules or regulations of any exchange on which the common stock of the Company is listed, if applicable), the Company shall cause the nominating and corporate governance committee of the Board, from portions of Board of Directors to propose to or Board committee meetings at which your job performance, continued employment or compensation are discussed and assessed by the shareholders Board or a committee of the Company at each annual meeting occurring during the Employment Period at which Executive is subject to election or re-election, as applicable, the election or re-election, as applicable, of Executive as a member of the Board of Directors and Executive shall so serve if elected or re-elected; provided, however, that if the Company terminates Executive’s employment with the Company for Cause, Executive’s membership on the Board of Directors shall also terminate, unless otherwise agreed in writing by the Company and ExecutiveBoard.

Employment Duties. During the Employment Period Term (as defined below), the Executive shall serve as Chief Executive Officer President, Sleepy’s of the Company and shall have all the duties, responsibilities and authority commensurate with such position and such additional duties as may be determined by the Company’s Board of Directors (the “Board of Directors”). Executive shall report to, and be subject to the general supervision direction and control of, the Board of DirectorsCompany’s Chief Executive Officer. In such capacity, consistent with the terms of this Agreement. During the Employment Period, Executive shall be permitted have the authority and responsibility to engage in other oversee, manage and direct the operations of the Subsidiary, primarily focusing on the activities, including (A) serving on strategy, training, development and efficiencies of the boards Subsidiary’s field operations as well as managing the back office operations and shall have duties in connection therewith that include cost management, management of directors departments, overseeing and directing the strategic growth and direction of non-profit organizations the Subsidiary, ensuring efficiency of operations throughout the organization, developing and other for-profit companiesimplementing plans for the operational infrastructure of systems, (B) participating in charitableprocesses, civic, educational, professional, community or industry affairs, (C) participating, directly or indirectly, either alone or through Affiliates (as defined below) in other for-profit enterprises involved in and personnel designed to accommodate the same or related industry as rapid growth objectives of the Company and (D) managing Executive’s passive personal investments (collectively, the “Outside Activities”) so long as the Outside Activities are disclosed otherwise providing senior executive level support to the Compensation Committee of Company as from time to time requested by the Board of Directors of MFHC (the “Compensation CommitteeBoard”) and do not, in or Chief Executive Officer. During the aggregate materially interfere or conflict with Executive’s duties hereunder or create a business or fiduciary conflict, as reasonably determined in good faith by the Compensation Committee. For the avoidance of doubtTerm, the Outside Activities relating to for-profit enterprises involved in the same or related industry as the Company currently include those activities set forth on Schedule A (as amended from time to time by the parties) attached hereto (and all of such Outside Activities are hereby approved by the Compensation Committee and the Company). If the Compensation Committee determines that Executive’s activities materially interfere or conflict as provided above, the Compensation Committee shall notify Executive in writing of such determination and the basis thereof (and the Compensation Committee and Executive shall meet devote his business time, energy, experience and talents to discuss in good faith the resolution thereof), and Executive, subject to fiduciary obligationssuch employment, shall promptly take steps devote his best efforts to address advance the Compensation Committee’s concern as mutually agreed in good faith between Executive and the Compensation Committee. In furtherance of the foregoing, Executive agrees to meet with the Compensation Committee at the Compensation Committee’s request to discuss Executive’s Outside Activities and any additional activities that Executive (or his Affiliates) have undertaken since the last meeting between Executive and the Compensation Committee or that Executive (or his Affiliates) contemplate undertaking or have taken active steps to begin undertaking. Executive agrees to abide by the rules, regulations, personnel practices and policies of the Company, as adopted and amended from time to time by the Company, provided, that such rules, regulations, practices and policies are not inconsistent with the terms and conditions of this Agreement and have been disclosed in advance to Executive. Further, during the Employment Period, so long as the Company’s common stock is not publicly traded, and so long as Executive remains a significant shareholder interests of the Company he shall be elected to and its subsidiaries, including the Board of DirectorsSubsidiary, and Executive other Affiliates and shall serve not engage in any other business activities, as Chairman an employee, director, consultant or in any other capacity, whether or not he receives any compensation therefor, without the prior written consent of the Board Board; provided that the Executive may perform the following activities without the prior written consent of Directors the Board, provided that such activities do not interfere with or otherwise affect the performance of his duties hereunder: (andi) if invited to do so, if he so elects, shall be a member of all other boards serve on the board of directors of subsidiaries of the Company) and, if the common stock of the Company becomes publicly tradedanother company, subject to the requirements of applicable law (including, without limitation, any rules or regulations of any exchange on which the common stock approval of the Company is listedBoard, if applicable)which shall not be withheld unreasonably; (ii) manage his personal and family investments and estate planning in a manner not in violation of this Agreement; (iii) provide financial advice to Xxxxx Xxxxx in connection with Xx. Xxxxx’x personal and family trusts in a manner not in violation of this Agreement; and (iv) engage in philanthropic, the Company shall cause the nominating charitable and corporate governance committee community activities. For purposes of the Board of Directors to propose to the shareholders of the Company at each annual meeting occurring during the Employment Period at which Executive is subject to election or re-election, as applicable, the election or re-election, as applicable, of Executive as a member of the Board of Directors and Executive shall so serve if elected or re-elected; provided, however, that if the Company terminates Executive’s employment with the Company for Cause, Executive’s membership on the Board of Directors shall also terminate, unless otherwise agreed in writing by the Company and Executive.this Agreement,

Employment Duties. During the Employment Period (as defined below), the Executive shall serve as President and Chief Executive Officer of the Company and shall have all the duties, responsibilities and authority commensurate with such position and such additional duties as may be determined by the Company’s Board of Directors (the “Board of Directors”). The Executive shall be based at the Company’s principal place of business in the greater Boston, Massachusetts metropolitan area, or such place or places in the continental United States as the Board of Directors shall determine. The Executive shall report to, and be subject to the general supervision of, the Board of Directors. The Executive agrees to devote substantially all of his business time, consistent with attention and energies to the terms business and interests of this Agreement. During the Company during the Employment Period; provided, however, that the Executive shall may be permitted to engage in other activities, including (A) serving membership on the boards of directors of other businesses or non-profit organizations and other for-profit companiesorganizations, (B) participating in charitable, civic, educational, professional, community or industry affairs, (C) participating, directly or indirectly, either alone or through Affiliates (as defined below) in other for-profit enterprises involved in the same or related industry as the Company and (D) managing Executive’s passive personal investments (collectively, the “Outside Activities”) so long as such activities do not materially interfere with the Outside Activities are performance of the Executive’s duties under this Agreement and have been disclosed to the Compensation Committee of and approved in advance by the Board of Directors (the “Compensation Committee”) and do not, in the aggregate materially interfere or conflict with Directors. The Executive’s duties hereunder or create service as a business or fiduciary conflictmember on the board of directors of Blend Therapeutics, as reasonably determined in good faith by the Compensation Committee. For the avoidance of doubt, the Outside Activities relating Inc. and Wellesley Youth Hockey shall be deemed to for-profit enterprises involved in the same or related industry as the Company currently include those activities set forth on Schedule A (as amended from time to time by the parties) attached hereto (have been disclosed and all of such Outside Activities are hereby approved by the Compensation Committee and the Company)Board of Directors. If the Compensation Committee determines that Executive’s activities materially interfere or conflict as provided above, the Compensation Committee shall notify Executive in writing of such determination and the basis thereof (and the Compensation Committee and Executive shall meet to discuss in good faith the resolution thereof), and Executive, subject to fiduciary obligations, shall promptly take steps to address the Compensation Committee’s concern as mutually agreed in good faith between Executive and the Compensation Committee. In furtherance of the foregoing, Executive agrees to meet with the Compensation Committee at the Compensation Committee’s request to discuss Executive’s Outside Activities and any additional activities that Executive (or his Affiliates) have undertaken since the last meeting between Executive and the Compensation Committee or that Executive (or his Affiliates) contemplate undertaking or have taken active steps to begin undertaking. The Executive agrees to abide by the rules, regulations, personnel practices and policies of the Company, as adopted and amended from time to time by the Company, provided, that such rules, regulations, practices and policies are not inconsistent with the terms and conditions of this Agreement and have been disclosed in advance to the Executive. Further, during the Employment Period, so long as the Company’s common stock is not publicly traded, and so long as Executive remains a significant shareholder of the Company he shall be elected to the Board of Directors, and Executive shall serve as Chairman of the Board of Directors (and, if he so elects, shall be a member of all other boards of directors of subsidiaries of the Company) and, if the common stock of the Company becomes publicly traded, subject to the requirements of applicable law (including, without limitation, any rules or regulations of any exchange on which the common stock of the Company is listed, if applicable), the Company shall cause the nominating and corporate governance committee of the Board of Directors agrees to propose to the shareholders of the Company at each annual meeting occurring during the Employment Period at which the class of directors of which the Executive is a part is subject to election or re-election, as applicable, the election or re-election, as applicable, of the Executive as a member of the Board of Directors and the Executive shall so serve if elected or re-elected; provided, however, that if the Company terminates Executive’s employment with the Company terminates for Causeany reason, the Executive’s membership on the Board of Directors shall also terminate, unless otherwise agreed in writing by the Company and the Executive.

Employment Duties. During the Employment Period (as defined below), the Executive shall serve as President and Chief Executive Officer of the Company and shall have all the duties, responsibilities and authority commensurate with such position and such additional duties as may be determined by the Company’s Board of Directors (the “Board of Directors”). The Executive shall be based at the current location of his offices (Cardiff-by-the-Sea, California) and provided with office space and support personnel and equipment commensurate with his position. The Executive shall report to, and be subject to the general supervision of, the Board of Directors, consistent with the terms of this Agreement. During The Executive agrees to devote substantially all of his business time, attention and energies to the business and interests of the Company during the Employment Period; provided, however, that the Executive shall may be permitted to engage in other activitiesactivities consistent with past practice, including (A) serving membership on the boards of directors of other businesses or non-profit organizations and other for-profit companiesorganizations, (B) participating in charitable, civic, educational, professional, community or industry affairs, (C) participating, directly or indirectly, either alone or through Affiliates (as defined below) in other for-profit enterprises involved in the same or related industry as the Company and (D) managing Executive’s passive personal investments (collectively, the “Outside Activities”) so long as such activities do not materially interfere with the Outside Activities are performance of the Executive’s duties under this Agreement and have been disclosed to the Compensation Committee of and approved in advance by the Board of Directors (the “Compensation Committee”) and do not, in the aggregate materially interfere or conflict with Directors. The Executive’s duties hereunder or create service as a business or fiduciary conflict, as reasonably determined in good faith by member on the Compensation Committee. For the avoidance board of doubt, the Outside Activities relating directors of Inex Bio shall be deemed to for-profit enterprises involved in the same or related industry as the Company currently include those activities set forth on Schedule A (as amended from time to time by the parties) attached hereto (have been disclosed and all of such Outside Activities are hereby approved by the Compensation Committee and the Company)Board of Directors. If the Compensation Committee determines that Executive’s activities materially interfere or conflict as provided above, the Compensation Committee shall notify Executive in writing of such determination and the basis thereof (and the Compensation Committee and Executive shall meet to discuss in good faith the resolution thereof), and Executive, subject to fiduciary obligations, shall promptly take steps to address the Compensation Committee’s concern as mutually agreed in good faith between Executive and the Compensation Committee. In furtherance of the foregoing, Executive agrees to meet with the Compensation Committee at the Compensation Committee’s request to discuss Executive’s Outside Activities and any additional activities that Executive (or his Affiliates) have undertaken since the last meeting between Executive and the Compensation Committee or that Executive (or his Affiliates) contemplate undertaking or have taken active steps to begin undertaking. The Executive agrees to abide by the rules, regulations, personnel practices and policies of the Company, as adopted and amended from time to time by the Company, provided, that such rules, regulations, practices and policies are not inconsistent with the terms and conditions of this Agreement and have been disclosed in advance to the Executive. Further, during the Employment Period, so long as the Company’s common stock is not publicly traded, and so long as Executive remains a significant shareholder of the Company he shall be elected to the Board of Directors, and Executive shall serve as Chairman a member of the Board of Directors (and, if he so elects, shall be a member of and all other boards of directors of subsidiaries of the Company) and, if the common stock of the Company becomes publicly traded, subject to the requirements of applicable law (including, without limitation, any rules or regulations of any exchange on which the common stock of the Company is listed, if applicable), the Company shall cause the nominating and corporate governance committee of the Board of Directors to propose to the shareholders of the Company at each annual meeting occurring during the Employment Period at which Executive is subject to election or re-election, as applicable, the election or re-election, as applicable, of the Executive as a member of the Board of Directors and the Executive shall so serve if elected or re-elected; provided, however, that if the Company terminates Executive’s employment with the Company terminates for Causeany reason, the Executive’s membership on the Board of Directors shall also terminate, unless otherwise agreed in writing by the Company and the Executive.

Employment Duties. During The Company hereby engages the Executive to serve as Chief Technology Officer of the Company. The Executive shall (i) provide all technical and economic assessments of all Company projects; (ii) interface with banks and other institutions to complete bankable feasibility studies for the Company; (iii) design and implement a research and development program for the Company and (iv) undertake such other services as reasonably requested by the Board of Directors from time to time related to solar energy, photovoltaic products and ancillary business advice and services, including, but not limited to, the matters set forth on Annex A attached hereto. The Executive shall serve the Company in such capacity for the Employment Period (as defined below), in Section 2. The Executive shall serve as report to the Chief Executive Officer. The Executive agrees that during the course of employment rendered to the Company, he shall devote his professional attention, knowledge and experience and give his best effort, skill and abilities to promote the business and interests of the Company. The Executive agrees to accept direction from Chief Executive Officer of the Company and shall have all the duties, responsibilities and authority commensurate with such position and such additional duties as may be determined by the Company’s Board of Directors (the “Board of Directors”). Executive shall report to, and be subject to the general supervision of, the Board of Directors, consistent with the terms of this Agreement. During the Employment Period, Executive shall be permitted to engage in other activities, including (A) serving on the boards of directors of non-profit organizations and other for-profit companies, (B) participating in charitable, civic, educational, professional, community or industry affairs, (C) participating, directly or indirectly, either alone or through Affiliates (as defined below) in other for-profit enterprises involved in the same or related industry as the Company and (D) managing Executive’s passive personal investments (collectively, the “Outside Activities”) so long as the Outside Activities are disclosed to the Compensation Committee of the Board of Directors (the “Compensation Committee”) and do not, in the aggregate materially interfere or conflict with Executive’s duties hereunder or create a business or fiduciary conflict, as reasonably determined in good faith by the Compensation Committee. For the avoidance of doubt, the Outside Activities relating to for-profit enterprises involved in the same or related industry as the Company currently include those activities set forth on Schedule A (as amended from time to time by the parties) attached hereto (and all of such Outside Activities are hereby approved by the Compensation Committee and the Company). If the Compensation Committee determines that Executive’s activities materially interfere or conflict as provided above, the Compensation Committee shall notify Executive in writing of such determination and the basis thereof (and the Compensation Committee and Executive shall meet to discuss in good faith the resolution thereof), and Executive, subject to fiduciary obligations, shall promptly take steps to address the Compensation Committee’s concern as mutually agreed in good faith between Executive and the Compensation Committee. In furtherance of the foregoing, Executive agrees to meet with the Compensation Committee at the Compensation Committee’s request to discuss Executive’s Outside Activities and any additional activities that Executive (or his Affiliates) have undertaken since the last meeting between Executive and the Compensation Committee or that Executive (or his Affiliates) contemplate undertaking or have taken active steps to begin undertaking. Executive agrees to abide by the rules, regulations, personnel practices and policies of the Company, as adopted and amended from time to time by the Company, provided, that such rules, regulations, practices and policies are not inconsistent with the terms and conditions of this Agreement and have been disclosed in advance to Executive. Further, during the Employment Period, so long as the Company’s common stock is not publicly traded, and so long as Executive remains a significant shareholder of the Company he shall be elected to the Board of Directors, and Executive shall serve as Chairman of the Board of Directors (and, if he so elects, shall be or a member of all other boards of directors of subsidiaries of the Company) and, if the common stock of the Company becomes publicly traded, subject to the requirements of applicable law (including, without limitation, any rules or regulations of any exchange on which the common stock of the Company is listed, if applicable), the Company shall cause the nominating and corporate governance committee of the Board of Directors to propose to the shareholders of the Company at each annual meeting occurring during the Employment Period at which Executive is subject to election or re-election, as applicable, the election or re-election, as applicable, of Executive as a member of the Board of Directors and has duly delegated authority thereof (collectively, the “Board”). The Executive shall so serve if elected or re-elected; provided, however, devote approximately fifty percent (50%) of his professional time to Company services. The Company acknowledges and agrees that if the services rendered to the Company terminates Executive’s employment with the Company for Cause, Executive’s membership on the Board of Directors shall also terminate, unless otherwise agreed in writing by not be exclusive to the Company and Executivethe Executive may pursue other academic and business activities so long as such other business activities are not in conflict with the Company. The Executive agrees to faithfully and diligently perform such reasonable duties commensurate with the position of Chief Technology Officer as may from time to time be assigned to the Executive by the Board. For purposes of clarity, except with respect to subsidiaries of the Company, to the extent the Executive renders services to any other organizations, all such services must be rendered in a separate capacity and shall not be deemed to constitute services of the Executive as Employment Agreement an agent of any such other organization to the Company or as an agent by or on behalf of the Company to such other organizations unless expressly delegated in writing to such effect.

Employment Duties. The Employer hereby agrees to employ Executive, and Executive hereby accepts such employment, as the Chief Operating Officer of Employer, on the terms and subject to the conditions set forth herein. During the Employment Period "Term" (as defined belowhereafter defined), Executive shall serve devote his best efforts and substantially all of his business time to the performance of all duties pertaining to such position as Chief Executive Officer are customary for similarly situated executives of companies engaged in businesses similar to the Company and Employer or as shall have all the duties, responsibilities and authority commensurate be assigned to him consistent with such position and such additional duties as may be determined by the Company’s Board of Directors (the “Board of Directors”). Executive shall report to, and be subject to the general supervision of, the Board of Directors, consistent with the terms of this Agreement. During the Employment Period, Executive shall be permitted to engage in other activities, including (A) serving on the boards of directors of non-profit organizations and other for-profit companies, (B) participating in charitable, civic, educational, professional, community or industry affairs, (C) participating, directly or indirectly, either alone or through Affiliates (as defined below) in other for-profit enterprises involved in the same or related industry as the Company and (D) managing Executive’s passive personal investments (collectively, the “Outside Activities”) so long as the Outside Activities are disclosed to the Compensation Committee of the Board of Directors (the “Compensation Committee”) and do not, in the aggregate materially interfere or conflict with Executive’s duties hereunder or create a business or fiduciary conflict, as reasonably determined in good faith by the Compensation Committee. For the avoidance of doubt, the Outside Activities relating to for-profit enterprises involved in the same or related industry as the Company currently include those activities set forth on Schedule A (as amended from time to time by the parties) attached hereto (and all of such Outside Activities are hereby approved by the Compensation Committee and the Company). If the Compensation Committee determines that Executive’s activities materially interfere or conflict as provided above, the Compensation Committee shall notify Executive in writing of such determination and the basis thereof (and the Compensation Committee and Executive shall meet to discuss in good faith the resolution thereof), and Executive, subject to fiduciary obligations, shall promptly take steps to address the Compensation Committee’s concern as mutually agreed in good faith between Executive and the Compensation Committee. In furtherance chief executive officer of the foregoing, Executive agrees to meet with Employer (the Compensation Committee at the Compensation Committee’s request to discuss Executive’s Outside Activities and any additional activities that Executive (or his Affiliates) have undertaken since the last meeting between Executive and the Compensation Committee or that Executive (or his Affiliates) contemplate undertaking or have taken active steps to begin undertaking. Executive agrees to abide by the rules, regulations, personnel practices and policies of the Company, as adopted and amended from time to time by the Company, provided, that such rules, regulations, practices and policies are not inconsistent with the terms and conditions of this Agreement and have been disclosed in advance to Executive"CEO"). Further, during the Employment Period, so long as the Company’s common stock is not publicly traded, and so long as Executive remains a significant shareholder of the Company he shall be elected to the Board of Directors, and Executive shall serve as Chairman of the Board of Directors (andnot be gainfully employed other than pursuant to this Agreement. However, if he so electsExecutive may be involved in charitable work, shall be a member of all other service on boards of directors of subsidiaries other companies, manage his personal investments, offer guidance to others and wind-down his historical business activities (other than the business of SBC) so long as such activities do not unreasonably interfere with Executive's time commitment to the Employer as contemplated by this Agreement and do not constitute a breach by Executive of any of his covenants contained in Sections 8 through 12 hereof. Any compensation or remuneration received by Executive on account of the Company) andactivities in the immediately preceding sentence may be retained by Executive. The performance of Executive's duties hereunder shall be, if the common stock of the Company becomes publicly tradedat all times, subject to the requirements of applicable law (includingsupervision, without limitation, any rules or regulations of any exchange on which the common stock advice and direction of the Company is listed, if applicable), CEO. Executive shall have the Company shall cause the nominating and corporate governance committee of the Board of Directors to propose to the shareholders of the Company at each annual meeting occurring right during the Employment Period at which Executive is subject Term to election or re-election, as applicable, nominate himself and one other person to serve on the election or re-election, as applicable, of Executive as a member of the Board of Directors and Executive shall so serve if elected or re-electedBoard; provided, however, that if the Company terminates Executive’s employment with the Company for Cause, Executive’s membership right to nominate a second person to serve on the Board shall terminate if and when the number of Directors shall also terminateshares of Common Stock of the Employer owned of record by Coventry Partners Family Limited Partnership is reduced to below four and one-half percent (4-1/2%) of the then outstanding shares of Common Stock of the Employer. Subject to the fiduciary duties of the Board as required under applicable law, unless otherwise agreed the Employer agrees to cause such nominees to be included in writing by the Company Board and Executivemanagement slate of nominees presented to stockholders for election as directors.

Employment Duties. During the Employment Period (The Company hereby employs Employee as defined below), Executive shall serve as President and Chief Executive Officer of the Company and shall have all (the duties, responsibilities and authority commensurate with such position and such additional duties as title of Chief Executive Officer may be determined changed by the Company’s Board of Directors (the “Board of Directors”). Executive shall report to, and be subject to the general supervision of, the Board of Directors, consistent with the terms of this Agreement. During the Employment Period, Executive shall be permitted to engage in other activities, including (A) serving on the boards of directors of non-profit organizations and other for-profit companies, (B) participating in charitable, civic, educational, professional, community or industry affairs, (C) participating, directly or indirectly, either alone or through Affiliates (as defined below) in other for-profit enterprises involved in the same or related industry as the Company and (D) managing Executive’s passive personal investments (collectively, the “Outside Activities”) so long as the Outside Activities are disclosed to the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”"Board")) and do notEmployee hereby accepts such employment. Employee shall have responsibility for day to day management of the Company and shall have such other duties and responsibilities as shall be assigned to him by the Board relating to the operation of schools and related facilities of the type operated by the Company on the date hereof, including duties with respect to affiliates (as defined in Rule 405 under the aggregate materially interfere or conflict with Executive’s duties hereunder or create a business or fiduciary conflictSecurities Act of 1933, as amended) of the Company (each, an "Affiliate"), provided that such duties with respect to Affiliates in a senior officer capacity not inconsistent with Employee's position as President of the Company. During the term of this Agreement, Employee shall devote all his working time and effort to the conduct of his duties hereunder. Among the other duties of Employee hereunder, Employee shall, on or before October 15 of each year during the term hereof, prepare and submit in a form reasonably determined in good faith acceptable to the Chairman, for consideration by the Compensation Committee. For Board of Directors of Steixxx Xxxsure Limited (the avoidance of doubt"SLL Board"), the Outside Activities relating to for-profit enterprises involved in the same or related industry as ultimate parent company of the Company currently include those activities set forth on Schedule A ("SLL") a budget for the operations of the Company (the "Budget") for the then next succeeding calendar year ("Year"), including earnings before interest, taxes, depreciation and amortization for such Year and each fiscal quarter therein and which reflects the operations of each Facility (as amended from time to time defined in Section 3(a)(iv)(B), below) that was acquired by the parties) attached hereto (and all Company effective on or before December 31 of such Outside Activities are hereby approved by Year (Employee shall reflect in such the Compensation Committee Budget for such Year any Facility acquired after the Budget is submitted to the SLL Board as promptly as practicable) and which Facility has not ceased operations, and only such Facilities (the Company"Budgeted EBITDA"). If the Compensation Committee determines that Executive’s activities materially interfere or conflict as provided above, the Compensation Committee shall notify Executive in writing of such determination and the basis thereof (and the Compensation Committee and Executive shall meet to discuss in good faith the resolution thereof), and Executive, subject to fiduciary obligations, shall promptly take steps to address the Compensation Committee’s concern as mutually agreed in good faith between Executive and the Compensation Committee. In furtherance of the foregoing, Executive agrees to meet with the Compensation Committee at the Compensation Committee’s request to discuss Executive’s Outside Activities and any additional activities that Executive (or his Affiliates) have undertaken since the last meeting between Executive and the Compensation Committee or that Executive (or his Affiliates) contemplate undertaking or have taken active steps to begin undertaking. Executive agrees to abide by the rules, regulations, personnel practices and policies Such budget of the Company, as adopted and amended from time to time approved by the CompanySLL Board for a year in question, provided, that such rules, regulations, practices and policies are not inconsistent with the terms and conditions of this Agreement and have been disclosed in advance is referred to Executive. Further, during the Employment Period, so long herein as the Company’s common stock is "Company Budget." Employee shall not publicly traded, and so long as Executive remains a significant shareholder of the Company he shall be elected required to the Board of Directors, and Executive shall serve as Chairman of the Board of Directors (and, if he so elects, shall be a member of all have his principal office in other boards of directors of subsidiaries of the Company) and, if the common stock of the Company becomes publicly traded, subject to the requirements of applicable law (including, than Broward or Palm Beach counties in Florida without limitation, any rules or regulations of any exchange on which the common stock of the Company is listed, if applicable), the Company shall cause the nominating and corporate governance committee of the Board of Directors to propose to the shareholders of the Company at each annual meeting occurring during the Employment Period at which Executive is subject to election or re-election, as applicable, the election or re-election, as applicable, of Executive as a member of the Board of Directors and Executive shall so serve if elected or re-elected; provided, however, that if the Company terminates Executive’s employment with the Company for Cause, Executive’s membership on the Board of Directors shall also terminate, unless otherwise agreed in writing by the Company and Executivehis consent.

Employment Duties. During The Executive shall have those duties set forth below in “Vice President of Home Health Job Description” and such other duties and responsibilities which are assigned to the Employment Period Executive by the Chief Operating Officer (as defined belowCOO), Executive shall serve as Chief Executive Officer of President and CEO (CEO) or the Company and shall have all the duties, responsibilities and authority commensurate with such position and such additional duties as may be determined by the Company’s Board of Directors (and which are appropriate for the “Board position of Directors”)the Executive. The Executive shall report to, and be subject to the general supervision of, the Board of Directors, consistent with the terms of this Agreement. During the Employment Period, Executive shall be permitted to engage in other activities, including (A) serving on the boards of directors of non-profit organizations and other for-profit companies, (B) participating in charitable, civic, educational, professional, community or industry affairs, (C) participating, directly or indirectly, either alone or through Affiliates (as defined below) in other for-profit enterprises involved in the same or related industry as the Company and (D) managing Executive’s passive personal investments (collectively, the “Outside Activities”) so long as the Outside Activities are disclosed to the Compensation Committee of the Board of Directors (the “Compensation Committee”) and do not, in the aggregate materially interfere or conflict with Executive’s duties hereunder or create a business or fiduciary conflict, as reasonably determined in good faith by the Compensation Committee. For the avoidance of doubt, the Outside Activities relating to for-profit enterprises involved in the same or related industry as the Company currently include those activities set forth on Schedule A (as amended from time to time by the parties) attached hereto (and all of such Outside Activities are hereby approved by the Compensation Committee and the Company). If the Compensation Committee determines that Executive’s activities materially interfere or conflict as provided above, the Compensation Committee shall notify Executive in writing of such determination and the basis thereof (and the Compensation Committee and Executive shall meet to discuss in good faith the resolution thereof), and Executive, subject to fiduciary obligations, shall promptly take steps to address the Compensation Committee’s concern as mutually agreed in good faith between Executive and the Compensation Committee. In furtherance of the foregoing, Executive agrees to meet with the Compensation Committee at the Compensation Committee’s request to discuss Executive’s Outside Activities and any additional activities that Executive (or his Affiliates) have undertaken since the last meeting between Executive and the Compensation Committee or that Executive (or his Affiliates) contemplate undertaking or have taken active steps to begin undertaking. Executive agrees to abide by the rules, regulations, personnel practices and policies of the Company, as adopted and amended from time to time by the Company, provided, that such rules, regulations, practices and policies are not inconsistent with the terms and conditions of this Agreement and have been disclosed in advance to Executive. Further, during the Employment Period, so long as the Company’s common stock is not publicly traded, and so long as Executive remains a significant shareholder of the Company he shall be elected to the Board of Directors, and Executive shall serve as Chairman of the Board of Directors (and, if he so elects, shall be a member of all other boards of directors of subsidiaries of the Company) and, if the common stock of the Company becomes publicly traded, subject to the requirements of applicable law (including, without limitation, any rules or regulations of any exchange on which the common stock of the Company is listed, if applicable), the Company shall cause the nominating and corporate governance committee of the Board of Directors to propose to the shareholders of the Company at each annual meeting occurring during the Employment Period at which Executive is subject to election or re-election, as applicable, the election or re-election, as applicable, of Executive as a member authority of the Board of Directors and shall report directly to the Chief Operating Officer of the Company. The Executive shall so serve if elected also perform such further duties as are incidental to or re-elected; providedimplied from the foregoing, however, that if the Company terminates Executive’s employment consistent with the Company for Causebackground, Executive’s membership on training, and qualifications of the Executive or which may be reasonably determined by the COO, CEO or the Board of Directors to be in the best interests of the Addus HealthCare Group. The Executive shall also terminatehave the authority to recommend and implement appropriate corporate policies and procedures, unless otherwise agreed and execute employment, procurement and other appropriate decisions, in writing each case, commensurate with his role as Vice President of Home Health , subject to oversight by the COO, CEO and Board of Directors. The Company may, at its sole discretion, (i) re-assign the Executive within the Company’s organization structure, (ii) change his job description within the same professional level, (iii) change his work location within fifty (50) miles of the Company’s corporate office in Palatine, Illinois upon six (6) months’ notice, and Executive.(iv) add to or delete from his duties under this Agreement without affecting the enforceability and conditions of this Agreement. Job Description Vice President of Home Health Addus HealthCare, Inc. Position Summary Reporting to the COO, and based at the Company’s Support Center in Palatine, IL, the Vice President will provide national leadership to the Company’s Home Health Services Division, which includes skilled nursing, therapy, and related programs and services. This key, executive position will be the visionary leader for this major segment of the Company’s business, and will establish and implement national and regional strategic objectives and initiatives for growth and business development. This position will direct the Division’s overall operations, and all national and regional policy and program development activities, and will ensure compliance with applicable federal and state regulations and JCAHO standards. Primary Responsibilities: • Direct the Division’s overall operations, and work closely with the regional directors in the development and implementation of all national and regional policies and programs for the Skilled and Assisted businesses. • Coordinate and participate in the identification and evaluation of potential Home Health Services Division acquisition candidates, and in the assimilation of acquired companies into the Division’s structure, systems and processes. • Provide direction and guidance to the regional directors in effectively managing the branches in their respective regions, and in driving financial and operating results. • Direct and coordinate the preparation of the Division’s annual budgets, and continually monitor regional and branch performance to identify trends and implement corrective actions. • Direct the development of clinical practices and standards that ensure the delivery of safe and therapeutically effective service to patients and families, in accordance with all applicable federal state, and local regulations and JCAHO standards, and assure the establishment of quality assurance/performance improvement programs and processes. • Direct Divisional staff education efforts, and promote ongoing skills enhancement and professional development. • Provide leadership in the development and implementation of national and regional strategic objectives and initiatives for revenue growth and business development, including sales and marketing programs designed to promote the Division’s services and target potential referral sources

Employment Duties. During the Employment Period (The Company hereby employs Executive and Executive hereby accepts such employment as defined below), Executive shall serve as President and Chief Executive Officer of the Company Company, on the terms and shall have all subject to the duties, responsibilities conditions hereinafter set forth. In such capacity and subject to the authority commensurate with such position and such additional duties as may be determined by of the Company’s 's Board of Directors (the “Board of Directors”"Board"). , Executive shall report to, and be subject perform such functions with respect to the general supervision of, business and affairs of the Board of DirectorsCompany, consistent with his position, as the terms of this Agreement. During Board or the Employment Period, Executive shall be permitted to engage in other activities, including (A) serving on the boards board of directors of non-profit organizations and other for-profit companies, (B) participating in charitable, civic, educational, professional, community or industry affairs, (C) participating, directly or indirectly, either alone or through Affiliates the Subsidiaries (as defined below) in other for-profit enterprises involved in the same or related industry as the Company and (D) managing Executive’s passive personal investments (collectively, the “Outside Activities”) so long as the Outside Activities are disclosed to the Compensation Committee of the Board of Directors (the “Compensation Committee”) and do not, in the aggregate materially interfere or conflict with Executive’s duties hereunder or create a business or fiduciary conflict, as reasonably determined in good faith by the Compensation Committee. For the avoidance of doubt, the Outside Activities relating to for-profit enterprises involved in the same or related industry as the Company currently include those activities set forth on Schedule A (as amended shall determine from time to time by the parties) attached hereto (time. Executive shall be based and all of such Outside Activities are hereby approved by the Compensation Committee and shall perform his duties at the Company). If the Compensation Committee determines that Executive’s activities materially interfere or conflict as provided above, the Compensation Committee shall notify Executive in writing of such determination and the basis thereof (and the Compensation Committee and Executive shall meet to discuss in good faith the resolution thereof), and Executive, subject to fiduciary obligations, shall promptly take steps to address the Compensation Committee’s concern as mutually agreed in good faith between Executive and the Compensation Committee. In furtherance of the foregoing, Executive agrees to meet with the Compensation Committee at the Compensation Committee’s request to discuss Executive’s Outside Activities and any additional activities that Executive (or his Affiliates) have undertaken since the last meeting between Executive and the Compensation Committee or that Executive (or his Affiliates) contemplate undertaking or have taken active steps to begin undertaking. Executive agrees to abide by the rules, regulations, personnel practices and policies of the Company, as adopted and amended from time to time by the Company, provided, that such rules, regulations, practices and policies are not inconsistent with the terms and conditions of this Agreement and have been disclosed in advance to Executive. Further, during the Employment Period, so long as the Company’s common stock is not publicly traded, and so long as Executive remains a significant shareholder of the Company he shall be elected to the Board of Directors, and Executive shall serve as Chairman of the Board of Directors (and, if he so elects, shall be a member of all other boards of directors of subsidiaries of the Company) and, if the common stock of the Company becomes publicly traded, subject to the requirements of applicable law (including, without limitation, any rules or regulations of any exchange on which the common stock of the Company is listed, if applicable), the Company shall cause the nominating and corporate governance committee of the Board of Directors to propose to the shareholders of the Company at each annual meeting occurring during the Employment Period at which Executive is subject to election or re-election, as applicable, the election or re-election, as applicable, of Executive as a member of the Board of Directors and Executive shall so serve if elected or re-elected's present principal offices; provided, however, that Executive shall not be required to perform his duties at the principal offices of the Company if the Company terminates Executive’s employment with should move its principal offices during the Employment Term to a location in excess of thirty-five (35) miles from Evansville, Indiana. Executive shall travel at the Company's expense to the extent necessary to perform his duties hereunder. Executive shall devote his full business time and energies to the business and affairs of the Company and shall not accept other employment or perform any services for Causeany other person, firm or corporation; provided, however, that Executive may devote reasonable amounts of time to activities having a charitable, educational or other public interest purpose if and to the extent such activities do not substantially interfere with Executive’s membership on 's performance of his responsibilities hereunder. Executive shall, upon reasonable notice, furnish such information and proper assistance to the Company and its affiliates as reasonably may be required by the Company in connection with any legal action involving the Company or any of its affiliates. Executive agrees to use his best efforts, skills and abilities to promote and protect the interests of the Company and all of its subsidiaries now or hereafter organized (the "Subsidiaries"), including United Fidelity Bank, FSB (the "Bank") and to perform his duties hereunder. Executive agrees to serve as a director or officer of any of the Company's subsidiaries or controlled affiliates requesting his services, and to perform such services for such subsidiaries or controlled affiliates, consistent with his office, as its Board of Directors or other governing body shall also terminate, unless otherwise agreed in writing by the Company and Executiverequest.

Employment Duties. During the Employment Period (The Company hereby employs Executive and Executive hereby accepts such employment as defined below), Executive shall serve as President and Chief Executive Officer of the Company Company, on the terms and subject to the conditions hereinafter set forth. In his capacity as President and Chief Executive Officer of the Company, Executive shall have all responsibility for (i) supervising the duties, responsibilities and authority commensurate with such position and such additional duties as may be determined by day to day operations of the Company’s ; (ii) insuring the co-marketing operations on endorsed mailings are done profitably; (iii) focusing the Company on generating free cash flow and EBITDA (as hereinafter defined) in accordance with the budget attached hereto; establishing appropriate profit and loss budgets, controls, monitoring and follow-up for products, departments and methods of marketing; (iv) rationalizing the selling, general and administrative costs of the Company to a justifiable and economically sensible level; (v) increasing the membership base; (vi) improving both the short term and long term prospects of the Company's business; and (vii) such other matters as the Company's Board of Directors ("Board") or Chairman of the “Board shall determine from time to time, consistent with Executive's position as President and Chief Executive Officer of Directors”)the Company. Executive shall report to, and be subject responsible to the general supervision of, Chairman of the Board of Directors, consistent with or such other person as may be designated by the terms of this AgreementBoard. During the Employment Period, Executive shall be permitted based and shall perform his duties at the Company's offices located in Orange, California and shall travel to engage in other activities, including (A) serving on the boards extent necessary to perform his duties hereunder. Executive shall devote his full business time and energies to the business and affairs of directors of non-profit organizations and other for-profit companies, (B) participating in charitable, civic, educational, professional, community or industry affairs, (C) participating, directly or indirectly, either alone or through Affiliates (as defined below) in other for-profit enterprises involved in the same or related industry as the Company and (D) managing Executive’s passive shall not accept other employment, perform any services for any other person, firm or corporation or permit any of his personal investments (collectivelybusiness or investment affairs to interfere with the performance of his duties hereunder. Executive shall, the “Outside Activities”) so long as the Outside Activities are disclosed upon reasonable notice, furnish such information and proper assistance to the Compensation Committee of the Board of Directors (the “Compensation Committee”) and do not, in the aggregate materially interfere or conflict with Executive’s duties hereunder or create a business or fiduciary conflict, Company as reasonably determined in good faith may be required by the Compensation Committee. For the avoidance of doubt, the Outside Activities relating to for-profit enterprises involved Company in the same or related industry as connection with any legal action involving the Company currently include those activities set forth on Schedule A (as amended from time to time by the parties) attached hereto (and all or any of such Outside Activities are hereby approved by the Compensation Committee and the Company). If the Compensation Committee determines that Executive’s activities materially interfere or conflict as provided above, the Compensation Committee shall notify Executive in writing of such determination and the basis thereof (and the Compensation Committee and Executive shall meet to discuss in good faith the resolution thereof), and Executive, subject to fiduciary obligations, shall promptly take steps to address the Compensation Committee’s concern as mutually agreed in good faith between Executive and the Compensation Committee. In furtherance of the foregoing, Executive agrees to meet with the Compensation Committee at the Compensation Committee’s request to discuss Executive’s Outside Activities and any additional activities that Executive (or his Affiliates) have undertaken since the last meeting between Executive and the Compensation Committee or that Executive (or his Affiliates) contemplate undertaking or have taken active steps to begin undertakingits affiliates. Executive agrees to abide by use his best efforts, skills and abilities to promote and protect the rules, regulations, personnel practices and policies of the Company, as adopted and amended from time to time by the Company, provided, that such rules, regulations, practices and policies are not inconsistent with the terms and conditions of this Agreement and have been disclosed in advance to Executive. Further, during the Employment Period, so long as the Company’s common stock is not publicly traded, and so long as Executive remains a significant shareholder interests of the Company he shall be elected and, faithfully and to the Board best of Directors, and Executive shall serve as Chairman of the Board of Directors (and, if he so elects, shall be a member of all other boards of directors of subsidiaries of the Company) and, if the common stock of the Company becomes publicly traded, subject to the requirements of applicable law (including, without limitation, any rules or regulations of any exchange on which the common stock of the Company is listed, if applicable), the Company shall cause the nominating and corporate governance committee of the Board of Directors to propose to the shareholders of the Company at each annual meeting occurring during the Employment Period at which Executive is subject to election or re-election, as applicable, the election or re-election, as applicable, of Executive as a member of the Board of Directors and Executive shall so serve if elected or re-elected; provided, however, that if the Company terminates Executive’s employment with the Company for Cause, Executive’s membership on the Board of Directors shall also terminate, unless otherwise agreed in writing by the Company and Executive.his ability,

Employment Duties. During Subject to the Employment Period provisions set forth elsewhere in this Agreement, the Company hereby employs the Executive as its Executive Vice President and Chief Technology Officer (or such other title as defined belowis appropriate from time to time as is determined by the Chief Executive Officer), Executive shall serve as Chief Executive Officer of the Company and shall have all the duties, with such responsibilities and authority commensurate with such position and such additional duties as may be determined by the Company’s Board of Directors (the “Board of Directors”). Executive shall report to, and be subject to the general supervision of, the Board of Directors, consistent with the terms of this Agreement. During the Employment Period, Executive shall be permitted assigned to engage in other activities, including (A) serving on the boards of directors of non-profit organizations and other for-profit companies, (B) participating in charitable, civic, educational, professional, community or industry affairs, (C) participating, directly or indirectly, either alone or through Affiliates (as defined below) in other for-profit enterprises involved in the same or related industry as the Company and (D) managing Executive’s passive personal investments (collectively, the “Outside Activities”) so long as the Outside Activities are disclosed to the Compensation Committee of the Board of Directors (the “Compensation Committee”) and do not, in the aggregate materially interfere or conflict with Executive’s duties hereunder or create a business or fiduciary conflict, as reasonably determined in good faith by the Compensation Committee. For the avoidance of doubt, the Outside Activities relating to for-profit enterprises involved in the same or related industry as the Company currently include those activities set forth on Schedule A (as amended him from time to time by the parties) attached hereto (and all Board of such Outside Activities are hereby approved by Directors or the Compensation Committee and the Company). If the Compensation Committee determines that Executive’s activities materially interfere or conflict as provided above, the Compensation Committee shall notify Chief Executive in writing of such determination and the basis thereof (and the Compensation Committee and Executive shall meet to discuss in good faith the resolution thereof), and Executive, subject to fiduciary obligations, shall promptly take steps to address the Compensation Committee’s concern as mutually agreed in good faith between Executive and the Compensation Committee. In furtherance of the foregoing, Executive agrees to meet with the Compensation Committee at the Compensation Committee’s request to discuss Executive’s Outside Activities and any additional activities that Executive (or his Affiliates) have undertaken since the last meeting between Executive and the Compensation Committee or that Executive (or his Affiliates) contemplate undertaking or have taken active steps to begin undertaking. Executive agrees to abide by the rules, regulations, personnel practices and policies Officer of the Company, provided that after a Change of Control, the Executive's position, authority, duties and responsibilities shall not be substantially diminished from those held, exercised and assigned during the 120-day period immediately preceding the Change of Control. Initially, the Executive's duties shall include: Duties as adopted and amended directed by the Chief Executive Officer from time to time by time, including those set forth on Exhibit A. The Executive's principal place of employment shall be at the Company's main headquarters, providedin Gaithersburg, that Maryland, subject to such rules, regulations, practices and policies are not inconsistent with travel as may be required by his employment. The Executive hereby agrees to remain in the employ of the Company subject to the terms and conditions of this Agreement, for the Term of this Agreement (defined below) and have been disclosed in advance to Executiveperform his duties faithfully, loyally and to report to, and follow the directions of, the Chief Executive Officer. FurtherDuring the Term, during and excluding any periods of vacation and sick leave to which the Employment PeriodExecutive is entitled, the Executive agrees to devote his full business time and best efforts to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his best efforts to perform faithfully and efficiently such responsibilities. During the Term it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not materially interfere with the Company’s common stock is not publicly traded, and so long performance of the Executive's responsibilities as Executive remains a significant shareholder an employee of the Company he shall be elected in accordance with this Agreement. 2 The Executive represents and warrants that there are no agreements or arrangements, whether written or oral, in effect which would prevent him from rendering exclusive services to the Board of DirectorsCompany during the term hereof, and Executive shall serve as Chairman of the Board of Directors (andthat he has not made and will not make any commitment, if he so electsagreement or arrangement, shall or do any act, in conflict with this Agreement and that entering into this Agreement will not be a member of all other boards of directors of subsidiaries of the Company) and, if the common stock of the Company becomes publicly traded, subject to the requirements of applicable law (including, without limitation, any rules or regulations in violation of any exchange on which the common stock of the Company is listed, if applicable), the Company shall cause the nominating and corporate governance committee of the Board of Directors to propose to the shareholders of the Company at each annual meeting occurring during the Employment Period at which Executive is subject to election or re-election, as applicable, the election or re-election, as applicable, of Executive as a member of the Board of Directors and Executive shall so serve if elected or re-elected; provided, however, that if the Company terminates Executive’s employment with the Company for Cause, Executive’s membership on the Board of Directors shall also terminate, unless otherwise agreed in writing by the Company and Executiveother agreement.

Employment Duties. During Subject to the Employment Period provisions set forth elsewhere in this Agreement, the Company hereby employs the Executive as its President and Chief Operating Officer (or such other title as defined belowis appropriate from time to time as is determined by the Chief Executive Officer), Executive shall serve as Chief Executive Officer of the Company and shall have all the duties, with such responsibilities and authority commensurate with such position and such additional duties as may be determined by the Company’s Board of Directors (the “Board of Directors”). Executive shall report to, and be subject to the general supervision of, the Board of Directors, consistent with the terms of this Agreement. During the Employment Period, Executive shall be permitted assigned to engage in other activities, including (A) serving on the boards of directors of non-profit organizations and other for-profit companies, (B) participating in charitable, civic, educational, professional, community or industry affairs, (C) participating, directly or indirectly, either alone or through Affiliates (as defined below) in other for-profit enterprises involved in the same or related industry as the Company and (D) managing Executive’s passive personal investments (collectively, the “Outside Activities”) so long as the Outside Activities are disclosed to the Compensation Committee of the Board of Directors (the “Compensation Committee”) and do not, in the aggregate materially interfere or conflict with Executive’s duties hereunder or create a business or fiduciary conflict, as reasonably determined in good faith by the Compensation Committee. For the avoidance of doubt, the Outside Activities relating to for-profit enterprises involved in the same or related industry as the Company currently include those activities set forth on Schedule A (as amended him from time to time by the parties) attached hereto (and all of such Outside Activities are hereby approved by the Compensation Committee and the Company). If the Compensation Committee determines that Executive’s activities materially interfere or conflict as provided above, the Compensation Committee shall notify Chief Executive in writing of such determination and the basis thereof (and the Compensation Committee and Executive shall meet to discuss in good faith the resolution thereof), and Executive, subject to fiduciary obligations, shall promptly take steps to address the Compensation Committee’s concern as mutually agreed in good faith between Executive and the Compensation Committee. In furtherance of the foregoing, Executive agrees to meet with the Compensation Committee at the Compensation Committee’s request to discuss Executive’s Outside Activities and any additional activities that Executive (or his Affiliates) have undertaken since the last meeting between Executive and the Compensation Committee or that Executive (or his Affiliates) contemplate undertaking or have taken active steps to begin undertaking. Executive agrees to abide by the rules, regulations, personnel practices and policies Officer of the Company, provided that after a Change of Control, the Executive's position, authority, duties and responsibilities shall be at least commensurate with those held, exercised and assigned during the 120-day period immediately preceding the Change of Control. Initially, the Executive's duties shall include duties as adopted and amended directed by the Chief Executive Officer from time to time by time, including those listed on Exhibit A. The Executive's principal place of employment shall be at the Company's main headquarters, providedin Gaithersburg, that Maryland, subject to such rules, regulations, practices and policies are not inconsistent with travel as may be required by his employment. The Executive hereby agrees to remain in the employ of the Company subject to the terms and conditions of this Agreement, for the Term of this Agreement (defined below) and have been disclosed in advance to perform his duties faithfully, loyally and to report to, and follow the reasonable directions of, the Chief Executive Officer to the extent not inconsistent with the Executive's position. FurtherDuring the Term, during and excluding any periods of vacation and sick leave to which the Employment PeriodExecutive is entitled, the Executive agrees to devote his full business time and best efforts to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his best efforts to perform faithfully and efficiently such responsibilities. During the Term it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not interfere with the Company’s common stock is not publicly traded, and so long performance of the Executive's responsibilities as Executive remains a significant shareholder an employee of the Company he shall be elected in accordance with this Agreement. The Executive represents and warrants that there are no agreements or arrangements, whether written or oral, in effect which would prevent him from rendering exclusive services to the Board of DirectorsCompany during the term hereof, and Executive shall serve as Chairman of the Board of Directors (andthat he has not made and will not make any commitment, if he so electsagreement or arrangement, shall or do any act, in conflict with this Agreement and that entering into this Agreement will not be a member of all other boards of directors of subsidiaries of the Company) and, if the common stock of the Company becomes publicly traded, subject to the requirements of applicable law (including, without limitation, any rules or regulations in violation of any exchange on which the common stock of the Company is listed, if applicable), the Company shall cause the nominating and corporate governance committee of the Board of Directors to propose to the shareholders of the Company at each annual meeting occurring during the Employment Period at which Executive is subject to election or re-election, as applicable, the election or re-election, as applicable, of Executive as a member of the Board of Directors and Executive shall so serve if elected or re-elected; provided, however, that if the Company terminates Executive’s employment with the Company for Cause, Executive’s membership on the Board of Directors shall also terminate, unless otherwise agreed in writing by the Company and Executiveother agreement.

Employment Duties. During Subject to the Employment Period formal election by the Board of Directors of the Corporation (as defined below)the “Board”) in the exercise of its judgment, the Corporation does hereby continue to employ the Executive, and the Executive shall serve does hereby continue employment by the Corporation, as Chief Executive Officer of the Company and shall have all the duties, responsibilities and authority commensurate with such position and such additional duties as may be determined by the Company’s Board of Directors (the “Board of Directors”). Executive shall report to, and be subject to the general supervision of, the Board of Directors, consistent with the terms of this Agreement. During the Employment Period, Executive shall be permitted to engage in other activities, including (A) serving on the boards of directors of non-profit organizations and other for-profit companies, (B) participating in charitable, civic, educational, professional, community or industry affairs, (C) participating, directly or indirectly, either alone or through Affiliates (as defined below) in other for-profit enterprises involved in the same or related industry as the Company and (D) managing Executive’s passive personal investments (collectively, the “Outside Activities”) so long as the Outside Activities are disclosed to the Compensation Committee of the Board of Directors (the “Compensation CommitteeCEO”) and do not, in the aggregate materially interfere or conflict with Executive’s duties hereunder or create a business or fiduciary conflict, as reasonably determined in good faith by the Compensation Committee. For the avoidance of doubt, the Outside Activities relating to for-profit enterprises involved in the same or related industry as the Company currently include those activities set forth on Schedule A (as amended from time to time by the parties) attached hereto (and all of such Outside Activities are hereby approved by the Compensation Committee and the Company). If the Compensation Committee determines that Executive’s activities materially interfere or conflict as provided above, the Compensation Committee shall notify Executive in writing of such determination and the basis thereof (and the Compensation Committee and Executive shall meet to discuss in good faith the resolution thereof), and Executive, subject to fiduciary obligations, shall promptly take steps to address the Compensation Committee’s concern as mutually agreed in good faith between Executive and the Compensation Committee. In furtherance of the foregoing, Executive agrees to meet with the Compensation Committee at the Compensation Committee’s request to discuss Executive’s Outside Activities and any additional activities that Executive (or his Affiliates) have undertaken since the last meeting between Executive and the Compensation Committee or that Executive (or his Affiliates) contemplate undertaking or have taken active steps to begin undertaking. Executive agrees to abide by the rules, regulations, personnel practices and policies of the Company, as adopted and amended from time to time by the Company, provided, that such rules, regulations, practices and policies are not inconsistent with the terms and conditions of this Agreement and have been disclosed in advance to Executive. Further, during the Employment Period, so long as the Company’s common stock is not publicly traded, and so long as Executive remains a significant shareholder of the Company he shall be elected to the Board of Directors, and Executive shall serve as Chairman of the Board of Directors the Corporation (and, if he so elects, shall be a member of all other boards of directors of subsidiaries “Chairman”). As an executive officer of the Company) andCorporation, if the common stock Executive will perform his duties and discharge his responsibilities in accordance with the by-laws of the Company becomes publicly tradedCorporation and as the Board from time to time reasonably directs, subject recognizing the nature and scope of the Executive’s employment. Subject to yearly election by the Board, it is contemplated that the Executive will continue to be elected to the requirements position of applicable law (including, without limitation, any rules or regulations Chairman during the term of any exchange on which this Agreement. The Executive agrees to perform his duties and discharge his responsibilities in a faithful manner and to the common stock best of his ability. The Executive agrees to continue to devote his full business time and attention to the supervision and conduct of the Company is listed, if applicable), the Company shall cause the nominating business and corporate governance committee affairs of the Board of Directors to propose Corporation through December 31, 2006. From January 1, 2007 to the shareholders end of the Company at each annual meeting occurring during term of this Agreement, assuming the Employment Period at which Executive is subject continues to election or re-election, as applicable, the election or re-election, as applicable, of Executive as a member of the Board of Directors and Executive shall so be elected to serve if elected or re-elected; provided, however, that if the Company terminates Executive’s employment with the Company for Cause, Executive’s membership on the Board by the shareholders, the Executive agrees to devote approximately one-half of his business time and attention to the duties of the Chairman. The Corporation acknowledges the critical importance of the Executive’s experience and long-standing relationships in the industry. A key element of the Executive’s role as Chairman will be to provide active assistance in the identification, completion and successful integration of acquisitions. At all times during the term of this Agreement, the Executive will faithfully and to the best of his ability promote the interests of the Corporation. The Executive and the Corporation agree that the Executive’s engagement in any outside business concerns or activities both during the term of this Agreement and for a period of two years following the end of the term will be governed by Section 8 of this Agreement. In addition, the Corporation hereby acknowledges that, throughout the term of the Agreement, the Executive may continue to serve on any Boards of Directors shall also terminateon which he currently serves, unless otherwise agreed in writing by and that his participation on Boards of Directors of other companies and organizations will not be limited during the Company and Executiveperiod that the Executive is serving as Chairman only, except that he agrees not to serve concurrently on more than three Boards of Directors of publicly held companies during the period.

Employment Duties. During the Employment Period (The Company hereby employs Executive and Executive hereby accepts such employment as defined below), Executive shall serve as President and Chief Executive Officer of the Company and shall have all the duties, responsibilities and authority commensurate with such position and such additional duties as may be determined by the Company’s Board of Directors (the “Board of Directors”). Executive shall report to, and be the Bank hereby employs Executive and Executive hereby accepts such employment as President and Chief Executive Officer of the Bank, on the terms and subject to the general supervision of, the Board of Directors, consistent with the terms of this Agreementconditions hereinafter set forth. During the Employment PeriodIn such capacities, Executive shall be permitted perform such functions with respect to engage in other activitiesthe business and affairs of the Company, including (A) serving on the boards of directors of non-profit organizations Bank, and other for-profit companies, (B) participating in charitable, civic, educational, professional, community or industry affairs, (C) participating, directly or indirectly, either alone or through Affiliates the Subsidiaries (as defined below) in other for-profit enterprises involved in the same or related industry consistent with his position, as the Company and (D) managing Executive’s passive personal investments (collectively, the “Outside Activities”) so long as the Outside Activities are disclosed to the Compensation Committee of the Board of Directors (the “Compensation Committee”) and do not, in the aggregate materially interfere or conflict with Executive’s duties hereunder or create a business or fiduciary conflict, as reasonably determined in good faith by the Compensation Committee. For the avoidance of doubt, the Outside Activities relating to for-profit enterprises involved in the same or related industry as the Company currently include those activities set forth on Schedule A (as amended or the Bank shall determine from time to time by the parties) attached hereto (and all of such Outside Activities are hereby approved by the Compensation Committee and the Company). If the Compensation Committee determines that Executive’s activities materially interfere or conflict as provided above, the Compensation Committee shall notify Executive in writing of such determination and the basis thereof (and the Compensation Committee and Executive shall meet to discuss in good faith the resolution thereof), and Executive, subject to fiduciary obligations, shall promptly take steps to address the Compensation Committee’s concern as mutually agreed in good faith between Executive and the Compensation Committee. In furtherance of the foregoing, Executive agrees to meet with the Compensation Committee at the Compensation Committee’s request to discuss Executive’s Outside Activities and any additional activities that Executive (or his Affiliates) have undertaken since the last meeting between Executive and the Compensation Committee or that Executive (or his Affiliates) contemplate undertaking or have taken active steps to begin undertaking. Executive agrees to abide by the rules, regulations, personnel practices and policies of the Company, as adopted and amended from time to time by the Company, provided, that such rules, regulations, practices and policies are not inconsistent with the terms and conditions of this Agreement and have been disclosed in advance to Executive. Further, during the Employment Period, so long as the Company’s common stock is not publicly traded, and so long as Executive remains a significant shareholder of the Company he shall be elected to the Board of Directors, and Executive shall serve as Chairman of the Board of Directors (and, if he so elects, shall be a member of all other boards of directors of subsidiaries of the Company) and, if the common stock of the Company becomes publicly traded, subject to the requirements of applicable law (including, without limitation, any rules or regulations of any exchange on which the common stock of the Company is listed, if applicable), the Company shall cause the nominating and corporate governance committee of the Board of Directors to propose to the shareholders of the Company at each annual meeting occurring during the Employment Period at which Executive is subject to election or re-election, as applicable, the election or re-election, as applicable, of Executive as a member of the Board of Directors and Executive shall so serve if elected or re-electedtime; provided, however, that Executive shall not be required to perform his duties at the principal offices of the Bank if the Company terminates Executive’s employment with Bank should move its principal offices during the Employment Term to a location in excess of thirty-five (35) miles from Evansville, Indiana. Executive shall travel at the expense of the Company or the Bank, as appropriate, to the extent necessary to perform his duties hereunder. Executive shall devote his full business time and energies to the business and affairs of the Company and the Bank and shall not accept other employment or perform any services for Causeany other person, firm or corporation; provided, however. that Executive may devote reasonable amounts of time to activities having a charitable, educational or other public interest purpose if and to the extent such activities do not substantially interfere with Executive’s membership on 's performance of his responsibilities hereunder. Executive shall, upon reasonable notice, furnish such information and proper assistance to the Company and its affiliates as reasonably may be required by the Company or the Bank in connection with any legal action involving the Company, the Bank, or any of their affiliates. Executive agrees to use his best efforts, skills and abilities to promote and protect the interests of the Company and all of its subsidiaries now or hereafter organized (the "Subsidiaries"), including the Bank, and to perform his duties hereunder. Executive agrees to serve as a director or officer of any of the Company's subsidiaries or controlled affiliates requesting his services, and to perform such services for such subsidiaries or controlled affiliates, consistent with his office, as its Board of Directors or other governing body shall also terminate, unless otherwise agreed in writing by the Company and Executiverequest. NOTE – CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL.