Common use of Position and Responsibilities Clause in Contracts

Position and Responsibilities. During the Employment Term, the Executive shall serve as the Executive Vice President - Government and International of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer and the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her business time, attention and energies to the performance of her duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Company.

Position and Responsibilities. During the Employment Term, the Executive shall serve as the Executive Vice President - Government and International Chief Human Resources Officer of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer and the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her his position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her his business time, attention and energies to the performance of her his duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her his and her his family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her his duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Company.

Position and Responsibilities. The Company agrees to employ the Executive, and the Executive agrees to be employed by the Company, upon the terms and conditions provided in this Agreement. The Executive shall serve as Chief Executive Officer of the Company from the Effective Date through December 31, 2007, or such earlier date on which the Executive ceases to be employed for any reason or the Company terminates his employment for any reason (the “Period of Employment”). During the Employment TermPeriod of Employment, the Executive shall also serve as the Executive Vice President - Government and International Chairman of the Company or in such higher capacity Board of Directors and following the Period of Employment shall thereafter serve as agreed by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer and non-executive Chairman of the Board of Directors of the Company (the "“Board"”). The Executive shall; provided, to that (x) the extent appointed or elected, serve on the Board as a director and Executive’s continued service as a member of the Board shall at all times remain subject to any committee of the Board, and all nomination and election procedures in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position accordance with the Company’s by-laws and (y) following the Period of any such subsidiaries or affiliatesEmployment, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have dutiesno obligation to continue to serve as non-executive Chairman. During the Period of Employment, authorities the Company shall nominate the Executive for re-election to the Board. During the Period of Employment, the Executive shall report to, and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies be subject to the By-laws of direction of, the Company and the organizational structure of the CompanyBoard. The Executive parties hereby agree and acknowledge that it shall devote substantially all not be a violation of her business time, attention and energies to the performance of her duties hereunder, provided the foregoing will not prevent this Section II for the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent of to continue to serve as the Chief Executive Officer or the Organization and Compensation Committee (or its successor) Chairman of the Board of Directors of Cendant, but in no event beyond December 31, 2006. During the Period of Employment, the Company shall provide the Executive with a primary office (staffed and furnished in a manner comparable to that provided to other senior executives of the Company) from which he shall execute his responsibilities in New York, New York (the "O&C Committee"“Business Office”), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere except for normal and reasonable business travel in connection with the performance of her his duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Companyhereunder.

Position and Responsibilities. During the Employment Term, the Executive shall serve as the Executive Vice President - Government and International Chief Financial Officer of the Company or in such higher capacity as agreed by the Company and the Executive, and shall be a member of the Management Committee and the Executive Leadership Team or any successor body thereto ("ELT"). The Executive shall report exclusively to the Chief Executive Officer and the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a 2 capacity commensurate with her his position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits benefits, and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies companies, subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her his business time, attention and energies to the performance of her his duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her his and her his family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her his duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Company. The Executive may perform his duties hereunder, when practical, at his office in Illinois or at such other location where Executive may reside in the future, provided the performance of his duties at a location other than the Company's headquarters does not materially interfere with Executive's performance of duties hereunder, as determined in good faith by the Chief Executive Officer.

Position and Responsibilities. During the Employment Term, the Executive shall serve as the Executive Vice President - Government and International General Counsel of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall also serve as a member of the Management Committee (or any equivalent committee or group as may replace the Management Committee from time to time). The Executive shall report exclusively to the Chief Executive Officer and the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her his position with the Company) of any such subsidiaries or affiliates, in all cases, cases without additional compensation or benefits benefits, and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies companies, subject to the By-laws of the Company and the organizational structure of the Company. The Except as provided in the next succeeding sentence, the Executive shall devote substantially all of her his business time, attention and energies to the performance of her his duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her his and her his family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companiescompanies or as a partner in the law firm of Xxxxxxxx & Xxxxxxxx LLP, provided in each case that these activities do not materially interfere with the performance of her his duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented In particular, Executive (a) may continue to the Executive's services serve as a part-time partner at Xxxxxxxx & Xxxxxxxx LLP, and (b) may serve on the boards board of directorsdirectors of each of (i) The Xxxxxx X. Xxxx Foundation, if any(ii) the Air Force Academy Falcon Foundation, on which the Executive currently serves(iii) IGI, which boards the Executive has disclosed Inc. and (iv) ePlus, Inc., in writing to the O&C Committee. The Executive may retain each case retaining any compensation or benefits received as a result of consented to service as a director of entities not related to the Companyemoluments therefrom.

Position and Responsibilities. During the Employment Term, the Executive shall serve as the Executive Vice President - Government and International Chief Human Resources Officer of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer and the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-non- corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her his position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her his business time, attention and energies to the performance of her his duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her his and her his family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her his duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Company.

Position and Responsibilities. During Under and subject to the terms and conditions of this Agreement, during the Employment TermPeriod, the Company shall employ the Executive, and the Executive shall serve the Company, as the President and Chief Executive Vice Officer of each of USB and FUSB. In his capacity as President - Government and International Chief Executive Officer, he shall have such duties and responsibilities as are normally inherent in such capacities in financial institutions of similar size and character to the Company, including without limitation responsibility for all operations of the Company or in such higher capacity as agreed by and for supervising and controlling all of the day-to-day business and affairs of the Company and the performance by all of its other officers of their respective duties, and such other duties consistent with the Executive. The Executive shall report exclusively to the Chief Executive Officer and ’s position that the Board of Directors of the Company USB (the "“Board")”) specifies from time to time. The Without limiting the foregoing, the Executive shall, shall diligently follow and implement all lawful management policies and decisions communicated by the Board and shall timely prepare and forward to the extent appointed Board all reports and accountings as may be requested. Except for time spent performing services for any charitable, religious or elected, serve on community organizations that do not interfere with the Board as a director and as a member of any committee performance of the BoardExecutive’s duties hereunder, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have dutiesuse his best efforts in, authorities and responsibilities generally commensurate with the dutiesdevote his entire skill, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her knowledge, business time, attention and energies energy to, the Company’s business and shall not conduct any other activities for pecuniary gain or that are or may be detrimental to the Company’s business or interests. The foregoing, however, shall not be construed as preventing the Executive from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. The Executive covenants, warrants and represents that he shall devote his full and best efforts to the fulfillment of his employment obligations and shall exercise the highest degree of loyalty and the highest standards of conduct in the performance of her duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committeehis duties. The Executive may retain any compensation agrees to conduct himself in a manner consistent with the best interests of the Company and to comply with all of the rules, regulations and policies of the Company now or benefits received as a result hereinafter in effect. The principal place of consented to service as a director of entities not related to the Executive’s employment shall be the Company’s principal executive offices, which are currently located in Thomasville, Alabama, or at such other location as the parties may mutually agree; provided, however, that the Executive may be required to travel on Company business.

Position and Responsibilities. During the Employment Term, the Executive shall serve as the Executive Vice President - Government and International Chief Operating Officer of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall also serve as a member of the Management Committee (or any equivalent committee or group as may replace the Management Committee from time to time) and the Transformation Leadership Team or any successor body thereto ("TLT"). The Executive shall report exclusively to the Chief Executive Officer and the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her his position with the Company) of any such subsidiaries or affiliates, in all cases, cases without additional compensation or benefits benefits, and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies companies, subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her his business time, attention and energies to the performance of her his duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her his and her his family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided in each case that these activities do not materially interfere with the performance of her his duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities any entity that is not related to to, affiliated with, or in a business relationship with the Company, provided that the Company has provided its prior consent to such service in accordance with this Section 2.

Position and Responsibilities. During the Employment Termterm of this Agreement, the Executive shall Employee agrees to serve as the Executive Vice President - Government and International of the Company or in such higher capacity as agreed by the Company and the Executive[Column C]. The Executive Employee shall at all times report exclusively to, and his activities shall at all times be subject to the direction and control of, the Chief Executive Officer Officer, and to the extent contemplated by the Operating Agreement (as defined below), the Board of Directors of the Company (the "“Board"”). The Executive shall, and the Employee shall exercise such powers and comply with and perform, faithfully and to the extent appointed best of his ability, such directions and duties in relation to the business and affairs of the Company as may from time to time be vested in or elected, serve on the Board as a director and as a member requested of any committee of him by the Board, in each case, without additional compensation. The Executive shall, to which directions and duties are commensurate with Employee’s position and title and the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any provisions of the Company's subsidiaries or affiliates ’s Third Amended and Restated Operating Agreement, as an officer or employee amended from time to time (in a capacity commensurate with her position with the Company) “Operating Agreement”). During the term of any such subsidiaries or affiliatesemployment hereunder, in all cases, without additional compensation or benefits the Employee agrees to devote his full business time and any compensation paid attention to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure business of the Company. The Executive Employee shall devote substantially all not engage in any other business activity or serve on the board of her directors in any enterprise, firm, corporation, trust or other business timeentity other than the Company without the prior written approval of the Board; provided, attention and energies however, that, subject to the performance terms of her duties hereunderthe Nondisclosure, provided Confidentiality, Assignment and Noncompetition Agreement (described in Section 5 below), nothing herein shall prevent (a) the foregoing will not prevent the Executive Employee from participating in serving on any civic, charitable, community not-for-profit or industry affairssimilar board, (b) the Employee from managing her and her family's personal passive investments, and (with continuing to serve on the consent board of any corporation or other for-profit enterprise on which Employee is serving as of the Chief Executive Officer date hereof or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) from serving on the board of directors such an enterprise as may be approved by the Board after the date hereof, or (c) management by the Employee of other companieshis personal affairs and investments or ownership by the Employee of an equity interest in any business entity, provided that these such activities do not materially interfere significantly with the performance by Employee of her his duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Companycontemplated by this Agreement.

Position and Responsibilities. During You will serve in the Employment Term, the Executive shall serve as the Executive Vice position of Co-President - Government and International of the Company or in such higher capacity as agreed by the Company and the ExecutiveUAM. The Executive shall You will report exclusively directly to the Chief Executive Officer of UAM (the “CEO”), currently Xxxxxxx Xxxxxxx, and will assume and discharge such responsibilities as are commensurate with such position as the Board CEO may direct. During your employment with the Employer, except with respect to any periods of Directors vacation or other authorized leave, you shall devote your full business time and attention to your duties and responsibilities and shall perform them faithfully, diligently and completely. Notwithstanding the foregoing, during your employment with the Employer, it shall not be a violation of this Agreement for you to engage in any of the Company following activities: (i) service on boards, committees or similar bodies of (A) charitable, civic or other nonprofit organizations, and/or (B) with the prior written consent of the Employer, for-profit entities that do not compete with the activities of the Employer or its affiliates, (ii) teaching, speaking and writing engagements, (iii) without limiting the terms of Appendix A hereto, investment in securities of any person engaged in the business of the Employer or its affiliates (the "Board"). The Executive shall, to the extent appointed “Company Group”) which are publicly traded on a national or elected, serve regional stock exchange or on the Board as over-the-counter market if you (A) are not taking an operating role, (B) are not a director and as controlling person of, or a member of a group which controls, such person and (C) do not, directly or indirectly, own 3% or more of any committee class of securities of such person, and/or (iv) affiliation with, and participation in the Boardbusiness activities of, your family real estate business at Winfield Management, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve so long as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her business time, attention and energies to the performance of her duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not not, individually or in the aggregate, materially interfere or conflict with the performance of her your duties hereunder or create a potential business conflict or and responsibilities under this Agreement (together, the appearance thereof“Permitted Activities”). The Company has consented You shall comply with and be bound by the operating policies, procedures, and practices of the Employer including, without limitation, UAM’s Code of Conduct and Business Ethics, in each case, (x) that are in effect during your employment and apply to you and (y) to the Executive's services on extent provided, made available or communicated to you in advance of such required compliance. In addition, you agree to be bound by the boards terms of directors, if any, on which the Executive currently servesa restrictive covenant agreement, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received is attached as a result of consented to service as a director of entities not related to the Company.Appendix A.

Position and Responsibilities. During the Employment Term, the Executive shall serve as the Executive Vice President - Government and International Chief Operating Officer of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer and the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her his position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies companies, subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her his business time, attention and energies to the performance of her his duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her his and her his family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her his duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Company.

Position and Responsibilities. During the Employment Term, the Executive shall serve as the Chief Executive Vice President - Government and International Officer of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer and the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her his position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her his business time, attention and energies to the performance of her his duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her his and her his family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her his duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Company.

Position and Responsibilities. During As of the Employment TermEffective Date, the Executive shall serve you will commence serving as the Executive Vice President - Government and International a full-time employee of the Company or in as the Company’s President and Chief Executive Officer (“PCEO”). As PCEO, you shall report directly to the Company’s Board of Directors (the “Board”). You shall have the duties, responsibilities and authority that are customarily associated with such higher capacity position and such other senior management duties as agreed may reasonably be assigned by the Board. You will devote your full time, efforts, abilities, and energies to promote the general welfare and interests of the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer and the Board of Directors any related enterprises of the Company (Company. You will loyally, conscientiously, and professionally do and perform all duties and responsibilities of his position, as well as any other duties and responsibilities as will be reasonably assigned by the "Board")Company. The Executive shallAt the request of the Company, to the extent appointed or elected, you will also serve on the Board as a director and as a an officer and/or member of the board of directors of any committee of the Board, in each caseCompany affiliate, without additional compensation. The Executive shallYour primary workplace will be located at the Company’s Utah office, located at 00000 X. Xxxxx Xxxxx Xxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxx 00000, although you will have a home office where you will be able to work remotely subject to requisite business travel. Nothing herein shall preclude you from (i) serving, with the extent appointed or electedprior written consent of the Board in its sole and absolute discretion, serve as a director or as a member of any committee of the board of directors or advisory boards (or their equivalents in the equivalent bodies in case of a non-corporate subsidiary or affiliateentity) of any of the Company's subsidiaries or affiliates non-competing businesses and as an officer or employee charitable organizations, (ii) engaging in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits charitable activities and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her business time, attention and energies to the performance of her duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with iii) managing your personal investments and affairs; provided, however, that the consent of the Chief Executive Officer or the Organization and Compensation Committee activities set out in clauses (or its successor) of the Board (the "O&C Committee"i), which consent will (ii) and (iii) shall be limited by you so as not be unreasonably withheldto materially interfere, conditioned individually or delayed) serving on in the board of directors of other companiesaggregate, provided that these activities do not materially interfere with the performance of her your duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Companyand responsibilities hereunder.

Position and Responsibilities. During the Employment Term, the Executive shall serve as the Executive Vice President - Government and International Chief Innovation Officer of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer and the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her his position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies companies, subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her his business time, attention and energies to the performance of her his duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her his and her his family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her his duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Company.

Position and Responsibilities. During the Employment Termterm of this Agreement, the Executive Employee shall serve as the President and Chief Executive Vice President - Government and International Officer of the Company or in such higher capacity as agreed by the Company and the Executiveof IFSC. The Executive Employee shall report exclusively to the Chief Executive Officer and also be a member of the Board of Directors of the Company IFSC (the "IFSC Board"), and a member and Chairman of the Executive Committee of the IFSC Board. The Executive shallEmployee will have such responsibilities, to the extent appointed or elected, serve on the Board duties and authority as a director and he has as a member of any committee of the Board, date hereof in each case, without additional compensation. The his positions as President and Chief Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws Officer of the Company and IFSC and Chairman of the organizational structure Executive Committee of the IFSC Board, including, without limitation, general supervision and control over, and responsibility for, the general management and operations of the Company and its subsidiaries. The Employee will also have such other responsibilities, duties and authority as may from time to time be assigned to him that are consistent and commensurate with his status and positions at the Company and IFSC. The Employee shall at all times report to, and only to, and his activities shall at all times be subject to the direction and control of, the IFSC Board, and the Employee shall exercise such powers and comply with and perform, faithfully and to the best of his ability, such directions and duties in relation to the business and affairs of the Company, as may from time to time be vested in or requested of him by the IFSC Board. The Executive shall Employee agrees to devote substantially all of her his business time, attention and energies services to the performance diligent, faithful and competent discharge of her such duties hereunderfor the successful operation of the Company's business. During the term hereof, the Employee will not have any managerial or operations responsibility, other than service on a board of directors, in any enterprise, firm, corporation, trust or other business entity other than the Company and IFSC; provided, however, that nothing herein shall prevent the ownership by the Employee of an equity interest in any business entity, provided the foregoing will that such ownership does not prevent the Executive from participating in charitable, community involve any managerial or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) operational responsibility other than serving on the board of directors of a corporation. Any directorships of corporations other companies, provided that these activities do not materially interfere with than the performance of her duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed and IFSC must be approved in writing to by the O&C CommitteeIFSC Board in advance. The Executive may retain any compensation or benefits received as a result At all times during the term of consented to service as a director this Agreement, the Employee's primary place of entities not related to the Companyemployment shall be within fifteen (15) miles of Boston, Massachusetts.

Position and Responsibilities. During the Employment TermTerm of Agreement, the Executive shall serve initially be employed as CEO of the Corporation until such time as the Executive Vice President - Government and International Corporation shall select another CEO. Upon being advised of the Company or in such higher capacity as agreed by selection of a new CEO, the Company and the Executive. The Executive shall report exclusively immediately resign as CEO and continue to be employed with the Chief Corporation as a Corporation Executive Officer and (which position shall be a member of Senior Management) as such position may be established from time to time by the Board of Directors of the Company Corporation (the "Board"). The While so employed, the Executive shall, agrees to the extent appointed or elected, serve on the Board as a director devote his full time and as a member of any committee of attention to carrying out his duties and responsibilities under this Agreement and all duties and responsibilities directed by the Board, in each caseand the Executive shall use his best efforts, without additional compensation. The Executive shall, skills and abilities to further the extent appointed or elected, serve as a director or as a member of any committee interests of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the CompanyCorporation. The Executive shall have duties, authorities serve under the direction and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws supervision of the Company and the organizational structure of the CompanyBoard. The Executive shall devote substantially all of her business timeExcept as specifically provided herein, attention and energies to the performance of her duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will may not be unreasonably withheld, conditioned or delayed) serving serve on the board of directors of any other companiesbusiness entity unless (i) such entity is not engaged, provided that these activities do directly or indirectly, in competition with the business of the Corporation, as determined by the Board in its discretion, (ii) such service would not materially interfere with the performance of her duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented Executive's obligations to the Executive's services Corporation, (iii) the Executive obtains the prior express written consent of the Board, which consent shall not be unreasonably withheld, and (iv) the Executive adheres to such limitations as may imposed by the Board in granting such consent. It is acknowledged that the Executive is currently serving on the boards of directors, if any, on which directors of certain business and not for profit/community entities listed in Exhibit A attached hereto and that the Executive currently serves, which may continue to serve as a member of the boards of directors specified in Exhibit A unless the Board shall provide him with advance written notice to resign from one or more of such boards at the expiration of his current term. As to any business or not for profit/community boards the Executive has disclosed in writing joins subject to the O&C Committee. The terms of this Agreement after execution of the Agreement, Executive may retain any compensation or benefits received as a result of consented agrees to service as a director of entities not related resign from such board within 90 days after receiving notice from the Board for Executive to the Companyresign.

Position and Responsibilities. During the Employment Term, the Executive shall serve as the Executive Vice President - Government and International Chief Operating Officer of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer and the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her his position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies companies, subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her his business time, attention and energies to the performance of her his duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her his and her his family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her his duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Company.

Position and Responsibilities. During the Employment Term, the The Executive shall agrees to serve as the Executive Vice President - Government and International of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer and Chairman of the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall at all times report to, and Executive's activities shall at all times be subject to the direction and control of, the Board of the Company and the Executive shall exercise such powers and comply with and perform, faithfully and to the best of Executive's ability, such directions and duties in relation to the business and affairs of the Company and/or its Board of Directors (the "Board") as may from time to time be vested in or requested of Executive. The Executive shall devote substantially all of her Executive's business time, attention time and energies efforts to the performance of her Executive's duties consistent with Executive's position hereunder, ; provided that the foregoing will first part of this sentence shall not prevent the preclude Executive from (x) participating in charitable, community civic duties or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayedy) serving on as a member of the board of directors of any other companiescompany if the Company consents in writing to such service (such consent not to be unreasonably withheld), provided in each such case to the extent that these such activities do not materially interfere with impair Executive's ability to perform Executive's duties hereunder. If Executive shall be elected to offices of the performance Company or any of her duties hereunder its subsidiaries or create a potential business conflict or the appearance thereofaffiliates, he shall serve in such positions without further compensation than provided for in this Agreement. The Company has consented to the Executive shall perform Executive's services on under this Agreement at such locations as may be required by the boards Company within a twenty-five mile radius of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Company's headquarters as of the date of this Agreement, subject to reasonable business travel requirements.

Position and Responsibilities. During the Employment TermService Period, the Executive shall serve as the Executive Vice President - Government and International Vice-Chairman of the Company or in Company, performing such higher capacity duties (consistent with his title and position) as agreed by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer and Chairman of the Board of Directors of the Company (the "BoardChairman")) may request, which shall include but not be limited to liaison with customers and joint venture partners, development of growth initiatives and strategic alliances, and advising the Chairman on similar matters. The Executive shall, shall devote all of his skill and knowledge and shall make available to the extent appointed Company no less than one-half of his working time (except for vacation time as set forth in Section 6(b) and absence for sickness or electedsimilar disability) over the Service Period to his duties as Vice-Chairman (recognizing that for particular periods of time Executive may devote more or less than the specified portion of his time to such duties), or such lesser portion of his time as the Chairman may designate, and shall make himself reasonably available to perform services under this Agreement in locations outside the Atlanta, Georgia area, but it shall be expressly understood that Executive may also pursue other interests (including searching for new full-time employment), and that he may serve on the Board as a director and as a member of any committee the boards of directors of other corporations and entities, subject to the provisions of Section 9. The Company and Executive hereby agree that the position of Vice-Chairman shall not constitute a position as an "officer" of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed Company or elected, serve as a director or as a member of any committee "member" of the "board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any directors" of the Company's subsidiaries or affiliates and Company within the meaning of such terms under the Delaware General Corporation Law, that Executive shall not be treated as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws director of the Company under, and shall not be assigned any functions or responsibilities in, the organizational structure by-laws or certificate of incorporation of the Company. The , that Executive shall devote substantially all of her business timenot have any power or authority as Vice-Chairman not expressly delegated to him by the Chairman, attention and energies to the performance of her duties hereunder, provided that without limiting the foregoing will Executive shall not prevent have any power or authority to sign certificates representing shares of stock in the Executive from participating Company or to serve as the Chairman in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent absence of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the CompanyChairman.

Position and Responsibilities. During Under and subject to the terms and conditions of this Agreement, during the Employment TermPeriod, the Company shall employ the Executive, and the Executive shall serve the Company, as the President and Chief Executive Vice Officer of each of USB and FUSB. In his capacity as President - Government and International Chief Executive Officer, he shall have such duties and responsibilities as are normally inherent in such capacities in financial institutions of similar size and character to the Company, including without limitation responsibility for all operations of the Company or in such higher capacity as agreed by and for supervising and controlling all of the day-to-day business and affairs of the Company and the performance by all of its other officers of their respective duties, and such other duties consistent with the Executive. The Executive shall report exclusively to the Chief Executive Officer and ’s position that the Board of Directors of the Company USB (the "“Board")”) specifies from time to time. The Without limiting the foregoing, the Executive shall, shall diligently follow and implement all lawful management policies and decisions communicated by the Board and shall timely prepare and forward to the extent appointed Board all reports and accountings as may be requested. Except for time spent performing services for any charitable, religious or elected, serve on community organizations that do not interfere with the Board as a director and as a member of any committee performance of the BoardExecutive’s duties hereunder, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have dutiesuse his best efforts in, authorities and responsibilities generally commensurate with the dutiesdevote his entire skill, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her knowledge, business time, attention and energies energy to, the Company’s business and shall not conduct any other activities for pecuniary gain or that are or may be detrimental to the Company’s business or interests. The foregoing, however, shall not be construed as preventing the Executive from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. The Executive covenants, warrants and represents that he shall devote his full and best efforts to the fulfillment of his employment obligations and shall exercise the highest degree of loyalty and the highest standards of conduct in the performance of her duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committeehis duties. The Executive may retain any compensation agrees to conduct himself in a manner consistent with the best interests of the Company and to comply with all of the rules, regulations and policies of the Company now or benefits received as a result hereinafter in effect. The principal place of consented to service as a director of entities not related to the Executive’s employment shall be the Company’s principal executive offices, which are currently located in Thomasville, Alabama; provided, however, that the Executive may be required to travel on Company business.

Position and Responsibilities. During the Employment Term, the Executive shall serve as the Executive Vice President - Government and International Chief Innovation Officer of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer and the Board of Directors of the Company (the "“Board"”). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's ’s subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her his position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies companies, subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her his business time, attention and energies to the performance of her his duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her his and her his family's ’s personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "“O&C Committee"”), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her his duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Company.

Position and Responsibilities. During the Employment Term, the Executive shall serve as the Chief Executive Vice President - Government and International Officer of the Company or in such higher capacity as agreed by Exchange and Chairman of the Company and the ExecutiveBoard. The Executive shall report exclusively to the Chief Executive Officer and the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board Board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's Exchange’s subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her his position with the CompanyExchange) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the CompanyExchange. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Companycapacities. The Executive shall devote substantially all of her his business time, attention and energies to the performance of her his duties hereunder, provided provided, however, to the foregoing will extent the following activities do not prevent materially interfere with the performance of his duties hereunder or create a potential business conflict or the appearance thereof (or such interference or conflict as has been specifically barred by the Board or a committee thereof), the Executive from participating in charitablemay, community or industry affairs, from managing her and her family's personal passive investments, and (with subject to the consent prior approval of the Chief Executive Officer or Chairman of the Organization Human Resources and Compensation Committee (or its successor) of the Board (the "O&C “HRC Committee"”), which consent will not be unreasonably withheld, conditioned or delayed) serving , serve as an officer, employee, agent, director, trustee or committee member of any religious, charitable, educational, civic or other nonbusiness organization. The Executive may not serve as an officer, employee, agent, director, trustee or committee member of any other entity; provided however, that the Executive may retain his position as director of the entity listed under “Other Entities” on Exhibit A until the board next annual shareholder election for directors to be held following the Effective Date. The Executive and the Exchange agree that Exhibit A hereto identifies each of directors the entities described in the preceding paragraph that the Executive serves as of other companiesthe Effective Date as an officer, provided employee, agent, director, trustee or committee member (the “Listed Entities”). The Exchange and the Executive agree that these the Executive may continue to serve the Listed Entities in the same or similar capacities during the Employment Term to the extent that such activities do not materially interfere or conflict in any substantial way with the performance of her the Executive’s responsibilities and duties hereunder or create a potential business conflict or under this Agreement. Notwithstanding the appearance thereof. The Company has consented foregoing, the Exchange and the Executive agree that, subject to the Executive's services Exchange’s Statement of Business Conduct and Ethics as it exists from time to time, including, without limitation, the policies on the boards ownership and disclosure of directorssecurities contained therein, if any, on which nothing herein shall prevent the Executive currently servesfrom managing his personal investments (subject to applicable Exchange policies on permissible investments) or accepting an appointment and serving as an executor, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation administrator or benefits received as trustee of an estate or a result of consented to service as trust under a director of entities not related to the Companywill or a trust agreement made by an individual.

Position and Responsibilities. During As of the Employment TermEffective Date, the Executive shall you will continue to serve as the Executive Vice President - Government and International a full-time employee of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively to the Company's Chief Executive Officer and ("CEO"). As CEO, you shall report directly to the Company's Board of Directors of the Company (the "Board"). The Executive shallYou shall have the duties, to the extent appointed or elected, serve on the Board responsibilities and authority that are customarily associated with such position and such other senior management duties as a director and as a member of any committee of may reasonably be assigned by the Board, in each case, in accordance with Company policy as set forth from time to time by the Board and subject to the terms hereof. At the request of the Company, you will also serve as an officer and/or member of the board of directors of any Company affiliate, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive You shall devote substantially all of her your business time, attention time and energies commit your best efforts to the performance Company's business. Your office will be located at the Company's headquarters at 00000 Xxxxxxx Xxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx and your duties shall be primarily performed there subject to requisite business travel. While you are CEO and during the time that the Company's shares are not publicly traded, you will also serve as a member of her duties hereunderthe Board. If the Company's shares do become publicly traded, provided then the foregoing Company will not prevent annually nominate you to serve as a member of the Executive Board during the time you are serving as CEO with actual election to the Board subject to obtaining the requisite Company stockholder vote. Nothing herein shall preclude you from participating in charitable(i) serving, community or industry affairs, from managing her and her family's personal passive investments, and (with the prior written consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) Company, as a member of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors or advisory boards (or their equivalents in the case of other companiesa non-corporate entity) of non-competing businesses and charitable organizations, provided (ii) engaging in charitable activities and community affairs, and (iii) managing your personal investments and affairs; provided, however, that these the activities do set out in clauses (i), (ii) and (iii) shall be limited by you so as not to materially interfere interfere, individually or in the aggregate, with the performance of her your duties hereunder or create a potential business conflict or the appearance thereofand responsibilities hereunder. The Company has consented hereby acknowledges your ownership of any entities identified in Exhibit A and consents to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing such ownership for so long as such entities continue to the O&C Committee. The Executive may retain any compensation or benefits received as be a result of consented to service as a director of entities not related to non-competing business with the Company.

Position and Responsibilities. During the Employment Term (as defined in Section 4), the Executive shall be employed by the Company and shall serve as IONA PLC’s Chief Executive Officer. The Executive shall have the duties, responsibilities and authority consistent with such positions as well as those duties and responsibilities relating to the business and/or operations of the Group (as defined below) as may reasonably be directed from time to time by IONA PLC’s Board of Directors (the “Board of Directors”) or any committee thereof. In the performance of the Executive’s duties and responsibilities hereunder, the Executive shall at all times report to, and be subject to the direction and control of, the Board of Directors. The Executive agrees to devote all of his business time and efforts to the performance of his duties hereunder and shall not engage in any other business activity, whether or not for profit, that may conflict with the Executive’s duties under this Agreement or any other agreement between Executive and the Company, IONA PLC or any of their respective subsidiaries and affiliates (collectively, the “Group”), including, without limitation, the Nondisclosure Agreement (as defined in Section 6). Notwithstanding the foregoing, during the Term, the Executive may serve on the boards of charitable organizations, serve on the boards of the companies on which he serves as of the Effective Date, and engage in charitable activities and community affairs; provided, that none of these activities, either alone or in the aggregate, conflicts or interferes with his duties or responsibilities hereunder. The Executive will fulfill his duties and responsibilities hereunder from and at the Company’s principal corporate office, currently located in Waltham, Massachusetts, or from any such other location as may be requested by the Board of Directors from time to time, and shall travel as necessary to perform such duties and responsibilities. Subject, at all times, to election by the shareholders of IONA PLC, the Executive shall serve as the Executive Vice President - Government and International of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer and on the Board of Directors during the Term. If the Executive shall be elected or appointed to other offices of any member of the Company (Group during the "Board"). The Executive shallTerm, to the extent appointed or elected, he shall serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons positions without further compensation other than that provided for in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her business time, attention and energies to the performance of her duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Companythis Agreement.

Position and Responsibilities. During As of the Employment TermEffective Date, you will commence service as a full-time employee of the Executive shall serve Company as the Company’s Executive Vice President - Government and International of the Company or in such higher capacity as agreed by the Company and the ExecutiveChief Operating Officer (“COO”). The Executive shall As COO, you will report exclusively directly to the Company’s Chief Executive Officer and the Board of Directors of the Company (the "Board"“CEO”). The Executive shallYou will have the duties, to responsibilities and authority that are customarily associated with such position and such other senior management duties as may reasonably be assigned by the extent appointed or elected, serve on the Board as a director and as a member of any committee of the BoardCEO, in each case, without additional compensation. The Executive shall, in accordance with Company policy as set forth from time to time by the Company’s Board of Directors (the “Board”) and subject to the extent appointed or elected, serve as a director or as a member of any committee of terms hereof. At the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any request of the Company's subsidiaries or affiliates and , your will also serve as an officer or employee (in a capacity commensurate with her position with the Company) and/or member of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her business time, attention and energies to the performance of her duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companiesany Company affiliate and or institution, provided without additional compensation. You will devote substantially all of your business time and commit your best efforts to the Company’s business. Your office will be located at the Company’s headquarters at 00000 Xxxxxxx Xxxxx Xxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx and your duties will be primarily performed there subject to requisite business travel. Nothing herein will preclude you from (i) serving, with the prior written consent of the Company, as a member of the board of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing your personal investments and affairs; provided, however, that these the activities do set out in clauses (i), (ii) and (iii) will be limited by you so as not to materially interfere interfere, individually or in the aggregate, with the performance of her your duties hereunder or create a potential business conflict or the appearance thereofand responsibilities hereunder. The Company has consented hereby acknowledges your ownership of any entities identified in Exhibit A and consents to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing such ownership for so long as such entities continue to the O&C Committee. The Executive may retain any compensation or benefits received as be a result of consented to service as a director of entities not related to non-competing business with the Company.

Position and Responsibilities. During the Employment TermPeriod, the Executive shall serve as the Executive Vice President - Government and International of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer of each of CRC and OpCo and, prior to an Initial Public Offering, shall serve as a member of the Board of Directors of the Company CRC (the "“Board"”). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities such duties and responsibilities generally commensurate as are customarily assigned to individuals serving in such positions, including without limitation duties and responsibilities with regard to subsidiaries and such other duties consistent with Executive’s title and position as the dutiesBoard specifies from time to time. CRC agrees that, authorities in respect of periods following an Initial Public Offering and during the Employment Period, CRC shall propose to the shareholders of CRC at each relevant annual meeting during such periods the election of the Executive as a member of the Board; provided, that the failure of the shareholders so to elect the Executive shall not constitute Good Reason for termination by the Executive hereunder. Executive shall devote all of his skill, knowledge and business time to the conscientious performance of the duties and responsibilities of persons such position, except for vacation time as set forth in Section 6(c), absence for sickness or similar capacities in similarly sized companies subject to the By-laws of the Company disability and the organizational structure of the Company. The Executive shall devote substantially all of her business time, attention and energies to the performance of her duties hereunder, provided the foregoing will not prevent the Executive from participating in time spent performing services for any charitable, religious, community or service, industry affairs, from managing her and her family's personal passive investmentsassociation, and (with the consent of the Chief Executive Officer or the Organization community organization activities and Compensation Committee (or its successor) of the Board (the "O&C Committee")may manage his own finances, which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities so long as such services do not materially interfere with the performance of her Executive’s duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which cause the Executive currently serves, which boards to breach any of the Executive has disclosed in writing to the O&C Committeeprovisions of Section 9. The Executive may retain any compensation or benefits received as a result of consented to service act as a director of entities for other companies, so long as his duties as an outside director do not related materially interfere with Executive’s duties hereunder and, except with respect to directorships set forth on Exhibit A hereto, subject to the Companyprior written consent of the Board (such consent not to be unreasonably withheld).

Position and Responsibilities. During the Employment Term, the Executive shall serve as the Executive Vice President - Government and International General Counsel of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer and the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her his position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her his business time, attention and energies to the performance of her his duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her his and her his family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her his duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Company.

Position and Responsibilities. During the Employment Term (as defined in Section 4), the Executive shall be employed by the Company and shall serve as IONA PLC's Chief Executive Officer. The Executive shall have the duties, responsibilities and authority consistent with such positions as well as those duties and responsibilities relating to the business and/or operations of the Group (as defined below) as may reasonably be directed from time to time by IONA PLC's Board of Directors (the "Board of Directors") or any committee thereof. In the performance of the Executive's duties and responsibilities hereunder, the Executive shall at all times report to, and be subject to the direction and control of, the Board of Directors. The Executive agrees to devote all of his business time and efforts to the performance of his duties hereunder and shall not engage in any other business activity, whether or not for profit, that may conflict with the Executive's duties under this Agreement or any other agreement between Executive and the Company, IONA PLC or any of their respective subsidiaries and affiliates (collectively, the "Group"), including, without limitation, the Nondisclosure Agreement (as defined in Section 6). Notwithstanding the foregoing, during the Term, the Executive may serve on the boards of charitable organizations, serve on the boards of the companies on which he serves as of the Effective Date, and engage in charitable activities and community affairs; provided, that none of these activities, either alone or in the aggregate, conflicts or interferes with his duties or responsibilities hereunder. The Executive will fulfill his duties and responsibilities hereunder from and at the Company's principal corporate office, currently located in Waltham, Massachusetts, or from any such other location as may be requested by the Board of Directors from time to time, and shall travel as necessary to perform such duties and responsibilities. The Executive shall be appointed to serve on the Board of Directors until the 2005 annual general meeting of the shareholders of IONA PLC. The Board of Directors shall recommend, to the shareholders of IONA PLC, the election of the Executive to the Board of Directors at the 2005 annual general meeting of the shareholders of IONA PLC. Subject, at all times from and after the 2005 annual general meeting of the shareholders of IONA PLC, to election by the shareholders of IONA PLC, the Executive shall serve as the Executive Vice President - Government and International of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer and on the Board of Directors during the Term. If the Executive shall be elected or appointed to other offices of any member of the Company (Group during the "Board"). The Executive shallTerm, to the extent appointed or elected, he shall serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons positions without further compensation other than that provided for in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her business time, attention and energies to the performance of her duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Companythis Agreement.

Position and Responsibilities. During the Employment Term, the Executive shall serve as the Chief Executive Vice President - Government and International Officer of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer and the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-non- corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her his position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her his business time, attention and energies to the performance of her his duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her his and her his family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her his duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Company.

Position and Responsibilities. During Subject to the Agreement’s terms, Executive agrees to continue to serve as President and Chief Executive Officer of TCBI and TCB for all periods during the Employment Term, and to perform satisfactorily the following duties: (i) hire employees, subject to the Company’s approval, as necessary to facilitate Company operations, including the development of a positive work environment to maximize employee performance; (ii) set levels of customer service expectations for Company personnel and ensure that customers receive quality service; (iii) promote the Company’s best interests; and (iv) perform any other duties that the Board may assign Executive shall serve as from time to time. During the Employment Period, Executive Vice President - Government and International of the Company or in such higher capacity as agreed by will devote his undivided loyalty to the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer devote all of his skill, knowledge and the Board of Directors of the Company working time (the "Board"). The Executive shallexcept for (x) reasonable vacation time and absence for sickness or similar disability, and (y) to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her business time, attention and energies to the performance of her duties hereunder, provided the foregoing will that it does not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her Executive’s duties hereunder under this Agreement, (A) such reasonable time as may be devoted to service on boards of directors and the fulfillment of civic responsibilities, charitable or create religious activities, and (B) such reasonable time as may be necessary from time to time for personal financial matters) to the conscientious performance of his duties and responsibilities under the Agreement. Executive shall report directly to the Board, and members of the Company’s senior management team, including, without limitation, members holding the title of Chief Financial Officer, Chief Operating Officer, Chief Lending Officer, Chief Credit Officer, or Chief Risk Officer, shall report directly to Executive, provided that the Board may modify the reporting structure of a potential business conflict or member of the appearance thereofCompany’s senior management team if, when considering industry-wide best practices, the Board determines, in good faith , that it is appropriate for said member to report directly to the Board, provided further that such change in reporting structure shall not constitute “Good Reason” as defined in Section 7(d)(i) below. The Company has consented to location at which Executive performs his duties will not be relocated more than fifty (50) miles from the Company’s offices where Executive performs the majority of Executive's services ’s work on the boards date of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Companythis Agreement without Executive’s written consent.

Position and Responsibilities. During the Employment Term, the Executive shall be directly employed by the Company, shall serve as the Executive Vice President - Government and International of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer of Waste Connections, Inc., an Ontario corporation (f/k/a Progressive Waste Solutions Ltd.)(the “Parent”) and certain of its subsidiaries, including the Company, and shall perform such other duties and responsibilities as the Board of Directors of the Company Parent (the "“Board"”), may reasonably assign to the Executive from time to time. The Executive shallwill be based at the Parent’s principal administrative offices in The Woodlands, Texas. In addition, the Parent shall nominate the Executive to the extent appointed or elected, serve on the Board as a director and as a member of the Board at all times during the Term, subject to election by the Parent’s shareholders. During any committee period in which the Executive is a member of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, he shall serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates its Chairman and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities also shall be a credit with regard to the amounts due hereunder from the Company. The serve on its Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the CompanyCommittee. The Executive shall devote substantially all of her business time, such time and attention and energies to his duties as are necessary to the performance proper discharge of her his responsibilities hereunder. The Executive agrees to perform all duties hereunder, provided consistent with (i) policies established from time to time by the foregoing will not prevent Parent and/or the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investmentsCompany, and (with ii) all applicable legal requirements. The Company and the consent Executive agree that the Executive may, upon delivery of written notice to the Board, become the “Executive Chairman” of the Board and thereafter shall no longer serve as the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (Parent and certain of its subsidiaries, including the "O&C Committee")Company. This change in status shall be subject to written agreement between the Executive and the Board, which consent will not shall be unreasonably withheldnegotiated in good faith, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented regarding corresponding changes to the Executive's services on the boards of directors, if any, on which ’s duties and compensation under this Plan. If the Executive currently serves, which boards becomes the Executive has disclosed Chairman of the Board, then (i) the Executive shall continue to be directly employed by the Company, and (ii) such change in writing to the O&C Committee. The Executive may retain any compensation or benefits received status shall not be treated as a result termination of consented to service as a director of entities not related to the CompanyExecutive’s employment with the Company for any purpose under this Plan.”

Position and Responsibilities. During the Employment Term, the Executive shall serve as the Executive Vice President - Government and International Chief Financial Officer of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer and the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her his position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her his business time, attention and energies to the performance of her his duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her his and her his family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her his duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Company.

Position and Responsibilities. During Subject to the Employment TermAgreement’s terms, the Executive shall agrees to continue to serve as the Executive Vice President - Government TCB’s President, Chief Operating Officer and International of the Company or in such higher capacity Chief Lending Officer and to serve as agreed by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer of TCB and Chief Operating Officer of TCBI for all periods during the Employment Term on and after June 11, 2013, and to serve as President and Chief Executive Officer of TCBI for all periods during the Employment Term on and after January 1, 2014, and to perform satisfactorily the following duties: (i) hire employees, subject to the Company’s approval, as necessary to facilitate Company operations, including the development of a positive work environment to maximize employee performance; (ii) set levels of customer service expectations for Company personnel and ensure that customers receive quality service; (iii) promote the Company’s best interests; and (iv) perform any other duties that the Board of Directors of may assign Executive from time to time. During the Employment Period, Executive will devote his undivided loyalty to the Company and devote all of his skill, knowledge and working time (the "Board"). The Executive shallexcept for (x) reasonable vacation time and absence for sickness or similar disability, and (y) to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her business time, attention and energies to the performance of her duties hereunder, provided the foregoing will that it does not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her Executive’s duties hereunder under this Agreement, (A) such reasonable time as may be devoted to service on boards of directors and the fulfillment of civic responsibilities, charitable or create religious activities, and (B) such reasonable time as may be necessary from time to time for personal financial matters) to the conscientious performance of his duties and responsibilities under the Agreement. Executive shall report directly to the Board, and members of the Company’s senior management team, including, without limitation, members holding the title of Chief Financial Officer, Chief Operating Officer, Chief Lending Officer, Chief Credit Officer, or Chief Risk Officer, shall report directly to Executive, provided that the Board may modify the reporting structure of a potential business conflict or member of the appearance thereofCompany’s senior management team if, when considering industry-wide best practices, the Board determines, in good faith , that it is appropriate for said member to report directly to the Board, provided further that such change in reporting structure shall not constitute “Good Reason” as defined in Section 7(d)(i) below. The Company has consented to location at which Executive performs his duties will not be relocated more than fifty (50) miles from the Company’s offices where Executive performs the majority of Executive's services ’s work on the boards date of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Companythis Agreement without Executive’s written consent.

Position and Responsibilities. During As of the Employment TermEffective Date, you will commence service as a full-time employee of the Executive shall serve Company as the Company’s Executive Vice President - Government and International of the Company or in such higher capacity as agreed by the Company and the ExecutiveChief Financial Officer (“CFO”). The Executive shall As CFO, you will report exclusively directly to the Company’s Chief Executive Officer and the Board of Directors of the Company (the "Board"“CEO”). The Executive shallYou will have the duties, to responsibilities and authority that are customarily associated with such position and such other senior management duties as may reasonably be assigned by the extent appointed or elected, serve on the Board as a director and as a member of any committee of the BoardCEO, in each case, without additional compensation. The Executive shall, in accordance with Company policy as set forth from time to time by the Company’s Board of Directors (the “Board”) and subject to the extent appointed or elected, serve as a director or as a member of any committee of terms hereof. At the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any request of the Company's subsidiaries or affiliates and , you will also serve as an officer or employee (in a capacity commensurate with her position with the Company) and/or member of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her business time, attention and energies to the performance of her duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companiesany Company affiliate and or institution, provided without additional compensation. You will devote substantially all of your business time and commit your best efforts to the Company’s business. Your office will be located at the Company’s headquarters at 00000 Xxxxxxx Xxxxx Xxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx and your duties will be primarily performed there subject to requisite business travel. Nothing herein will preclude you from (i) serving, with the prior written consent of the Company, as a member of the board of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing your personal investments and affairs; provided, however, that these the activities do set out in clauses (i), (ii) and (iii) will be limited by you so as not to materially interfere interfere, individually or in the aggregate, with the performance of her your duties hereunder or create a potential business conflict or the appearance thereofand responsibilities hereunder. The Company has consented hereby acknowledges your ownership of any entities identified in Exhibit A and consents to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing such ownership for so long as such entities continue to the O&C Committee. The Executive may retain any compensation or benefits received as be a result of consented to service as a director of entities not related to non-competing business with the Company.

Position and Responsibilities. During Executive shall serve the Employment TermCompany in the capacity of Executive Vice-President, Finance, and shall report directly to the Chief Executive Officer or such other individual or individuals as the Chief Executive Officer may determine from time to time. Executive shall fully and faithfully perform such duties and exercise such powers as are incidental to such position in connection with the business of the Company, including, but not limited to: · oversight of accounting, treasury, tax, insurance, internal controls, audit, compliance, human resource management, regulatory reporting, and payroll functions, together with other general and administrative responsibilities; · support of the Company’s Chairman and Chief Executive Officer, as well as the executive management team on the development, execution and monitoring of the Company’s overall strategy; · communication and administration of matters relating to the operation of the Company’s Board of Directors, including the Audit Committee and the Compensation Committee; and · interface with investors and research analysts on a regular basis. The Executive shall be an officer of the Company and shall be a member of its core management group with expected contribution to the overall direction of the Company. Executive shall fully and faithfully perform such duties and fulfill such obligations, as are commensurate with his position and his appointment as Executive. Executive shall devote his full attention by using his best efforts to apply his skills and experience to perform his duties hereunder and promote the interests of the business and projects of the Company. On or before July 1, 2012, Executive shall assume the title Executive Vice-President, Chief Financial Officer and Company Secretary. The exact date of such assumption shall be determined by the Chief Executive Officer in consultation with the Executive. Thereupon, Executive shall serve as the Company’s principal financial officer and assume all duties and responsibilities commensurate therewith. The Executive Vice President - Government acknowledges that he may be required to work beyond the normal work week for the proper performance of his duties, and International that he shall not receive further remuneration in respect of such additional hours under applicable law. For the avoidance of doubt, Executive acknowledges and agrees that the nature of his position is such that his working time cannot be measured and that, therefore, this contract falls within the scope of Regulation 20 of the Company or in such higher capacity as agreed by the Company and the ExecutiveUK Working Time Regulations. The Executive shall report exclusively to be normally based at the Chief Executive Officer and the Board of Directors offices of the Company (in Europe, but may maintain a home office at his residence in England. The Company will cover all of the "Board")Executive’s reasonable travel and communication costs to the Company’s offices outside of England as set forth herein. The Executive shall, understands and agrees that he will be required to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her business time, attention and energies to the performance of her duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related travel extensively to the Company’s various locations and otherwise as may be required for the proper performance of his duties under this Agreement.

Position and Responsibilities. During the Employment Term, the Executive shall serve the Company in the capacity of Co-Chairman and Board Member and shall fully and faithfully perform such duties and exercise such powers as are incidental to such position including those duties set out in the following paragraphs in connection with the business of the Company, its affiliates and joint ventures and such other compatible duties and powers as may from time to time be assigned to the Executive Vice President - Government and International by the board of directors of the Company or (the “Board of Directors”). As Executive to have responsibility for the supervision, and direction of the Company with the obligation, duty, authority, and power to do all acts and things as are customarily done by persons holding the position of Executive in such higher capacity as agreed by companies/corporations of similar size to the Company and to do all acts and things as are reasonably necessary for the Executiveefficient and proper operation and development of the Company. The In particular Executive shall report exclusively supervise legal matters and Corporate Governance. Such responsibilities shall include, but shall not be limited to, (i) reporting to the Chief Executive Officer and the Board of Directors of Big Sky, (ii) working closely with the Company President and CEO, the Executive Chairman, the CFO and COO and senior officers to represent the Company’s interests in its existing joint ventures and to increase the Company’s global oil and gas portfolio, (iv) supported by the "Board")senior officers, increasing Company's stakes in its existing joint ventures and acquiring development/production assets that would increase Company’s reserves base in the short to medium term. The Executive shallshall fully and faithfully perform such duties and fulfill such obligations, as are commensurate with his appointment as Executive. Executive shall devote full attention using his best efforts to apply his skill and experience to perform his duties hereunder and promote the extent appointed or elected, serve on the Board as a director and as a member of any committee interests of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any business and projects of the Company's subsidiaries or affiliates . Executive places on record that he does not have other oil and as an officer or employee (gas interests and does not hold positions in a capacity commensurate with her position with other public and private oil and gas companies. However should the Company) of any such subsidiaries or affiliatesExecutive have other oil and gas interests in the future, in all cases, without additional compensation or benefits and any compensation paid then full disclosure will be made to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall further acknowledges that these other interests will not interfere with the Executive’s ability to carry out his responsibilities hereunder and will not contravene the requirements of this Agreement. The Executive does have and may have other business interests which do not interfere with his ability to carry out his responsibilities. The Executive acknowledges that he may be required to work beyond the normal work week for the proper performance of his duties, authorities and responsibilities generally commensurate with that he shall not receive further remuneration in respect of such additional hours. The parties each agree that the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws nature of the Company and Executive’s position is such that his working time cannot be measured and, accordingly, that the organizational structure appointment falls within the scope of regulation 20 of the CompanyWorking Time Regulations 1998. The Executive shall devote substantially all of her business time, attention and energies to perform his duties at the performance of her duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent liaison office of the Chief Executive Officer Company in Istanbul, Turkey or such other location as the Organization Company may reasonably require for the proper performance and Compensation Committee (or its successor) exercise of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committeehis duties. The Executive may retain any compensation or benefits received as a result of consented agrees to service as a director of entities not related to travel on the Company’s business both within Kazakhstan or anywhere else in the world as may be required for the proper performance of his duties under this Agreement.

Position and Responsibilities. During the Employment Termterm of this Agreement, Employee agrees to serve as Vice President of SDC and as President of ISC (for purposes of this Agreement, the Executive "Company" includes SDC and ISC) as defined in the Agreement and Plan of Merger (the "PLAN") by and among The Software Developer's Company, Inc., ISC Acquisition Corp., ("MERGER SUB") and ISC. Employee shall serve as at all times report to, and his activities shall at all times be subject to the Executive Vice President - Government direction and International of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively to control of, the Chief Executive Officer ("CEO") and Board of Directors (the "BOARD") of Parent. Employee shall exercise such powers and comply with and perform, faithfully and to the best of his ability, such directions and duties in relation to the business and affairs of the Company and ISC as may from time to time be vested in or requested of him by the CEO or the Board. Employee agrees to devote substantially all of his business time, attention and services to the diligent, faithful and competent discharge of his duties for the successful operation of the Company's and ISC's business. During the term hereof, except as permitted by Section 7(b) Employee will not have any managerial or operational responsibility in any enterprise, firm, corporation, trust or other business entity other than the Company and ISC. Nothing herein shall prevent the ownership by Employee of an equity interest in any business entity provided that such ownership does not contravene the Company's conflict of interest policies as in effect from time to time, and Employee shall be entitled to serve on the board of directors of a corporation that is not competitive with the business of the Company to the extent permitted under the Company's policies in effect from time to time and to the extent authorized by the Board of Directors of the Company. The performance of Employee's duties hereunder shall not require Employee to relocate to another company or affiliated facility more than 50 miles from the Hingham, Massachusetts facility without the Employee's consent. As soon as practicable following the execution of this Agreement, Employee shall become an ex officio non-voting participant of the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities Employee shall be a credit with regard entitled to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially attend all of her business time, attention and energies to the performance of her duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) meetings of the Board (of Directors. Prior to next year's annual meeting of stockholders and as long as Employee is employed by the "O&C Committee")Company during the term of this Agreement, which consent will not Employee shall be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented nominated to the Executive's services on the boards Board of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received Directors as a result regular voting member of consented to service the Board of Directors. If elected by the stockholders, Employee shall accept such position and perform his duties as a director of entities not related to the CompanyDirector thereunder.

Position and Responsibilities. During the Employment Term, the Executive shall serve as the Executive Vice President - Government and International General Counsel of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall also serve as a member of the Management Committee (or any equivalent committee or group as may replace the Management Committee from time to time). The Executive shall report exclusively to the Chief Executive Officer and the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her his position with the Company) of any such subsidiaries or affiliates, in all cases, cases without additional compensation or benefits benefits, and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies companies, subject to the By-laws of the Company and the organizational structure of the Company. The Except as provided in the next succeeding sentence, the Executive shall devote substantially all of her his business time, attention and energies to the performance of her his duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her his and her his family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her his duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented In particular, Executive (a) may continue to the Executive's services serve as a part-time partner at Xxxxxxxx & Xxxxxxxx LLP, and (b) may serve on the boards board of directorsdirectors of each of (i) The Xxxxxx X. Xxxx Foundation, if any(ii) the Air Force Academy Falcon Foundation, on which the Executive currently serves(iii) IGI, which boards the Executive has disclosed Inc. and (iv) ePlus, Inc., in writing to the O&C Committee. The Executive may retain each case retaining any compensation or benefits received as a result of consented to service as a director of entities not related to the Companyemoluments therefrom.