Common use of Position, Duties and Responsibilities Clause in Contracts

Position, Duties and Responsibilities. During the Term, Executive shall serve as the President of the Company, and shall be responsible for the duties attendant to such office, which duties will be generally consistent with his position as an executive officer of the Company and which will generally utilize his experience with the Company prior to the date hereof, and such other managerial duties and responsibilities with the Company, its affiliates, subsidiaries or divisions as may be assigned by the Board of Directors of the Company (the "Board") and agreed to by Executive. Executive will report directly to the Chairman of the Board and the Board and, while the Company is a subsidiary of Waxman Industries, Inc. ("Waxman"), to the Co-Chairman of the Board and Co-Chief Executive Officers of Waxman. The Company intends that Executive will continue to be elected to and serve as a member of the Board. Executive shall also serve as an officer and/or member of the Board of Directors of any subsidiary or affiliate of the Company, if the Board should so request. Executive's duties shall be performed principally at the Company's executive offices which are located in the Cleveland Metropolitan Area (as defined below), and Executive shall not be required to perform duties which would necessitate changing his present residence, unless Executive otherwise agrees in writing. For purposes of this Agreement, the term "Cleveland Metropolitan Area" shall encompass the City of Cleveland and the territory within fifty miles from that city in any direction. The Company will promptly pay (or reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of Executive's residences in connection with any such relocation to which Executive has consented. In connection with any such change of residences, the Company shall, at the request of Executive, purchase from Executive the residence which he is required to vacate; provided, however, that such request must be made within six months of his commencement of full-time employment at the Company's relocated executive offices. The purchase price of such residence shall be the average of the appraisals rendered by two appraisers retained by the Company, one of whom shall be selected by Executive. Executive acknowledges and agrees that, in connection with his employment hereunder, he may be required to travel on behalf of the Company. To the extent that any Executive relocation benefit program maintained by the Company, in which Executive is entitled to participate, is more favorable to Executive than the provisions of this Agreement with respect to relocation, Executive shall be entitled to such additional relocation benefits.

Position, Duties and Responsibilities. During the TermEmployer and Officer hereby agree that, Executive shall serve as the President of the Company, and shall be responsible for the duties attendant to such office, which duties will be generally consistent with his position as an executive officer of the Company and which will generally utilize his experience with the Company prior subject to the date hereofprovisions of this Agreement, Employer will employ Officer and such other managerial duties and responsibilities with the CompanyOfficer will serve Employer, its affiliates, subsidiaries or divisions as may be assigned by the Board a senior manager of Directors of the Company (the "Board") and agreed to by Executive. Executive will report directly to the Chairman of the Board and the Board and, while the Company is a subsidiary of Waxman Industrieseither IndyMac Mortgage Holdings, Inc. ("WaxmanNDE")) or Employer, to or a similarly structured entity in which NDE owns the Co-Chairman majority of the Board and Co-Chief Executive Officers economic interest, as determined in the sole discretion of WaxmanEmployer. The Company intends Officer's role may, from time to time, be redefined by Employer, except that Executive will continue to be elected to and serve as Officer shall at all times remain a member of the Boardsenior manager. Executive shall also serve as an officer and/or member of the Board of Directors of any subsidiary or affiliate of the Company, if the Board should so request. ExecutiveEmployer agrees that Officer's duties hereunder shall be performed principally at the Company's executive offices which are located in the Cleveland Metropolitan Area (as defined below), usual and Executive customary duties of such office and such further duties shall not be inconsistent with the provisions of applicable law. Officer agrees that Employer may add to or change Officer's duties as business considerations dictate, as determined by the President of Employer. Officer shall have such official power and authority as shall reasonably be required to perform enable him to discharge his duties in the offices which would necessitate changing his present residencehe may hold. All compensation paid to Officer by Employer or any of its affiliates shall be aggregated in determining whether Officer has received the benefits provided for herein, unless Executive otherwise agrees in writingbut without prejudice to the allocation of costs among the entities to which Officer renders services hereunder. For purposes If Employer requests Officer to relocate outside of this AgreementLos Angeles County, the term "Cleveland Metropolitan Area" shall encompass the City of Cleveland and the territory within fifty miles from that city in any direction. The Company will promptly pay (Ventura County or reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of Executive's residences Orange County in connection with any the relocation of Employer's headquarters, Officer shall have the option of agreeing to such relocation and the terms of this contract shall continue in full force and effect. If Officer declines to which Executive has consentedrelocate, either Officer or Employer shall provide the other party with a Notice of Termination in accordance with Section 5(f) and all of the rights and obligations of both parties under this Agreement shall cease upon such termination and no provisions shall survive (including, without limitation, Sections 5(d) and 8(k)), except for Section 8(g) and the right to enforce that provision through injunctive relief pursuant to Section 8(h). In connection with any If Employer requests Officer to relocate outside of Los Angeles County, Ventura County or Orange County and Employer's headquarters are not also relocating, Officer shall have the option of agreeing to such change relocation and the terms of residencesthis contract shall continue in full force and effect. If Officer declines to relocate, the Company shall, at the Employer's request of Executive, purchase from Executive the residence which he is required to vacate; provided, however, that such request must be made within six months of his commencement of full-time employment at the Company's relocated executive offices. The purchase price of such residence relocate shall be the average of the appraisals rendered by two appraisers retained by the Company, one of whom shall be selected by Executive. Executive acknowledges and agrees that, in connection with his employment hereunder, he may be required deemed a termination other than for Cause pursuant to travel on behalf of the Company. To the extent that any Executive relocation benefit program maintained by the Company, in which Executive is entitled to participate, is more favorable to Executive than the provisions of this Agreement with respect to relocation, Executive shall be entitled to such additional relocation benefitsSection 5(d).

Position, Duties and Responsibilities. During (a) Commencing on the Effective Date and continuing for the Initial Term, the Executive shall serve be employed as the President Chairman of the Company, Board and shall Chief Executive Officer of the Company and be responsible for the duties attendant to such officegeneral management of the affairs of the Company. During the remainder of the Employment Period, which duties will the Executive shall be generally consistent with his position employed as an the non-executive officer Chairman of the Board of the Company and which will generally utilize his experience with the Company prior to the date hereof, and shall have such other managerial duties and responsibilities with for the Company, its affiliates, subsidiaries or divisions management of the Company as may shall be assigned to him from time to time by the Board of Directors of the Company (the "Board") Company; provided that such duties and agreed responsibilities shall not be inconsistent with those that could reasonably be expected to be performed by Executive. Executive will report directly to the Chairman a part-time senior executive of the Board and the Board and, while the Company is a subsidiary of Waxman Industries, Inc. ("Waxman"), to the Co-Chairman of the Board and Co-Chief Executive Officers of Waxmanmajor corporation. The Company intends that Executive will continue to be has heretofore been elected to and serve as a member of the Board. Executive shall also serve as an officer and/or member of the Board of Directors of any subsidiary or affiliate the Company. The Executive, in carrying out his duties under this Agreement, shall report to the Board. During the Initial Term, the Executive shall devote his full business time and attention to the business and affairs of the CompanyCompany and shall use his best efforts, if skills and abilities to promote its interests. During the Board should so requestremainder of the Employment Period, the Executive shall devote one-half of his business time and attention to the business and affairs of the Company and shall use his best efforts, skills and abilities to promote its interests. Executive's duties It is the intent of the Company and the Executive that there shall be performed principally at the Company's executive offices which are located in the Cleveland Metropolitan Area not occur a Separation from Service (as defined below)in Section 9(k) hereof) with respect to the Executive until the end of the Employment Period. To that end, and notwithstanding the end of the Initial Term, the giving of any notice pursuant to Section 2 or the provisions of Section 3(b) hereof, the Executive shall agrees to use his best efforts to continue to provide to the Company until the end of the Employment Period, and the Company agrees to use its best efforts to utilize, such services of the Executive as may be necessary to ensure that there will not be required a Separation from Service with respect to perform duties which would necessitate changing his present residence, unless the Executive otherwise agrees in writing. For purposes prior to the end of this Agreement, the term "Cleveland Metropolitan Area" shall encompass the City of Cleveland and the territory within fifty miles from that city in any directionEmployment Period. The Company will promptly pay hereby agrees that so long as the Executive, members of his immediate family (including his wife, his children and their spouses and his grandchildren) or reimburse entities controlled by the Executive for) all reasonable moving expenses incurred by Executive relating to a change and/or the members of Executive's residences in connection with any such relocation to which Executive has consented. In connection with any such change his immediate family are the beneficial owners of residences, at least 25% of the issued and outstanding shares of common stock of the Company shall, at the request of Executive, purchase from Executive the residence which he is required to vacate; provided, however, that such request must be made within six months of his commencement of full-time employment at the Company's relocated executive offices. The purchase price of such residence shall be the average (a) any policy of the appraisals rendered by two appraisers retained by Company requiring the Company, one resignation of whom shall be selected by Executive. Executive acknowledges and agrees that, in connection with his employment hereunder, he may be required to travel on behalf a director or the termination of the Company. To services of a person as a director of the extent that any Company at age 72 shall not apply to the Executive relocation benefit program maintained by and (b) the Company, in which Company will use its best efforts to cause the Executive is entitled to participate, is more favorable to be nominated and elected as a director of the Company until such time as the Executive than reaches the provisions age of this Agreement with respect to relocation, Executive shall be entitled to such additional relocation benefits75.

Position, Duties and Responsibilities. During the Term, Executive shall serve as the Chairman of the Board, President and Chief Executive Officer of the Company, and shall be responsible for the duties attendant to such office, which duties will be generally consistent with his position as an executive officer of the Company and which will generally utilize his experience with the Company prior to the date hereof, and such other managerial duties and responsibilities with the Company, its affiliates, subsidiaries or divisions as may be assigned by the Board of Directors of the Company (the "Board") and agreed to in writing by Executive. Executive will report directly (and solely) to the Chairman of the Board and the Board and, while the Company is a subsidiary of Waxman Industries, Inc. ("Waxman"), to the Co-Chairman of the Board and Co-Chief Executive Officers of WaxmanBoard. The Company intends that Executive will continue to be elected to and serve as a member of the Board. Executive shall also serve as an officer and/or member of the Board of Directors of any subsidiary or affiliate of the Company, if the Board should so request. Executive's duties shall be performed principally at the Company's executive offices which are located in the Cleveland New York City Metropolitan Area (as defined below), and Executive shall not be required to perform duties which would necessitate changing his present residence, unless Executive otherwise agrees in writing. For purposes of this Agreement, the term "Cleveland New York City Metropolitan Area" shall encompass the City of Cleveland New York and the territory within fifty miles from that city in any direction. The Company will promptly pay (or reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of Executive's residences in connection with any such relocation to which Executive has consented. In connection with any such change of residences, the Company shall, at the request of Executive, purchase from Executive the residence which he is required to vacate; provided, however, that such request must be made within six months of his commencement of full-time employment at the Company's relocated executive offices. The purchase price of such residence shall be the average of the appraisals rendered by two appraisers retained by the Company, one of whom shall be selected by Executive. Executive acknowledges and agrees that, in connection with his employment hereunder, he may be required to travel on behalf of the Company. To the extent that any Executive executive relocation benefit program maintained by the Company, and in which Executive is entitled to participate, is more favorable to Executive than the provisions of this Agreement with respect to relocation, Executive shall be entitled to such additional relocation benefits. Executive acknowledges and agrees that, in connection with his employment hereunder, he may be required to travel on behalf of the Company.

Position, Duties and Responsibilities. During the TermEmployer and Officer hereby agree that, Executive shall serve as the President of the Company, and shall be responsible for the duties attendant to such office, which duties will be generally consistent with his position as an executive officer of the Company and which will generally utilize his experience with the Company prior subject to the date hereofprovisions of this Agreement, Employer will employ Officer and such other managerial duties and responsibilities with the CompanyOfficer will serve Employer, its affiliates, subsidiaries or divisions as may be assigned by the Board a senior manager of Directors of the Company (the "Board") and agreed to by Executive. Executive will report directly to the Chairman of the Board and the Board and, while the Company is a subsidiary of Waxman Industrieseither IndyMac, Inc. ("WaxmanIndyMac")) or Employer, to or a similarly structured entity in which Employer owns the Co-Chairman majority of the Board and Co-Chief Executive Officers economic interest, as determined in the sole discretion of WaxmanEmployer. The Company intends Officer's role may, from time to time, be redefined by Employer, except that Executive will continue to be elected to and serve as Officer shall at all times remain a member of the Boardsenior manager. Executive shall also serve as an officer and/or member of the Board of Directors of any subsidiary or affiliate of the Company, if the Board should so request. ExecutiveEmployer agrees that Officer's duties hereunder shall be performed principally at the Company's executive offices which are located in the Cleveland Metropolitan Area (as defined below), usual and Executive customary duties of such office and such further duties shall not be inconsistent with the provisions of applicable law. Officer agrees that Employer may add to or change Officer's duties as business considerations dictate, as determined by the President of Employer. Officer shall have such official power and authority as shall reasonably be required to perform enable her to discharge her duties in the offices which would necessitate changing his present residenceshe may hold. All compensation paid to Officer by Employer or any of its affiliates shall be aggregated in determining whether Officer has received the benefits provided for herein, unless Executive otherwise agrees in writingbut without prejudice to the allocation of costs among the entities to which Officer renders services hereunder. For purposes If Employer requests Officer to relocate outside of this AgreementLos Angeles County, the term "Cleveland Metropolitan Area" shall encompass the City of Cleveland and the territory within fifty miles from that city in any direction. The Company will promptly pay (Ventura County or reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of Executive's residences Orange County in connection with any the relocation of Employer's headquarters, Officer shall have the option of agreeing to such relocation and the terms of this contract shall continue in full force and effect. If Officer declines to which Executive has consentedrelocate, either Officer or Employer shall provide the other party with a Notice of Termination in accordance with Section 5(f) and all of the rights and obligations of both parties under this Agreement shall cease upon such termination and no provisions shall survive (including, without limitation, Sections 5(d) and 8(k)), except for Section 8(g) and the right to enforce that provision through injunctive relief pursuant to Section 8(h). In connection with any If Employer requests Officer to relocate outside of Los Angeles County, Ventura County or Orange County and Employer's headquarters are not also relocating, Officer shall have the option of agreeing to such change relocation and the terms of residencesthis contract shall continue in full force and effect. If Officer declines to relocate, the Company shall, at the Employer's request of Executive, purchase from Executive the residence which he is required to vacate; provided, however, that such request must be made within six months of his commencement of full-time employment at the Company's relocated executive offices. The purchase price of such residence relocate shall be the average of the appraisals rendered by two appraisers retained by the Company, one of whom shall be selected by Executive. Executive acknowledges and agrees that, in connection with his employment hereunder, he may be required deemed a termination other than for Cause pursuant to travel on behalf of the Company. To the extent that any Executive relocation benefit program maintained by the Company, in which Executive is entitled to participate, is more favorable to Executive than the provisions of this Agreement with respect to relocation, Executive shall be entitled to such additional relocation benefitsSection 5(d).

Position, Duties and Responsibilities. During the Term, Executive Employee shall be employed and serve as the President Chief Executive Officer of the Company (together with such other position or positions consistent with Employee’s title) and shall have such duties and responsibilities commensurate therewith as may be assigned and/or prescribed from time to time by the Board or its designee. Pursuant to the Master Service Agreement between the Company and Novelion dated November 29, 2016 (the “Service Agreement”), Employee may also be required, on behalf of the Company, to perform services to Novelion and shall be responsible for the duties attendant to such office, which duties will be generally consistent with his position as an executive officer its other Affiliates. As of the Company and which will generally utilize his experience with the Company prior to the date hereofEffective Date, these services shall include serving as Chief Executive Officer of Novelion, and such other managerial duties and responsibilities consistent with the Company, its affiliates, subsidiaries or divisions Service Agreement as may be assigned and/or prescribed from time to time by the Board or its designee or by board of Directors directors of the Company Novelion (the "“Novelion Board"”) and agreed to by Executive. Executive will report directly pursuant to the Chairman of Service Agreement. The Employee will report, as and when required, to the Board and the Board andNovelion Board. On the Effective Date, while the Company is a subsidiary of Waxman Industries, Inc. ("Waxman"), to the Co-Chairman of the Board and Co-Chief Executive Officers of Waxman. The Company intends that Executive will continue also appoint Employee to be elected to and serve as a member of the Board. Executive shall also During the Term, the Board will nominate Employee for election to the Board by the Company’s stockholders; provided that Employee will submit written notice of resignation to the Board effective as of the date on which Employee ceases to serve as an officer and/or President and Chief Executive Officer. Employee will also act as member of the Novelion Board, if appointed or elected to such positions; provided that Employee will submit written notice of resignation to the Novelion Board of Directors of any subsidiary or affiliate effective as of the Companydate on which Employee ceases to serve in a capacity of a Chief Executive Officer of Novelion. For certainty, if at all times Employee will be an employee of the Board should so request. Executive's duties shall be performed principally at the Company's executive offices which are located in the Cleveland Metropolitan Area (as defined below)Company and not an employee of Novelion, and Executive shall not when Employee provides services to Novelion she will be required to perform duties which would necessitate changing his present residence, unless Executive otherwise agrees in writing. For purposes doing so as an employee of this Agreement, the term "Cleveland Metropolitan Area" shall encompass the City of Cleveland and the territory within fifty miles from that city in any direction. The Company will promptly pay (or reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of Executive's residences in connection with any such relocation to which Executive has consented. In connection with any such change of residences, the Company shall, at performing contracted management services as provided to Novelion under the request of Executive, purchase from Executive the residence which he is required to vacate; provided, however, that such request must be made within six months of his commencement of full-time employment at the Company's relocated executive offices. The purchase price of such residence shall be the average of the appraisals rendered by two appraisers retained by the Company, one of whom shall be selected by Executive. Executive acknowledges and agrees that, in connection with his employment hereunder, he may be required to travel on behalf of the Company. To the extent that any Executive relocation benefit program maintained by the Company, in which Executive is entitled to participate, is more favorable to Executive than the provisions of this Agreement with respect to relocation, Executive shall be entitled to such additional relocation benefitsService Agreement.

Position, Duties and Responsibilities. (a) During the TermTerm of Employment, the Executive shall serve be employed as the President and Chief Executive Officer of the Company, Company and shall have such duties, responsibilities and authority as shall be responsible for reasonably determined from time to time by the duties attendant to such office, which duties will be generally consistent Board commensurate with his position as an executive President and Chief Executive Officer of a publicly traded company. The Executive shall perform his services as President and Chief Executive Officer primarily from the Company’s headquarters, which are currently located in Burlington, Massachusetts, or such other location approved by the Board, and travelling as required by the Executive’s job duties. The Executive agrees that he will rent or purchase a residence in the vicinity of the Company’s headquarters. Further, the Executive shall (i) serve on such boards of directors of subsidiaries of the Company and/or (ii) hold such corporate officer titles and positions of the Company and which will generally utilize his experience with the Company prior to the date hereofany of its subsidiaries, and such other managerial duties and responsibilities with the Company, its affiliates, subsidiaries or divisions as may be assigned requested by the Board of Directors of the Company (the "Board") and agreed to by in its sole discretion, in any such case without additional compensation therefor. The Executive. Executive will , in carrying out his duties under this Agreement, shall report directly to the Chairman Board. During the Term of Employment, the Company shall nominate the Executive in accordance with the terms of the Board Company’s Bylaws and its corporate governance guidelines and recommend that the Board and, while the Company is a subsidiary of Waxman Industries, Inc. ("Waxman"), to the Co-Chairman of the Board and Co-Chief Executive Officers of Waxman. The Company intends that Executive will continue to be elected to and serve as a member of the Board. Executive shall also serve Except as an officer and/or member may in the future be mutually agreed by the Board and the Executive, all employees of the Board of Directors of any subsidiary or affiliate Company (other than the members of the Company’s internal audit department) shall report to the Executive or one of his direct reports. During the Term of Employment, if subject to Section 3(b) and except for permitted vacation periods and reasonable periods of illness, the Board should so request. Executive's Executive shall devote substantially all of his business time and attention to the performance of his duties hereunder and shall be performed principally at use his reasonable best efforts, skills and abilities to promote the Company's executive offices which are located in the Cleveland Metropolitan Area (as defined below), and Executive shall not be required to perform duties which would necessitate changing his present residence, unless Executive otherwise agrees in writing. For purposes of this Agreement, the term "Cleveland Metropolitan Area" shall encompass the City of Cleveland and the territory within fifty miles from that city in any direction. The Company will promptly pay (or reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of Executive's residences in connection with any such relocation to which Executive has consented. In connection with any such change of residences, the Company shall, at the request of Executive, purchase from Executive the residence which he is required to vacate; provided, however, that such request must be made within six months of his commencement of full-time employment at the Company's relocated executive offices. The purchase price of such residence shall be the average of the appraisals rendered by two appraisers retained by the Company, one of whom shall be selected by Executive. Executive acknowledges and agrees that, in connection with his employment hereunder, he may be required to travel on behalf of the Company. To the extent that any Executive relocation benefit program maintained by the Company, in which Executive is entitled to participate, is more favorable to Executive than the provisions of this Agreement with respect to relocation, Executive shall be entitled to such additional relocation benefits’s interests.

Position, Duties and Responsibilities. During the Term, the Company will employ Executive, and Executive agrees to be employed, as Executive Vice President and Chief Credit Officer under the terms and conditions contained herein. Executive shall report directly to the Company’s President and Chief Executive Officer. Executive's employment with the Company is and shall remain “at will” and, therefore, subject to the termination provisions contained in Section 8 hereof, the Company or Executive shall have the right at any time, for any reason or no reason at all, to terminate Executive's employment with the Company upon written notice to the other party. During the Term, Executive's duties and responsibilities shall include, without limitation, those duties commensurate with his or her title and position, as well as those additional duties and responsibilities which the Company may from time to time assign to Executive. In acting in the Company's behalf, Executive shall observe and be governed by all of the Company's rules and policies as established by the Company from time to time in the Company's sole discretion. Executive shall be employed on a full-time basis, which shall mean that Executive is expected to devote approximately forty (40) hours per week to his or her work, or as needed to complete his or her duties. Executive is expected to be reasonably available to the Company for business purposes between the hours of 8 am to 5 pm (local time), Monday through Friday, except as agreed by the Company. As an exempt employee, Executive shall not be paid additional compensation for overtime or excessive work hours. Executive shall not keep time records, but shall be required to record absences for illness, personal time off, or other periods in which Executive is not performing work for the Company. At all times during the Term, Executive shall serve as the President of the Companyuse his or her best efforts, skills, judgment and abilities, and shall be responsible for the duties attendant to such office, which duties will be generally consistent with his position as an executive officer of the Company and which will generally utilize his experience with the Company prior to the date hereof, and such other managerial duties and responsibilities with at all times promote the Company, its affiliates, subsidiaries or divisions as may be assigned by the Board of Directors of the Company (the "Board") 's interests and agreed to by Executive. Executive will report directly to the Chairman of the Board perform and the Board and, while the Company is a subsidiary of Waxman Industries, Inc. ("Waxman"), to the Co-Chairman of the Board discharge well and Co-Chief Executive Officers of Waxman. The Company intends that Executive will continue to be elected to and serve as a member of the Boardfaithfully those duties. Executive shall also serve as an officer and/or member of the Board of Directors of any subsidiary or affiliate of devote Executive's full and exclusive business time, attention and energies to the Company's business in accordance with Executive's anticipated schedule and duties hereunder. Except as otherwise set forth on Schedule 1 hereto, if at no time during the Board should so request. Term shall Executive directly or indirectly engage in any activity that could or does materially interfere with or adversely affect Executive's performance of Executive's duties shall be performed principally at the Company's executive offices which are located in the Cleveland Metropolitan Area (as defined below), and Executive shall not be required to perform duties which would necessitate changing his present residence, unless Executive otherwise agrees in writing. For purposes of under this Agreement, the term "Cleveland Metropolitan Area" shall encompass the City of Cleveland and the territory within fifty miles from that city or compete with or damage in any direction. The Company will promptly pay (or reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of Executive's residences in connection with any such relocation to which Executive has consented. In connection with any such change of residences, way the Company shall, at the request of Executive, purchase from Executive the residence which he is required to vacate; provided, however, that such request must be made within six months of his commencement of full-time employment at the Company's relocated executive offices. The purchase price of such residence shall be the average of the appraisals rendered by two appraisers retained by the Company, one of whom shall be selected by Executive. Executive acknowledges and agrees that, in connection with his employment hereunder, he may be required to travel on behalf business of the Company. To Notwithstanding the foregoing, subject to Section 11 below, nothing in this Agreement shall be construed to limit Executive’s ability to provide services to or participate in non-profit, charitable or civic organizations or to manage personal investments, including personal investment vehicles, to the extent that any such activities do not materially interfere with Executive’s performance of his or her duties hereunder. During the Term, the geographic location where Executive’s primary office will be located and where Executive relocation benefit program maintained by shall primarily carry out Executive’s duties will be in the Company’s principal offices currently located at 00000 Xxxxxx Xxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxx 00000. Notwithstanding the foregoing, the Company may from time to time require Executive to travel temporarily to other locations on the Company’s business. At the Company’s request, Executive will serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing. In the event that Executive serves in any one or more of such additional capacities, Executive’s compensation will not be increased beyond that specified in this Agreement. In addition, in which the event Executive’s service in one or more of such additional capacities is terminated, Executive’s compensation, as specified in this Agreement, will not be diminished or reduced in any manner as a result of such termination for so long as Executive is entitled to participate, is more favorable to Executive than otherwise remains employed under the provisions terms of this Agreement with respect to relocation, Executive shall be entitled to such additional relocation benefitsAgreement.

Position, Duties and Responsibilities. During As of the TermEffective Date, the Executive shall be employed as the Chief Executive Officer of the Company or in such other reasonably comparable position as the Board may determine from time to time. In this capacity, the Executive shall be assigned such duties and responsibilities inherent in such position and such other duties and responsibilities as the Board shall from time to time reasonably assign to him. The Executive shall serve as the President Company faithfully, conscientiously, and to the best of the Executive’s ability and shall promote the interests and reputation of the Company. The Executive shall devote all of the Executive’s time, attention, knowledge, energy and skills during normal working hours, and shall be responsible for the duties attendant to such office, which duties will be generally consistent with his position as an executive officer of the Company and which will generally utilize his experience with the Company prior to the date hereof, and at such other managerial times as the Executive’s duties and responsibilities with the Company, its affiliates, subsidiaries or divisions as may be assigned by the Board of Directors of the Company (the "Board") and agreed to by Executive. Executive will report directly to the Chairman of the Board and the Board and, while the Company is a subsidiary of Waxman Industries, Inc. ("Waxman")reasonably require, to the Co-Chairman duties of the Board and Co-Chief Executive Officers of Waxman. The Company intends that Executive will continue to be elected to and serve as a member of the Board. Executive shall also serve as an officer and/or member of the Board of Directors of any subsidiary or affiliate of the Company, if the Board should so request. Executive's duties shall be performed principally at the Company's executive offices which are located in the Cleveland Metropolitan Area (as defined below), and Executive shall not be required to perform duties which would necessitate changing his present residence, unless Executive otherwise agrees in writing. For purposes of this Agreement, the term "Cleveland Metropolitan Area" shall encompass the City of Cleveland and the territory within fifty miles from that city in any direction. The Company will promptly pay (or reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of Executive's residences in connection with any such relocation to which Executive has consented. In connection with any such change of residences, the Company shall, at the request of Executive, purchase from Executive the residence which he is required to vacate’s employment; provided, however, that such request must be made within six months the Executive may (a) serve on civic or charitable boards or committees, or (b) with the approval of his commencement of full-time employment at the Company's relocated executive officesBoard, serve on corporate boards or committees. The purchase price of such residence Executive shall be report to the average Board in carrying out his duties and responsibilities under this Agreement. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the appraisals rendered by two appraisers retained by Company and any changes therein that may be adopted from time to time. The Executive shall also continue to serve as a member and Chairman of the CompanyBoard of Directors. Notwithstanding the foregoing, one at any time (i) prior to April 30, 2010, with the mutual agreement of whom shall be selected by Executive. Executive acknowledges and agrees thatthe Compensation Committee, or (ii) on or after April 30, 2010, in connection with the Executive’s sole discretion, the Executive may relinquish his employment hereunderrole as Chief Executive Officer of the Company and serve only as non-executive Chairman of the Board and Lead Director for the remainder of the Term of Employment (the “Director Transition Period”). If the Executive relinquishes the Chief Executive Officer position in his sole discretion, he may be required shall provide written notice to travel the Company in accordance with Section 22 below at least fifteen (15) calendar days prior to the date on behalf of the Company. To the extent that any Executive relocation benefit program maintained by the Company, in which Executive is entitled to participate, is more favorable to Executive than the provisions of this Agreement with respect to relocation, Executive he shall be entitled to relinquish such additional relocation benefitsposition.

Position, Duties and Responsibilities. During Employer and Officer hereby agree that, subject to the Termprovisions of this Agreement, Employer will employ Officer and Officer will serve Employer as Executive shall serve as the Vice President of the Company, and shall be responsible for the duties attendant to such office, which duties will be generally consistent with his position as an executive officer of the Company and which will generally utilize his experience with the Company prior to the date hereof, and such other managerial duties and responsibilities with the Company, its affiliates, subsidiaries or divisions as may be assigned by the Board of Directors of the Company (the "Board") and agreed to by Executive. Executive will report directly to the Chairman of the Board and the Board and, while the Company is a subsidiary of Waxman IndustriesCWM Mortgage Holdings, Inc. ("WaxmanHoldings"), to the Co-Chairman ) and as Executive Vice President of the Board Independent National Mortgage Corporation ("Indy Mac") and Co-Independent Lending Corporation and President and Chief Executive Officers Officer of WaxmanConstruction Lending Corporation of America, Builder Division. The Company intends Employer agrees that Executive will continue to be elected to and serve as a member of the Board. Executive shall also serve as an officer and/or member of the Board of Directors of any subsidiary or affiliate of the Company, if the Board should so request. ExecutiveOfficer's duties hereunder shall be performed principally at the Company's executive offices which are located in the Cleveland Metropolitan Area (as defined below), usual and Executive customary duties of such office and such further duties shall not be inconsistent with the provisions of applicable law. Officer shall have such executive power and authority as shall reasonably be required to perform enable her to discharge her duties in the offices which would necessitate changing his present residenceshe may hold. All compensation paid to Officer by Employer or any of its affiliates shall be aggregated in determining whether Officer has received the benefits provided for herein, unless Executive otherwise but without prejudice to the allocation of costs among the entities to which Officer renders services hereunder. Employer and Officer hereby agree that the portion of Officer's services which are provided to Indy Mac are to be treated for federal income tax purposes as services provided by Officer as an employee of Indy Mac. Officer agrees in writing. For that Employer and Indy Mac shall make a determination as to the portion of the total compensation payable to Officer hereunder which shall be allocated to and deemed paid by Indy Mac for purposes of this Agreement, section 162(m) and related provisions of the term "Cleveland Metropolitan Area" shall encompass the City Internal Revenue Code. If Employer requests Officer to relocate outside of Cleveland and the territory within fifty miles from that city in any direction. The Company will promptly pay (or reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of Executive's residences Los Angeles County in connection with any the relocation of Holdings' headquarters, Officer shall have the option of agreeing to such relocation and the terms of this contract shall continue in full force and effect. If Officer declines to which Executive has consentedrelocate, either Officer or Employer shall provide the other party with a Notice of Termination in accordance with Section 5(f) and the rights and obligations of both parties shall cease upon such termination and Paragraphs 5(d) and 9(k) will not be applicable. In connection with any If Employer requests Officer to relocate outside of Los Angeles County and the Holdings' headquarters are not also relocating, Officer shall have the option of agreeing to such change relocation and the terms of residencesthis contract shall continue in full force and effect. If Officer declines to relocate, the Company shall, at the Employer's request of Executive, purchase from Executive the residence which he is required to vacate; provided, however, that such request must be made within six months of his commencement of full-time employment at the Company's relocated executive offices. The purchase price of such residence relocate shall be the average of the appraisals rendered by two appraisers retained by the Company, one of whom shall be selected by Executive. Executive acknowledges and agrees that, in connection with his employment hereunder, he may be required deemed a termination other than for Cause pursuant to travel on behalf of the Company. To the extent that any Executive relocation benefit program maintained by the Company, in which Executive is entitled to participate, is more favorable to Executive than the provisions of this Agreement with respect to relocation, Executive shall be entitled to such additional relocation benefitsSection 5(d).

Position, Duties and Responsibilities. During the Term, Executive shall serve as the President Chairman of the Board of Directors of the Company, and shall be responsible for the duties attendant to such office, which duties will be generally consistent with his position as an executive officer of the Company and which will generally utilize his experience with the Company prior to the date hereof, and such other managerial duties and responsibilities with the Company, its affiliates, subsidiaries or divisions as may be assigned by the Board of Directors of the Company (the "Board") consistent with Executive's position, duties and agreed to by Executiveresponsibilities with the Company. Executive will report directly to the Chairman of the Board and the Board and, while the Company is a subsidiary of Waxman Industries, Inc. ("Waxman"), to the Co-Chairman of the Board and Co-Chief Executive Officers of WaxmanBoard. The Company intends that Executive will will, and the Company shall use its best efforts to cause Executive to, continue to be elected to and serve as a member of the Board. Executive shall also serve as an officer and/or member of the Board of Directors of any subsidiary or affiliate of the Company, if the Board should so request; provided, that the duties, authority and responsibilities of Executive with such subsidiaries or affiliates shall be commensurate, and in all events not less than, Executive's duties, authority and responsibilities with the Company as set forth in this Agreement. Executive's duties shall be performed principally at the Company's executive offices which are located in the Cleveland Canton, Ohio Metropolitan Area (as defined below), and Executive shall not be required to perform duties which would necessitate changing his present residence, unless Executive otherwise agrees in writing. For purposes of this Agreement, the term "Cleveland Canton, Ohio Metropolitan Area" shall encompass the City of Cleveland Canton and the territory within fifty fifteen (15) miles from that city in any direction. The Company will promptly pay (or reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of Executive's residences residence in connection with any such relocation to which Executive has consented. In connection with any such change of residences, the Company shall, at the request of Executive, purchase from Executive the residence which he is required to vacate; provided, however, that such request must be made within six months of his commencement of full-time employment at the Company's relocated executive offices. The purchase price of such residence shall be the average of the appraisals rendered by two appraisers retained by the Company, one of whom shall be selected by Executive. Executive acknowledges and agrees that, in connection with his employment hereunder, he may be required to travel on behalf of the Company. To the extent that any Executive relocation benefit program maintained by the Company, in which Executive is entitled to participate, is more favorable to Executive than the provisions of this Agreement with respect to relocation, Executive shall be entitled to such additional relocation benefits.

Position, Duties and Responsibilities. During the Term, the Company will employ Executive, and Executive shall serve agrees to be employed as the President and Chief Executive Officer of SoCal and the President and Chief Executive Officer of PBB. In such employment capacity, Executive will have such duties and responsibilities as are normally associated with such position and will report to SoCal’s Executive Chairman of the Board (currently Xxxx X. Xxxx) or his designee. During the Term, and except as set forth on Schedule 1, Executive shall devote his entire business time, attention and energies to the business and affairs of the Company, to the performance of Executive’s duties under this Agreement and to the promotion of the Company's interests. Notwithstanding the foregoing, subject to Section 11 below, nothing in this Agreement shall be responsible for construed to limit Executive’s ability to provide services to or participate in non-profit, charitable or civic organizations or to manage personal investments, including personal investment vehicles, to the extent that such activities do not materially interfere with Executive’s performance of his duties attendant to such office, which duties will be generally consistent with his position hereunder. Executive acknowledges that Executive’s services as an executive officer President and Chief Executive Officer of the Company and which shall constitute Executive’s principal business activity. During the Term, the geographic location where Executive's primary office will generally utilize his experience with be located will be in the Company’s principal offices located at 000 Xxxxx Xxx Xxxxxx Xxxxxx, Suite 130, Pasadena, CA 91101, but Executive may also work from any location Executive chooses. Notwithstanding the foregoing, the Company prior may from time to time require Executive to travel temporarily to other locations on the Company’s business. At the Company’s request, Executive will serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the date hereof, and such other managerial duties and responsibilities with foregoing. In the Company, its affiliates, subsidiaries or divisions as may be assigned by the Board of Directors of the Company (the "Board") and agreed to by Executive. Executive will report directly to the Chairman of the Board and the Board and, while the Company is a subsidiary of Waxman Industries, Inc. ("Waxman"), to the Co-Chairman of the Board and Co-Chief Executive Officers of Waxman. The Company intends event that Executive serves in any one or more of such additional capacities, Executive’s compensation will continue to not be elected to and serve increased beyond that specified in this Agreement. In addition, in the event Executive’s service in one or more of such additional capacities is terminated, Executive’s compensation, as specified in this Agreement, will not be diminished or reduced in any manner as a member result of the Board. Executive shall also serve such termination for so long as an officer and/or member of the Board of Directors of any subsidiary or affiliate of the Company, if the Board should so request. Executive's duties shall be performed principally at the Company's executive offices which are located in the Cleveland Metropolitan Area (as defined below), and Executive shall not be required to perform duties which would necessitate changing his present residence, unless Executive otherwise agrees in writing. For purposes remains employed under the terms of this Agreement, the term "Cleveland Metropolitan Area" shall encompass the City of Cleveland and the territory within fifty miles from that city in any direction. The Company will promptly pay (or reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of Executive's residences in connection with any such relocation to which Executive has consented. In connection with any such change of residences, the Company shall, at the request of Executive, purchase from Executive the residence which he is required to vacate; provided, however, that such request must be made within six months of his commencement of full-time employment at the Company's relocated executive offices. The purchase price of such residence shall be the average of the appraisals rendered by two appraisers retained by the Company, one of whom shall be selected by Executive. Executive acknowledges and agrees that, in connection with his employment hereunder, he may be required to travel on behalf of the Company. To the extent that any Executive relocation benefit program maintained by the Company, in which Executive is entitled to participate, is more favorable to Executive than the provisions of this Agreement with respect to relocation, Executive shall be entitled to such additional relocation benefits.

Position, Duties and Responsibilities. During the Term, Executive shall serve as the President Chief Financial Officer of the Company, and shall be responsible for the duties attendant to such office, which duties will be generally consistent with his position as an executive officer of the Company and which will generally utilize his experience with the Company prior to the date hereof, and such other managerial duties and responsibilities with the Company, its affiliates, subsidiaries or divisions as may be assigned by the President and Chief Executive Officer of the Company and/or the Board of Directors of the Company (the "Board") consistent with Executive's position, duties and agreed to by Executiveresponsibilities with the Company. Executive will report directly to the Chairman President and Chief Executive Officer of the Board and Company, as well as to the Board and, while Board. There will be no employee of the Company is a subsidiary of Waxman Industrieswho shall have greater authority, Inc. ("Waxman"), responsibilities or duties than Executive with respect to matters customarily within the Co-Chairman scope of the Board and Co-Chief Executive Officers authority, responsibilities or duties of Waxman. The Company intends that Executive will continue to be elected to and serve as a member of the Boardchief financial officer. Executive shall also serve as an officer and/or member of the Board of Directors of any subsidiary or affiliate of the Company, if the Board should so request; provided, that the duties, authority and responsibilities of Executive with such subsidiaries or affiliates shall be commensurate, and in all events not less than, Executive's duties, authority and responsibilities with the Company as set forth in this Agreement. Executive's duties shall be performed principally at the Company's executive offices which are located in the Cleveland Canton, Ohio Metropolitan Area (as defined below), and Executive shall not be required to perform duties which would necessitate changing his present residence, unless Executive otherwise agrees in writing. For purposes of this Agreement, the term "Cleveland Canton, Ohio Metropolitan Area" shall encompass the City of Cleveland Canton and the territory within fifty fifteen (15) miles from that city in any direction. The Company will promptly pay (or reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of Executive's residences in connection with any such relocation to which Executive has consented. In connection with any such change of residences, the Company shall, at the request of Executive, purchase from Executive the residence which he is required to vacate; provided, however, that such request must be made within six months of his commencement of full-time employment at the Company's relocated executive offices. The purchase price of such residence shall be the average of the appraisals rendered by two appraisers retained by the Company, one of whom shall be selected by Executive. Executive acknowledges and agrees that, in connection with his employment hereunder, he may be required to travel on behalf of the Company. To the extent that any Executive relocation benefit program maintained by the Company, and in which Executive is entitled to participate, is more favorable to Executive than the provisions of this Agreement with respect to relocation, Executive shall be entitled to such additional relocation benefits. In furtherance and not in limitation of the foregoing, the Company acknowledges that Executive has not yet relocated his personal residence to be more proximate to the Company's principal executive offices. The Company agrees that should Executive determine to relocate to within the Canton, Ohio Metropolitan Area, he shall be entitled to the relocation benefits provided in this paragraph.

Position, Duties and Responsibilities. During the Term, the Company will employ Executive, and Executive shall serve agrees to be employed as the President and Chief Executive Officer of SoCal and the President and Chief Executive Officer of P138. In such employment capacity, Executive will have such duties and responsibilities as are noimally associated with such position and will report to SoCal's Executive Chairman of the Board (currently Xxxx X. Xxxx) or his designee. During the Term, and except as set forth on Schedule 1, Executive shall devote his entire business time, attention and energies to the business and affairs of the Company, to the performance of Executive's duties under this Agreement and to the promotion of the Company's interests. Notwithstanding the foregoing, subject to Section 11 below, nothing in this Agreement shall be responsible for construed to limit Executive's ability to provide services to or participate in non-profit, charitable or civic organizations or to manage personal investments, including personal investment vehicles, to the extent that such activities do not materially interfere with Executive's performance of his duties attendant to such office, which duties will be generally consistent with his position hereunder. Executive acknowledges that Executive's services as an executive officer President and Chief Executive Officer of the Company and which will generally utilize his experience with the Company prior to the date hereof, and such other managerial duties and responsibilities with the Company, its affiliates, subsidiaries or divisions as may be assigned by the Board of Directors of the Company (the "Board") and agreed to by Executive. Executive will report directly to the Chairman of the Board and the Board and, while the Company is a subsidiary of Waxman Industries, Inc. ("Waxman"), to the Co-Chairman of the Board and Co-Chief Executive Officers of Waxman. The Company intends that Executive will continue to be elected to and serve as a member of the Board. Executive shall also serve as an officer and/or member of the Board of Directors of any subsidiary or affiliate of the Company, if the Board should so request. constitute Executive's duties shall principal business activity. During the Term, the geographic location where Executive's primary office will be performed principally at located will be in the Company's executive principal offices which are located at 000 Xxxxx Xxx Xxxxxx Xxxxxx, Suite 130, Pasadena, CA 91101, but Executive may also work from any location Executive chooses. Notwithstanding the foregoing, the Company may from time to time require Executive to travel temporarily to other locations on the Company's business. At the Company's request, Executive will serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing. In the event that Executive serves in any one or more of such additional capacities, Executive's compensation will not be increased beyond that specified in this Agreement. In addition, in the Cleveland Metropolitan Area (event Executive's service in one or more of such additional capacities is terminated, Executive's compensation, as defined below)specified in this Agreement, and Executive shall will not be required to perform duties which would necessitate changing his present residence, unless diminished or reduced in any manner as a result of such termination for so long as Executive otherwise agrees in writing. For purposes remains employed under the terms of this Agreement, the term "Cleveland Metropolitan Area" shall encompass the City of Cleveland and the territory within fifty miles from that city in any direction. The Company will promptly pay (or reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of Executive's residences in connection with any such relocation to which Executive has consented. In connection with any such change of residences, the Company shall, at the request of Executive, purchase from Executive the residence which he is required to vacate; provided, however, that such request must be made within six months of his commencement of full-time employment at the Company's relocated executive offices. The purchase price of such residence shall be the average of the appraisals rendered by two appraisers retained by the Company, one of whom shall be selected by Executive. Executive acknowledges and agrees that, in connection with his employment hereunder, he may be required to travel on behalf of the Company. To the extent that any Executive relocation benefit program maintained by the Company, in which Executive is entitled to participate, is more favorable to Executive than the provisions of this Agreement with respect to relocation, Executive shall be entitled to such additional relocation benefits.

Position, Duties and Responsibilities. During the Term, the Company will employ Executive, and Executive shall serve agrees to be employed, as the President and Chief Executive Officer of the CompanySCC and Chief Executive Officer of Silvergate. In such employment capacity, and shall be responsible for the duties attendant to Executive will have such office, which duties will be generally consistent with his position as an executive officer of the Company and which will generally utilize his experience with the Company prior to the date hereof, and such other managerial duties and responsibilities as are normally associated with such position and will report to Boards of Directors of SCC and Silvergate, respectively (together, the Company“Board”). In addition, its affiliates, subsidiaries or divisions as may Company agrees to cause Executive to be assigned by elected to the Board of Directors of SCC and Silvergate during the Company (term of this Agreement. During the "Board") Term, and agreed to by Executive. except as set forth on Schedule 1, Executive will report directly shall devote his entire business time, attention and energies to the Chairman of the Board business and the Board and, while the Company is a subsidiary of Waxman Industries, Inc. ("Waxman"), to the Co-Chairman of the Board and Co-Chief Executive Officers of Waxman. The Company intends that Executive will continue to be elected to and serve as a member of the Board. Executive shall also serve as an officer and/or member of the Board of Directors of any subsidiary or affiliate affairs of the Company, if to the Board should so requestperformance of Executive’s duties under this Agreement and to the promotion of the Company’s interests. Executive's duties Notwithstanding the foregoing, subject to Section 11 below, nothing in this Agreement shall be performed principally at construed to limit Executive’s ability to provide services to or participate in non-profit, charitable or civic organizations or to manage personal investments, including personal investment vehicles, to the extent that such activities do not materially interfere with Executive’s performance of his duties hereunder. During the Term, the geographic location where Executive’s primary office will be located will be in the Company's executive ’s principal offices which are currently located at 0000 Xxxxxxxxx Xx., Xxxxx 000, Xx Xxxxx, XX 00000, but Executive may also work from any location Executive chooses as long as Executive has access to equipment and other resources necessary to perform Executive’s duties. Notwithstanding the foregoing, the Company may from time to time require Executive to travel temporarily to other locations on the Company’s business. At the Company’s request, Executive will serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing. In the event that Executive serves in any one or more of such additional capacities, Executive’s compensation will not be increased beyond that specified in this Agreement. In addition, in the Cleveland Metropolitan Area (event Executive’s service in one or more of such additional capacities is terminated, Executive’s compensation, as defined below)specified in this Agreement, and Executive shall will not be required to perform duties which would necessitate changing his present residence, unless diminished or reduced in any manner as a result of such termination for so long as Executive otherwise agrees in writing. For purposes remains employed under the terms of this Agreement, the term "Cleveland Metropolitan Area" shall encompass the City of Cleveland and the territory within fifty miles from that city in any direction. The Company will promptly pay (or reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of Executive's residences in connection with any such relocation to which Executive has consented. In connection with any such change of residences, the Company shall, at the request of Executive, purchase from Executive the residence which he is required to vacate; provided, however, that such request must be made within six months of his commencement of full-time employment at the Company's relocated executive offices. The purchase price of such residence shall be the average of the appraisals rendered by two appraisers retained by the Company, one of whom shall be selected by Executive. Executive acknowledges and agrees that, in connection with his employment hereunder, he may be required to travel on behalf of the Company. To the extent that any Executive relocation benefit program maintained by the Company, in which Executive is entitled to participate, is more favorable to Executive than the provisions of this Agreement with respect to relocation, Executive shall be entitled to such additional relocation benefits.

Position, Duties and Responsibilities. During the Term, Executive shall serve as the President of Barnett, and as Vice President of the Company, and shall be responsible for responsixxx xxx the duties attendant to such office, which duties will be generally consistent with his position and duties as an executive officer of the Company and which will generally utilize his experience with the Company Barnett prior to the date hereof, and such other managerial duties and responsibilities axx xxxxonsibilities with the CompanyBarnett, its affiliates, subsidiaries or divisions as may be assigned by the assignex xx xxe Board of Directors of the Company (the "Board") or the President and Chief Operating Officer of the Company and agreed to by Executive. Executive will report directly to the Chairman of the Board and the Board and, while the Company is a subsidiary of Waxman Industries, Inc. ("Waxman"), to the Co-Chairman of the Board and Co-Chief Executive Officers of Waxman. The Company intends and Barnett intend that Executive will continue to be elected to and serve as a member of xxx Xxxrd of Directors of Barnett (the "Barnett Board") and shall also serve as a member of thx Xxxxx. Executive shall Execuxxxx xxall also serve as an officer and/or member of the Board of Directors of any subsidiary or affiliate of the Company, if the Board should so request. Executive's duties shall be performed principally at the CompanyBarnett's executive offices which are located in the Cleveland Metropolitan Jacksonville Mexxxxxxxxxn Area (as defined below), and Executive shall not be required to perform duties which would necessitate changing his present residence, unless Executive otherwise agrees in writing. For purposes of this Agreement, the term "Cleveland Jacksonville Metropolitan Area" shall encompass the City of Cleveland Jacksonville and the territory within fifty twenty (20) miles from that city in any direction. The Company will promptly pay (or reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of Executive's residences in connection with any such relocation to which Executive has consented. In connection with any such change of residences, the Company shall, at the request of Executive, purchase from Executive the residence which he is required to vacate; provided, however, that such request must be made within six months of his commencement of full-time employment at the Company's relocated executive offices. The purchase price of such residence shall be the average of the appraisals rendered by two appraisers retained by Barnett or the Company, one of whom shall be selected by Executive. Xx xxx extent that any Executive relocation benefit program maintained by the Company or Barnett, and in which Executive is entitled to participate, is more xxxxxxxle to Executive than the provisions of this Agreement with respect to relocation, Executive shall be entitled to such additional relocation benefits. Executive acknowledges and agrees that, in connection with his employment hereunder, he may be required to travel on behalf of the Company. To the extent that any Executive relocation benefit program maintained by the Company, in which Executive is entitled to participate, is more favorable to Executive than the provisions of this Agreement with respect to relocation, Executive shall be entitled to such additional relocation benefitsCompany and/or Barnett.

Position, Duties and Responsibilities. (a) During the TermTerm of Employment, Executive shall serve as the Executive Vice President & Chief Human Resources Officer, reporting to the President & Chief Executive Officer (the “CEO”), and shall perform such lawful duties as are customarily associated with such position in a company of the size and nature of the Company. In this position, and Executive shall be responsible for the duties attendant to such office, which duties will be generally consistent with his position as an executive officer of the Company and which will generally utilize his experience with the Company prior to the date hereof, and such other managerial duties and responsibilities with leading all human resources (“HR”) related activities across the Company, its affiliates, subsidiaries or divisions as may be assigned by the Board of Directors of the Company Subsidiaries (the "Board") and agreed to by Executive. Executive will report directly to the Chairman of the Board and the Board and, while the Company is a subsidiary of Waxman Industries, Inc. ("Waxman"), to the Co-Chairman of the Board and Co-Chief Executive Officers of Waxman. The Company intends that Executive will continue to be elected to and serve as a member of the Board. Executive shall also serve as an officer and/or member of the Board of Directors of any subsidiary or affiliate of the Company, if the Board should so request. Executive's duties shall be performed principally at the Company's executive offices which are located in the Cleveland Metropolitan Area (as defined below), and Executive shall not be required to perform duties which would necessitate changing his present residenceits Affiliates (defined below) (collectively, unless Executive otherwise agrees in writing. For purposes of this Agreement, the term "Cleveland Metropolitan Area" shall encompass the City of Cleveland and the territory within fifty miles from that city in any direction. The Company will promptly pay (or reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of Executive's residences in connection with any such relocation to which Executive has consented. In connection with any such change of residences, the Company shall, at the request of Executive, purchase from Executive the residence which he is required to vacate; provided, however, that such request must be made within six months of his commencement of full-time employment at the Company's relocated executive offices. The purchase price of such residence shall be the average of the appraisals rendered by two appraisers retained by the Company, one of whom shall be selected by Executive. Executive acknowledges Subsidiaries, and agrees thatAffiliates are referred to herein as the “Enterprise”), in connection with his employment hereunder, he may be required to travel on behalf and serving as the architect of the Enterprise’s HR vision. This includes but is not limited to: serving as a strategic business partner to the CEO to drive enhancement of the business and global HR strategy, and could also include the following: developing human capital plans and tactics that will drive improvement across the Enterprise; collaborating with other leaders in the organization to build and xxxxxx a deep roster of strong talent across the Enterprise; identifying successors to key roles in the organization based on a rigorous understanding of capabilities, experience, motivation, and career development needs; creating uniquely tailored career development plans for employees across the Enterprise; serving as the subject matter expert and key advisor to the CEO on strategic organizational design and effectiveness, workforce planning, leadership talent, executive compensation, and succession planning; ensuring that the Company’s business, strategy, plans, and performance are supported by a well-conceived and executed HR strategy; utilizing the latest tools to generate insight and identify areas of opportunity; leading an organization with methods and actions that are ethical and in full compliance with all applicable laws, regulations, and Company policies; identifying compliance risks and taking actions necessary to eliminate or minimize risks; and creating a compliance culture within the organization and fostering an environment where employees feel comfortable reporting potential violations or misconduct. To If at any time during the extent that any Term of Employment Executive relocation benefit program maintained by assumes a position other than Executive Vice President of Human Resources for the Company, in which Executive is entitled to participate, is more favorable to Executive than the provisions any of this Agreement with respect to relocationits Subsidiaries or any of its Affiliates, Executive shall be entitled to such additional relocation benefits.expressly understands and agrees that this Section

Position, Duties and Responsibilities. During (a) Commencing on the Effective Date and continuing for the Initial Term, the Executive shall serve be employed as the President Chairman of the Company, Board and shall Chief Executive Officer of the Company and be responsible for the duties attendant to such officegeneral management of the affairs of the Company. During the remainder of the Employment Period, which duties will the Executive shall be generally consistent with his position employed as an the non-executive officer Chairman of the Board of the Company and which will generally utilize his experience with the Company prior to the date hereof, and shall have such other managerial duties and responsibilities with for the Company, its affiliates, subsidiaries or divisions management of the Company as may shall be assigned to him from time to time by the Board of Directors of the Company; provided that such duties and responsibilities shall not be inconsistent with those that could reasonably be expected to be performed by a part-time senior executive of a major corporation; and provided, further, that, notwithstanding the termination of the Initial Term, the Company (the "Board") and agreed shall continue to by Executive. Executive will report directly provide to the Chairman of the Board Executive executive office space and the Board and, while the Company is a subsidiary of Waxman Industries, Inc. ("Waxman"), secretarial support comparable to that made available to the Co-Chairman of Executive during the Board and Co-Chief Executive Officers of WaxmanInitial Term. The Company intends that Executive will continue to be has heretofore been elected to and serve as a member of the Board. Executive shall also serve as an officer and/or member of the Board of Directors of the Company. The Executive, in carrying out his duties under this Agreement, shall report to the Board. During the Initial Term, the Executive shall devote his full business time and attention to the business and affairs of the Company and shall use his best efforts, skills and abilities to promote its interests. During the remainder of the Employment Period, the Executive shall devote one-half of his business time and attention to the business and affairs of the Company and shall use his best efforts, skills and abilities to promote its interests. It is the intent of the Company and the Executive that there shall not occur a Separation from Service (as defined in Section 9(i) hereof) with respect to the Executive until the end of the Employment Period. To that end, and notwithstanding the end of the Initial Term, the giving of any subsidiary notice pursuant to Section 2 or affiliate the provisions of Section 3(b) hereof, the Executive agrees to use his best efforts to continue to provide to the Company until the end of the Employment Period, and the Company agrees to use its best efforts to utilize, such services of the Executive as may be necessary to ensure that there will not be a Separation from Service with respect to the Executive prior to the end of the Employment Period. The Company hereby agrees that so long as the Executive, members of his immediate family (including his wife, his children and their spouses and his grandchildren) or entities controlled by the Executive and/or the members of his immediate family are the beneficial owners of at least 25% of the issued and outstanding shares of common stock of the Company, if any policy of the Board should so request. Executive's duties shall be performed principally Company requiring the resignation of a director or the termination of the services of a person as a director of the Company at the Company's executive offices which are located in the Cleveland Metropolitan Area (as defined below), and Executive age 72 shall not be required apply to perform duties which would necessitate changing his present residence, unless Executive otherwise agrees in writing. For purposes of this Agreement, the term "Cleveland Metropolitan Area" shall encompass the City of Cleveland and the territory within fifty miles from that city in any direction. The Company will promptly pay (or reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of Executive's residences in connection with any such relocation to which Executive has consented. In connection with any such change of residences, the Company shall, at the request of Executive, purchase from Executive the residence which he is required to vacate; provided, however, that such request must be made within six months of his commencement of full-time employment at the Company's relocated executive offices. The purchase price of such residence shall be the average of the appraisals rendered by two appraisers retained by the Company, one of whom shall be selected by Executive. Executive acknowledges and agrees that, in connection with his employment hereunder, he may be required to travel on behalf of the Company. To the extent that any Executive relocation benefit program maintained by the Company, in which Executive is entitled to participate, is more favorable to Executive than the provisions of this Agreement with respect to relocation, Executive shall be entitled to such additional relocation benefits.

Position, Duties and Responsibilities. During the Term, Executive shall serve as be nominated and elected to be a member of the Board of Directors and President and Chief Executive Officer of the Company, and shall be responsible for the duties attendant to such office, which duties will be generally consistent with his position as an executive officer of the Company and which will generally utilize his experience with the Company prior to the date hereof, and such other managerial duties and responsibilities with the Company, its affiliates, subsidiaries or divisions as may be assigned by the Board of Directors of the Company (the "Board") and agreed to by Executive. Executive will report directly reporting to the Chairman of the Board and the Board and, while the Company is a subsidiary of Waxman Industries, Inc. ("Waxman"), to the Co-Chairman as of the Board Effective Date of this Agreement. Executive shall assume and Co-begin performing the duties of these offices as of the Effective Date and shall, during his tenure as Chief Executive Officers Officer, be an ex-officio member of Waxman. The Company intends that Executive will continue to be elected to and serve as a member each committee of the Board. Upon the earlier of (a) July 1, 2002 (which is the expected retirement date of the current Chairman of the Board) or (b) such earlier date as the current Chairman ceases to be Chairman for any reason, Executive shall also be nominated and upon election shall assume the duties of Chairman of the Board, as well as continue as its Chief Executive Officer, and shall serve thereafter in those capacities at the pleasure of the Board. To the extent Executive's service as an officer and/or member or director of the Company, or appointment to Chairman of the Board, is contingent on a favorable vote of the shareowners or the Board, it is expressly understood that any failure to secure such a favorable vote shall not relieve the Company of its obligation to make the payments or to provide the benefits described herein. During Executive's Term of Employment, Executive shall have the powers, duties and responsibilities as are customarily assigned to the Chief Executive Officer and, as applicable, to the President, and after election as Chairman of the Board, shall also have the powers, duties and responsibilities as are customarily assigned to such position, and such other duties and responsibilities not inconsistent therewith as may from time to time be assigned to him by the Board. During the Term of Employment, Executive shall devote substantially all of his business time and attention to the business and affairs of the Company and shall use his best efforts, skills and abilities to promote its interests. During the Term of Employment, Executive shall not, without the consent of the Board of Directors Directors, engage, directly or indirectly, in any other business for compensation or profit except that he may, with the approval of the Board of Directors, serve as a director of any subsidiary or affiliate other corporation which, on the advice of counsel for the Company, if is not considered to be in competition with the Board should so request. Executive's duties shall be performed principally at the Company's executive offices which are located in the Cleveland Metropolitan Area (as defined below)Company for purposes of antitrust laws, and Executive he may receive compensation therefor. Notwithstanding the foregoing, it shall not be required to perform duties which would necessitate changing his present residence, unless Executive otherwise agrees in writing. For purposes of this Agreement, the term "Cleveland Metropolitan Area" shall encompass the City of Cleveland and the territory within fifty miles from that city in any direction. The Company will promptly pay (or reimburse Executive for) all reasonable moving expenses incurred by Executive relating to considered a change of Executive's residences in connection with any such relocation to which Executive has consented. In connection with any such change of residences, the Company shall, at the request of Executive, purchase from Executive the residence which he is required to vacate; provided, however, that such request must be made within six months of his commencement of full-time employment at the Company's relocated executive offices. The purchase price of such residence shall be the average of the appraisals rendered by two appraisers retained by the Company, one of whom shall be selected by Executive. Executive acknowledges and agrees that, in connection with his employment hereunder, he may be required to travel on behalf of the Company. To the extent that any Executive relocation benefit program maintained by the Company, in which Executive is entitled to participate, is more favorable to Executive than the provisions violation of this Agreement with respect for Executive to relocationmanage his personal investments or serve on industry, Executive shall be entitled to civic or charitable boards or committees, so long as such additional relocation benefits.activities do not

Position, Duties and Responsibilities. During the Term, Executive shall serve as the President Chief Financial Officer of the Company, and shall be responsible for the duties attendant to such office, which duties will be generally consistent with his position as an executive officer of the Company and which will generally utilize his experience with the Company prior to the date hereof, and such other managerial duties and responsibilities with the Company, its affiliates, subsidiaries or divisions as may be assigned by the Chief Executive Officer and/or the Board of Directors of the Company (the "Board") consistent with Executive's position, duties and agreed to by Executiveresponsibilities with the Company. Executive will report directly to the Chairman of the Board and the Board and, while the Company is a subsidiary of Waxman Industries, Inc. ("Waxman"), to the Co-Chairman of the Board and Co-Chief Executive Officers of Waxman. The Company intends that Executive will continue to be elected to and serve as a member of the Board. Executive shall also serve as an officer and/or member of the Board of Directors of any subsidiary or affiliate Officer of the Company, if the Board should so request. Executive's duties shall be performed principally at the Company's executive offices which are located in the Cleveland Canton, Ohio Metropolitan Area (as defined below), and Executive shall not be required to perform duties which would necessitate changing his present residenceresidence (which Executive acknowledges is not required in connection with his entering into this Agreement), unless Executive otherwise agrees in writing. The Company shall reimburse Executive for his reasonable out of pocket expenses incurred in spending nights in Canton, Ohio in connection with his responsibilities under this Agreement. For purposes of this Agreement, the term "Cleveland Canton, Ohio Metropolitan Area" shall encompass the City of Cleveland Canton and the 2 territory within fifty fifteen (15) miles from that city in any direction. The Company will promptly pay (or reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of Executive's residences in connection with any such relocation to which Executive has consented. In connection with any such change of residences, the Company shall, at the request of Executive, purchase from Executive the residence which he is required to vacate; provided, however, that such request must be made within six months of his commencement of full-time employment at the Company's relocated executive offices. The purchase price of such residence shall be the average of the appraisals rendered by two appraisers retained by the Company, one of whom shall be selected by Executive. Executive acknowledges and agrees that, in connection with his employment hereunder, he may be required to travel on behalf of the Company. To the extent that any Executive relocation benefit program maintained by the Company, in which Executive is entitled to participate, is more favorable to Executive than the provisions of this Agreement with respect to relocation, Executive shall be entitled to such additional relocation benefits.

Position, Duties and Responsibilities. During the Term, Executive shall serve as the President and Chief Executive Officer of the Company, and shall be responsible for the duties attendant to such office, which duties will be generally consistent with his position as an executive officer of the Company and which will generally utilize his experience with the Company prior to the date hereof, and such other managerial duties and responsibilities with the Company, its affiliates, subsidiaries or divisions as may be assigned by the Chairman of the Board of Directors and/or the Board of Directors of the Company (the "Board") consistent with Executive's position, duties and agreed to by Executiveresponsibilities with the Company. Executive will report directly to the Chairman of the Board and the Board and, while the Company is a subsidiary of Waxman Industries, Inc. ("Waxman"), to the Co-Chairman of the Board and Co-Chief Executive Officers of WaxmanBoard. The Company intends that Executive will will, and the Company shall use its best efforts to cause Executive to, continue to be elected to and serve as a member of the Board. Executive shall also serve as an officer and/or member of the Board of Directors of any subsidiary or affiliate of the Company, if the Board should so request; provided, that the duties, authority and responsibilities of Executive with such subsidiaries or affiliates shall be commensurate, and in all events not less than, Executive's duties, authority and responsibilities with the Company as set forth in this Agreement. Executive's duties shall be performed principally at the Company's executive offices which are located in the Cleveland Canton, Ohio Metropolitan Area (as defined below), and Executive shall not be required to perform duties which would necessitate changing his present residence, unless Executive otherwise agrees in writing. For purposes of this Agreement, the term "Cleveland Canton, Ohio Metropolitan Area" shall encompass the City of Cleveland Canton and the territory within fifty fifteen (15) miles from that city in any direction. The Company will promptly pay (or reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of Executive's residences in connection with any such relocation to which Executive has consented. In connection with any such change of residences, the Company shall, at the request of Executive, purchase from Executive the residence which he is required to vacate; provided, however, that such request must be made within six months of his commencement of full-time employment at the Company's relocated executive offices. The purchase price of such residence shall be the average of the appraisals rendered by two appraisers retained by the Company, one of whom shall be selected by Executive. Executive acknowledges and agrees that, in connection with his employment hereunder, he may be required to travel on behalf of the Company. To the extent that any Executive relocation benefit program maintained by the Company, in which Executive is entitled to participate, is more favorable to Executive than the provisions of this Agreement with respect to relocation, Executive shall be entitled to such additional relocation benefits.

Position, Duties and Responsibilities. During the Term, Executive shall serve as the Vice President of the Company, and shall be responsible for the duties attendant to such office, which duties will be generally consistent with his position as an executive officer of the Company and which will generally utilize his experience with the Company prior to the date hereof, and such other managerial duties and responsibilities with the Company, its affiliates, subsidiaries or divisions as may be assigned by the President and Chief Executive Officer of the Company and/or the Board of Directors of the Company (the "Board") consistent with Executive's position, duties and agreed to by Executiveresponsibilities with the Company. Executive will report directly to the Chairman President and Chief Executive Officer of the Board and the Board andCompany, while the Company is a subsidiary of Waxman Industries, Inc. ("Waxman"), as well as to the Co-Chairman of the Board and Co-Chief Executive Officers of Waxman. The Company intends that Executive will continue to be elected to and serve as a member of the Board. Executive shall also serve as an officer and/or member of the Board of Directors of any subsidiary or affiliate of the Company, if the Board should so request; provided, that the duties, authority and responsibilities of Executive with such subsidiaries or affiliates shall be commensurate, and in all events not less than, Executive's duties, authority and responsibilities with the Company as set forth in this Agreement. Executive's duties shall be performed principally at the Company's executive offices which are located in the Cleveland Canton, Ohio Metropolitan Area (as defined below), and Executive shall not be required to perform duties which would necessitate changing his present residence, unless Executive otherwise agrees in writing. For purposes of this Agreement, the term "Cleveland Canton, Ohio Metropolitan Area" shall encompass the City of Cleveland Canton and the territory within fifty fifteen (15) miles from that city in any direction. The Company will promptly pay (or reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of Executive's residences in connection with any such relocation to which Executive has consented. In connection with any such change of residences, the Company shall, at the request of Executive, purchase from Executive the residence which he is required to vacate; provided, however, that such request must be made within six months of his commencement of full-time employment at the Company's relocated executive offices. The purchase price of such residence shall be the average of the appraisals rendered by two appraisers retained by the Company, one of whom shall be selected by Executive. Executive acknowledges and agrees that, in connection with his employment hereunder, he may be required to travel on behalf of the Company. To the extent that any Executive relocation benefit program maintained by the Company, in which Executive is entitled to participate, is more favorable to Executive than the provisions of this Agreement with respect to relocation, Executive shall be entitled to such additional relocation benefits.

Position, Duties and Responsibilities. During the Term, as of June 8, 1998, Executive shall serve as the President and Chief Executive Officer of the Company, and shall be responsible for the duties attendant to such office, which duties will be generally consistent with his position as an executive officer of the Company and which will generally utilize his experience with the Company prior to the date hereof, and such other managerial duties and responsibilities with the Company, its affiliates, subsidiaries or divisions as may be assigned by the Chairman of the Board of Directors and/or the Board of Directors of the Company (the "Board") consistent with Executive's position, duties and agreed to by Executiveresponsibilities with the Company. Executive will report directly to the Chairman of the Board and the Board and, while the Company is a subsidiary of Waxman Industries, Inc. ("Waxman"), to the Co-Chairman of the Board and Co-Chief Executive Officers of WaxmanBoard. The Company intends that Executive will continue will, and the Company shall use its best efforts to cause Executive to, be elected to and serve as a member of the Board. Executive shall also serve as an officer and/or member of the Board of Directors of any subsidiary or affiliate of the Company, if the Board should so request; provided, that the duties, authority and responsibilities of Executive with such subsidiaries or affiliates shall be commensurate, and in all events not less than, Executive's duties, authority and responsibilities with the Company as set forth in this Agreement. Executive's duties shall be performed principally at the Company's executive offices which are located in the Cleveland Canton, Ohio Metropolitan Area (as defined below), and Executive shall not be required to perform duties which would necessitate changing his present residenceresidence (which Executive acknowledges is not required in connection with his entering into this Agreement), unless Executive otherwise agrees in writing. For purposes of this Agreement, the term "Cleveland Canton, Ohio Metropolitan Area" shall encompass the City of Cleveland Canton and the territory within fifty fifteen (15) miles from that city in any direction. The Company will promptly pay (or reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of Executive's residences in connection with any such relocation to which Executive has consented. In connection with any such change of residences, the Company shall, at the request of Executive, purchase from Executive the residence which he is required to vacate; provided, however, that such request must be made within six months of his commencement of full-time employment at the Company's relocated executive offices. The purchase price of such residence shall be the average of the appraisals rendered by two appraisers retained by the Company, one of whom shall be selected by Executive. Executive acknowledges and agrees that, in connection with his employment hereunder, he may be required to travel on behalf of the Company. To the extent that any Executive relocation benefit program maintained by the Company, in which Executive is entitled to participate, is more favorable to Executive than the provisions of this Agreement with respect to relocation, Executive shall be entitled to such additional relocation benefits.