Common use of Capacity and Performance Clause in Contracts

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as the Chief Executive Officer, reporting to the Board. (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive shall have the duties and responsibilities assigned to her positions and offices by the Board from time to time and such other duties and responsibilities, reasonably consistent with the positions and offices, with respect to the business operations of the Company and its Immediate Affiliates (as defined below), as may be assigned by the Board from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the Company’s offices, either in Novato, California, USA, or in Palo Alto, California, USA, as of the Effective Date (the “California Locations”) or such other site as the Company may select from time to time, provided such site is within twenty (20) miles of the California Locations, unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote her business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Immediate Affiliates and to the discharge of her duties and responsibilities to them hereunder. During the term of this Agreement, the Executive may engage in management of her personal business investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with her performance of her duties and responsibilities hereunder. It is agreed that the Executive shall not engage in any outside business activity that would constitute a conflict of interest or interfere with the Executive’s obligations or performance of the Executive’s duties to the Company.

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as the Chief Executive Operations Officer, reporting to the Boardchief executive officer of the Company (the “CEO”). (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive She shall have the duties and responsibilities assigned to her positions and offices position by the Board Company from time to time and such other duties and responsibilities, reasonably consistent with the positions and officesher position, with respect to the business Supply Chain, manufacturing, distribution, sourcing, information technology, apparel and related operations of the Company and its Immediate Affiliates (as defined below)Affiliates, as may be assigned by the Board Company from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s officesoffices in Van Nuys, either in Novato, California, USA, or in Palo Alto, California, USA, California as of the Effective Date (the “California LocationsVan Nuys Location”) or such other site as the Company may select from time to time, provided such site is within twenty no more than thirty-five (2035) miles of from the California Locations, Van Nuys Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote her full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Immediate Affiliates and to the discharge of her duties and responsibilities to them hereunder. During the term of this Agreement, the Executive may engage in passive management of her personal business investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with her performance of her duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person or engage in any outside other business activity without the prior approval of the CEO. It also is agreed that would constitute a conflict if the Board of interest Directors of the Company (the “Board”) or interfere the CEO subsequently determines, and gives notice to the Executive, that any such membership or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 7, Section 8 or performance Section 9 of this Agreement or gives rise to a material conflict of interest, the Executive’s duties to Executive shall cease such activity promptly following notice from the Company.

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as the President & Chief Executive OfficerOfficer and the Chairman of the Board, reporting to the Board. (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive He shall have the duties and responsibilities assigned to her his positions and offices by the Board from time to time and such other duties and responsibilities, reasonably consistent with the those positions and offices, with respect to the business operations of the Company and its Immediate Affiliates (as defined below), as may be assigned by the Board from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices, either in Novato, California, USA, or offices in Palo Alto, California, USA, California as of the Effective Date (the “California LocationsPalo Alto Location”) or such other site as the Company may select from time to time, provided such site is within twenty no more than thirty-five (2035) miles of from the California Locations, Palo Alto Location unless the Executive has expressly consented in writing thereto. GigOptix, Inc. ¡ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ¡ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ phone: ▇▇▇.▇▇▇.▇▇▇▇ ¡ fax: ▇▇▇.▇▇▇.▇▇▇▇ ¡ ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ (d) During the term hereof, the Executive shall devote her his full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Immediate Affiliates and to the discharge of her his duties and responsibilities to them hereunderthem. During the term of this Agreement, the Executive may engage in passive management of her his personal business investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with her his performance of her his duties and responsibilities hereunderthe Company and its Immediate Affiliates. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person or engage in any outside other business activity without the prior approval of the Board. It also is agreed that would constitute a conflict of interest if the Board subsequently determines, and gives notice to the Executive, that any such membership or interfere activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 6, Section 7 or performance Section 8 of this Agreement or gives rise to a material conflict of interest or otherwise materially interferes with the Executive’s duties and responsibilities to the Company and its Immediate Affiliates as set forth in this Section 2, the Executive shall cease such activity promptly following notice from the Company.

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as the President &Chief Executive OfficerOfficer and the Chairman of the Board, reporting to the Board. (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive He shall have the duties and responsibilities assigned to her his positions and offices by the Board from time to time and such other duties and responsibilities, reasonably consistent with the those positions and offices, with respect to the business operations of the Company and its Immediate Affiliates (as defined below), as may be assigned by the Board from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s officesoffices in San Jose, either in Novato, California, USA, or in Palo Alto, California, USA, California as of the Effective Date (the “California LocationsSan ▇▇▇▇ Location”) or such other site as the Company may select from time to time, provided such site is within twenty no more than thirty-five (2035) miles of from the California Locations, San ▇▇▇▇ Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote her his full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Immediate Affiliates and to the discharge of her his duties and responsibilities to them hereunderthem. During the term of this Agreement, the Executive may engage in passive management of her his personal business investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with her his performance of her his duties and responsibilities hereunderthe Company and its Immediate Affiliates. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person or engage in any outside other business activity without the prior approval of the Board. It also is agreed that would constitute a conflict of interest if the Board subsequently determines, and gives notice to the Executive, that any such membership or interfere activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 6, Section 7 or performance Section 8 of this Agreement or gives rise to a material conflict of interest or otherwise materially interferes with the Executive’s duties and responsibilities to the Company and its Immediate Affiliates as set forth in this Section 2, the Executive shall cease such activity promptly following notice from the Company.

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as the its Chief Executive Officer. In addition, reporting and without further compensation, the Executive shall serve as a director and/or officer of one or more of the Company’s Affiliates (as defined in Section 11 below) if so elected or appointed from time to time. During the Boardterm hereof, the Company shall maintain executive offices for the Executive in San Francisco, California. (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive basis and shall have the perform such duties and responsibilities assigned to her positions and offices by the Board from time to time and such other duties and responsibilities, reasonably consistent with the positions and offices, with respect to the business operations on behalf of the Company and its Immediate Affiliates (Affiliates, including serving as defined below)Chief Executive Officer of the Parent, as may be assigned designated from time to time by the Board from time to timeof Directors of the Company (the “Board”) or by its designees. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the Company’s offices, either in Novato, California, USA, or in Palo Alto, California, USA, as of the Effective Date (the “California Locations”) or such other site as the Company may select from time to time, provided such site is within twenty (20) miles of the California Locations, unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote her full business time and her best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Immediate Affiliates and to the discharge of her duties and responsibilities to them hereunder. During The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Board in writing; provided that Executive shall be entitled to (i) continue her membership and current level of involvement in the Young Presidents Organization, (ii) join two additional corporate boards of an entity that is not a competitor of the Company and devote a reasonable amount of time to activities as a member of such board of directors and (iii) continue her membership and current level of involvement in an advisory capacity with JH Partners, LLC. (d) The Company agrees to propose to the shareholders of the Company at each appropriate Annual Meeting of such shareholders during the term hereof the election or reelection of the Executive may engage in management as a member of her personal business investments and in the Board, provided that the Executive is otherwise eligible for such community and charitable activities as do not individually election; however, the failure of the shareholders to so elect or in the aggregate give rise to a conflict of interest or otherwise interfere with her performance of her duties and responsibilities hereunder. It is agreed that reelect the Executive shall not engage in any outside business activity that would constitute a conflict of interest or interfere with Good Reason for termination by the Executive’s obligations or performance of the Executive’s duties to the CompanyExecutive hereunder.

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as the Chief Executive Officer, its Senior VP of Operations reporting to the Boardchief executive officer of the Company (the “CEO”). (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive shall have the duties and responsibilities assigned to her positions and offices the position by the Board Company from time to time and such other duties and responsibilities, reasonably consistent with the positions and officesposition, with respect to the business operations of the Company and its Immediate Affiliates (as defined below)Company, as may be assigned by the Board Company from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s officesoffices in San Jose, either in Novato, California, USA, or in Palo Alto, California, USA, California as of the Effective Date (the “California LocationsLocation”) or such other site as the Company may select from time to time, provided such site is within twenty no more than thirty-five (2035) miles of from the California Locations, Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote her full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Immediate Affiliates and to the discharge of her the duties and responsibilities to them hereunder. During the term of this Agreement, the Executive may engage in passive management of her personal business investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with her the performance of her the duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person or engage in any outside other business activity without the prior approval of the CEO. It also is agreed that would constitute a conflict of interest if the CEO subsequently determines, and gives notice to the Executive, that any such membership or interfere activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 6, Section 7 or performance Section 8 of this Agreement or gives rise to a material conflict of interest, the Executive’s duties to Executive shall cease such activity promptly following notice from the Company.

Capacity and Performance. (a) During the term hereofTerm of this Agreement, the Executive shall be appointed as and serve as the Company’s Chairman, President and Chief Executive Officer. In addition, and without further compensation, the Executive shall serve as a director and/or officer of one or more of the Company’s Immediate Affiliates (as defined in Section 9 hereof) if so elected or appointed from time to time. At the request of the Board, upon termination of his employment with the Company for any reason, the Executive shall resign as a member of the Board and as Chairman and his offices as President and Chief Executive OfficerOfficer of the Company and shall resign from any other positions, reporting to offices and directorships he may have with the BoardCompany or any of its Immediate Affiliates. (b) During the term hereofTerm of this Agreement, the Executive shall be employed by the Company on a full-time basis. The Executive basis and shall have perform the duties and responsibilities assigned to her of his positions and offices by the Board from time to time and such other duties and responsibilities, reasonably consistent with the positions and offices, with respect to the business operations responsibilities on behalf of the Company and its Immediate Affiliates (as defined below)Affiliates, reasonably related to one or more of his positions and offices, as may be assigned to him from time to time by the Board from time to timeor a designated committee thereof. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the Company’s offices, either in Novato, California, USA, or in Palo Alto, California, USA, as of the Effective Date (the “California Locations”) or such other site as the Company may select from time to time, provided such site is within twenty (20) miles of the California Locations, unless the Executive has expressly consented in writing thereto. (d) During the term hereofTerm of this Agreement, the Executive shall devote her his full business time time, except as otherwise provided in this Section 3(c), and his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Immediate Affiliates and to the discharge of her his duties and responsibilities to them hereunder. During the term of this Agreement, the The Executive may engage in the passive management of her his personal business and family investments and in charitable and community activities; provided that such community activities, and charitable activities as any memberships on board of directors or other governing boards other than those of the Company and its Immediate Affiliates authorized by the Board, do not not, individually or in the aggregate aggregate, give rise to a conflict of interest or otherwise materially interfere with her his performance of her his duties and responsibilities hereunderto the Company and its Affiliates under this Agreement or the time required for their performance or breach his obligations set forth in the agreement between the Company and the Executive entitled “Employee Non-Disclosure, Non-Competition and Inventions Agreement” dated as of December 14, 2011 (the “Employee Agreement”). It is agreed that the The Executive shall not accept membership on any board of directors or other governing board of any Person or engage in any outside other business activity that would constitute a conflict of interest or interfere with without the Executive’s obligations or performance prior express written approval of the Executive’s duties Board. (d) The Company agrees to propose to the shareholders of the Company at each appropriate annual meeting of such shareholders during the Term of this Agreement (for the avoidance of doubt, not including the Company’s annual shareholder meeting in 2020) the reelection of the Executive as a member of the Board.

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as the Chief Executive Officer, its VP and CFO reporting to the Boardchief executive officer of the Company (the “CEO”). (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive shall have the duties and responsibilities assigned to her positions and offices the position by the Board Company from time to time and such other duties and responsibilities, reasonably consistent with the positions and officesposition, with respect to the business operations of the Company and its Immediate Affiliates (as defined below)Company, as may be assigned by the Board Company from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices, either offices in NovatoSan Jose, California, USA, or in Palo Alto, California, USA, USA as of the Effective Date (the “California LocationsLocation”) or such other site as the Company may select from time to time, provided such site is within twenty no more than thirty-five (2035) miles of from the California Locations, Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote her his full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Immediate Affiliates and to the discharge of her his duties and responsibilities to them hereunder. During the term of this Agreement, the Executive may engage in passive management of her his personal business investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with her his performance of her his duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 12 hereof) or engage in any outside other business activity without the prior approval of the CEO. It also is agreed that would constitute a conflict of interest if the CEO subsequently determines, and gives notice to the Executive, that any such membership or interfere activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 6, Section 7 or performance Section 8 hereof or gives rise to a material conflict of interest, the Executive’s duties to Executive shall cease such activity promptly following notice from the Company.

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as the its Chief Executive Officer, Operating Officer reporting to the Boardchief executive officer of the Company (the “CEO”). (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive shall have the duties and responsibilities assigned to her positions and offices the position by the Board Company from time to time and such other duties and responsibilities, reasonably consistent with the positions and officesposition, with respect to the business operations of the Company and its Immediate Affiliates (as defined below)Company, as may be assigned by the Board Company from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices, either offices in NovatoSan Jose, California, USA, or in Palo Alto, California, USA, USA as of the Effective Date (the “California LocationsLocation”) or such other site as the Company may select from time to time, provided such site is within twenty no more than thirty-five (2035) miles of from the California Locations, Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote her full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Immediate Affiliates and to the discharge of her duties and responsibilities to them hereunder. During the term of this Agreement, the Executive may engage in passive management of her personal business investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with her the performance of her duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 12 hereof) or engage in any outside other business activity without the prior approval of the CEO. It also is agreed that would constitute a conflict if the Board of interest Directors of the Company (the “Board”) or interfere CEO subsequently determines, and gives notice to the Executive, that any such membership or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 6, Section 7 or performance Section 8 hereof or gives rise to a material conflict of interest, the Executive’s duties to Executive shall cease such activity promptly following notice from the Company.

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as the Chief Executive OfficerFinancial Officer and Senior Vice President, reporting to the Boardchief executive officer of the Company (the “CEO”). (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive He shall have the duties and responsibilities assigned to her positions and offices his position by the Board Company from time to time and such other duties and responsibilities, reasonably consistent with the positions and officeshis position, with respect to the business operations of the Company and its Immediate Affiliates (as defined below)Company, as may be assigned by the Board Company from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s officesoffices in San Jose, either in Novato, California, USA, or in Palo Alto, California, USA, California as of the Effective Date (the “California LocationsSan ▇▇▇▇ Location”) or such other site as the Company may select from time to time, provided such site is within twenty no more than thirty-five (2035) miles of from the California Locations, San ▇▇▇▇ Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote her his full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Immediate Affiliates and to the discharge of her his duties and responsibilities to them hereunder. During the term of this Agreement, the Executive may engage in passive management of her his personal business investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with her his performance of her his duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person or engage in any outside other business activity without the prior approval of the CEO. It also is agreed that would constitute a conflict if the Board of interest Directors of the Company (the “Board”) or interfere the CEO subsequently determines, and gives notice to the Executive, that any such membership or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 6, Section 7 or performance Section 8 of this Agreement or gives rise to a material conflict of interest, the Executive’s duties to Executive shall cease such activity promptly following notice from the Company.

Capacity and Performance. (a) During Commencing on the term hereofEffective Date, the Executive shall serve the Company as its Chief Operating Officer (“COO”). In addition, and without further compensation, the Executive shall serve as a director and/or officer of one or more of the Company’s Immediate Affiliates (as defined in Section 12 hereof), if so elected or appointed from time to time. The Executive shall report to the Chief Executive Officer, reporting to Officer of the BoardCompany (the “CEO”). (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The As COO, the Executive shall have the duties and responsibilities assigned to her positions of that position and offices by the Board from time to time and such other duties and responsibilities, reasonably consistent with the positions and officesthat position, with respect to the business operations of the Company and its designated Immediate Affiliates (as defined below)Affiliates, as may be assigned by the CEO or the Board of Directors of the Company (the “ Board”) from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s officesoffices in Van Nuys, either in Novato, California, USA, or in Palo Alto, California, USA, California as of the Effective Date (the “California LocationsVan Nuys Location”) or such other site as the Company may select from time to time, provided such site is within twenty no more than thirty-five (2035) miles of from the California Locations, Van Nuys Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote her his full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Immediate Affiliates and to the discharge of her his duties and responsibilities to them hereunder. During the term of this Agreement, the Executive may engage in passive management of her his personal business investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with her his performance of her his duties and responsibilities hereunder. It is agreed that the The Executive shall not engage in any outside other business activity except with the express prior written approval of the Board, it also being agreed that would constitute if the Board subsequently determines that any previously approved activity does detract from the Executive’s performance or give rise to a conflict of interest or interfere with interest, the Executive’s obligations or performance of the Executive’s duties to Executive shall cease such activity promptly following notice from the Company.

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as the its Chief Executive OfficerOfficer (“CEO”). In addition, reporting and without further compensation, the Executive agrees to serve as a director of the BoardCompany and, subject to Executive’s Separation Agreement dated January 21, 2008 with Wal-Mart Stores, Inc., as a director and/or officer of one or more of the Company’s Immediate Affiliates (as defined in Section 13 hereof), in each case if so elected or appointed from time to time. (b) During the term hereof, the Executive shall report to the Board of Directors of the Company or its designees, currently ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇. (c) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive basis and shall have perform the duties and responsibilities assigned to her positions of his position, including, without limitation, general oversight and offices by direction of the Board from time to time operations of the Company and such other duties and responsibilities, reasonably responsibilities on behalf of the Company consistent with the responsibilities of a Chief Executive Officer, as well as the duties and responsibilities reasonably related to other positions and offices, with respect to the business operations on behalf of the Company and its Immediate Affiliates (as defined below)Affiliates, as may be assigned designated from time to time by the Board from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the Company’s offices, either in Novato, California, USA, by its Chair or in Palo Alto, California, USA, as of the Effective Date (the “California Locations”) or such other site as the Company may select from time to time, provided such site is within twenty (20) miles of the California Locations, unless the Executive has expressly consented in writing theretodesignee. (d) During the term hereof, the Executive shall devote her substantially all of his business time and his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and and, if so elected or appointed, its Immediate Affiliates and to the discharge of her duties and responsibilities to them hereunder. During the term of this Agreement, the Executive may engage in management of her personal business investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with her performance of her his duties and responsibilities hereunder. It is agreed The Company hereby agrees that the Executive may continue to serve as a director of ▇▇▇▇▇▇▇ Electric Co. and may participate in appropriate trade associations. In addition, he may engage in appropriate civic, charitable, religious or personal activities that do not conflict or interfere with the proper performance of his duties hereunder. However, the Executive shall not engage in any outside other business activity that would constitute a conflict or serve in any industry, professional, governmental or academic position during the term of interest or interfere with this Agreement, except as may be expressly approved in advance by the Executive’s obligations or performance of the Executive’s duties to the CompanyBoard in writing.

Capacity and Performance. (a) During the term hereofCommencing on March 1, 2010, the Executive shall serve the Company as its President of Easton Sports, Inc. (“Easton Sports”). In addition, and without any further compensation, the Executive shall serve as a director of one or more of the Company’s Immediate Affiliates (as defined in Section 13 hereof). The Executive shall report to the Chief Executive Officer, reporting to Officer of the BoardCompany (the “CEO”). (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive He shall have the duties duties, responsibilities and responsibilities assigned to her positions and offices by the Board from time to time authority of President of Easton Sports and such other duties duties, responsibilities and responsibilitiesauthority, reasonably consistent with the positions and officesthat position, with respect to the business operations of the Company and its Immediate Affiliates (as defined below)Affiliates, as may be assigned by the CEO or the Board of the Directors of the Company (the “Board”) or a committee thereof from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s officesoffices in Van Nuys, either in Novato, California, USA, or in Palo Alto, California, USA, California as of the Effective Date (the “California LocationsVan Nuys Location”) or such other site as the Company may select from time to time, provided such site is within twenty no more than thirty-five (2035) miles of from the California Locations, Van Nuys Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote her his full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Immediate Affiliates and to the discharge of her his duties and responsibilities to them hereunder. During the term of this Agreement, the Executive may engage in passive management of her his personal business investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with her his performance of her his duties and responsibilities hereunder. It is agreed that the Executive shall not engage accept membership on a board of directors or other governing board of any Person (as defined in Section 13 hereof), other than the board of directors of ▇▇▇▇▇▇▇ Bros. Auctioneers Incorporated (on which the Executive currently serves), without the prior approval of the Board or its authorized representative. It also is agreed that if the Board subsequently determines, and gives notice to the Executive, that any outside business activity that would constitute a conflict of interest or interfere such membership, previously approved, is materially inconsistent with the Executive’s obligations under Section 7, Section 8 or performance Section 9 of this Agreement or gives rise to a material conflict of interest, other than the Executive’s duties to membership on the board of directors of ▇▇▇▇▇▇▇ Bros. Auctioneers Incorporated, the Executive shall cease such activity promptly following notice from the Company.

Capacity and Performance. (a) During Commencing on April 13, 2006, and continuing thereafter during the term hereof, the Executive shall serve the Company as the its Chief Executive OfficerOfficer (“CEO”). In addition, reporting and without further compensation, the Executive shall serve as a director and/or officer of one or more of the Company’s Sports Affiliates (as defined in Section 14 hereof), if so elected or appointed from time to time. The Executive shall report to the the Board of Directors of the Company (the “Board”) or a committee thereof. (b) The Company shall take all actions reasonably necessary to elect and re-elect the Executive to the Board during the term hereof. At the request of the Board, upon termination of his employment with the Company for any reason, the Executive shall resign as a member of the Board and as an officer of the Company and shall resign from any other positions and offices he may have with the Company or any of its Affiliates. (c) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive As CEO, he shall have the duties and responsibilities assigned to her positions and offices by the Board from time to time of that position and such other duties and responsibilities, reasonably consistent with the positions and officesthat position, with respect to the business operations of the Company and its Immediate Affiliates (as defined below)Sports Affiliates, as may be assigned by the Board or a committee thereof from time to time. (cd) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the Company’s officeslocation of the former offices of Easton Sports, either Inc. (“ESI”) in NovatoVan Nuys, California, USA, or in Palo Alto, California, USA, California as of the Effective Closing Date (the “California LocationsESI Location”) or such other site as the Company may select from time to time, provided such site is within twenty no more than thirty-five (2035) miles of from the California Locations, ESI Location unless the Executive has expressly consented in writing thereto. (de) During the term hereof, the Executive shall devote her his full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Immediate Sports Affiliates and to the discharge of her his duties and responsibilities to them hereunder. During the term of this Agreement, the Executive may engage in passive management of her his personal business investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with her his performance of her his duties and responsibilities hereunder. It is agreed that the Executive may remain a member of the board of directors of Volcom, Inc. and a member of its audit committee during his employment with the Company, provided that such activities do not detract from his performance hereunder or result in a conflict of interest. The Executive shall not engage in any outside other business activity except with the express prior written approval of the Board, it also being agreed that would constitute if the Board subsequently determines that any previously approved activity does detract from the Executive’s performance or give rise to a conflict of interest or interfere with interest, the Executive’s obligations or performance of the Executive’s duties to Executive shall cease such activity promptly following notice from the Company.

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as the President & Chief Executive OfficerOfficer and the Chairman of the Board, reporting to the Board. (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive shall have the duties and responsibilities assigned to her his positions and offices by the Board from time to time and such other duties and responsibilities, reasonably consistent with the positions and offices, with respect to the business operations of the Company and its Immediate Affiliates (as defined below), as may be assigned by the Board from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices, either offices in NovatoSan Jose, California, USA, or in Palo Alto, California, USA, USA as of the Effective Date (the “California LocationsSan ▇▇▇▇ Location”) or such other site as the Company may select from time to time, provided such site is within twenty no more than thirty-five (2035) miles of from the California Locations, San ▇▇▇▇ Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote her his full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Immediate Affiliates and to the discharge of her his duties and responsibilities to them hereunder. During the term of this Agreement, the Executive may engage in passive management of her his personal business investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with her his performance of her his duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 12 hereof) or engage in any outside other business activity without the prior approval of the Board. It also is agreed that would constitute a conflict of interest if the Board subsequently determines, and gives notice to the Executive, that any such membership or interfere activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 6, Section 7 or performance Section 8 hereof or gives rise to a material conflict of interest or otherwise materially interferes with the Executive’s duties and responsibilities to the Company and its Immediate Affiliates as set forth in this Section 2, the Executive shall cease such activity promptly following notice from the Company.