Common use of Duties and Powers Clause in Contracts

Duties and Powers. (a) During the Employment Period, Employee will serve as the Company's Vice Chairman of the Board of Directors and will render services of an executive and administrative character, and act in such other executive capacity for the Company, as the Company's board of directors (the "Board") shall from time to time direct. The foregoing duties and responsibilities shall include those set forth on Exhibit A attached hereto. Employee shall devote his best efforts, energies and abilities to the business and affairs of the Company. Employee shall perform the duties and carry out the responsibilities assigned to him, to the best of his ability, in a diligent, trustworthy and businesslike manner for the purpose of advancing the business of the Company and in a manner he reasonably believes to be in and not opposed to the best interests of the Company. 2 (b) Employee acknowledges that his duties and responsibilities will require his concentrated business efforts and agrees that during the Employment Period he will not engage directly or indirectly in any other business activity or have any business pursuits or interests which materially interfere or conflict with the performance of Employee's duties hereunder or which compete directly with the Company; provided, however, nothing in this Section 1.2 shall be deemed to prohibit Employee from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of three percent of the stock of such corporation. Notwithstanding the foregoing or anything else in this Agreement to the contrary, Employee may serve on additional boards of directors during the Employment Period and volunteer his service to charitable, business and other public service agencies, clubs or organizations so long as such board or other service does not materially interfere or conflict with the performance of Employee's duties hereunder and so long as such activities are not rendered for a competitor of the Company. Any and all fees or remuneration paid to Employee in consideration of work and services performed outside the scope of Employee' employment hereunder shall inure to the benefit of Employee. (c) The parties hereto agree that none of Employee's duties hereunder shall require him to, and Employee agrees that he will not without the consent of the Board, which consent shall not be unreasonably withheld, change his personal residence from the Old Brookville, New York SMSA Area.

Duties and Powers. (a) During the Employment PeriodPeriod (as defined below), Employee will serve as the Company's Vice Chairman Chief Executive Officer of the Board of Directors Company and will have such responsibilities, duties and authorities, and will render such services of an executive and administrative character, and character or act in such other executive capacity for the Company, Company and its affiliates as shall from time to time be reasonably directed by the Company's board of directors (the "Board") shall from time to time direct. The foregoing duties and responsibilities shall include those set forth on Exhibit A attached heretoor Chairman reasonably consistent with Employee's role as Chief Executive Officer of the Company. Employee shall devote his Employee's best efforts, energies and abilities and Employee's full business time, skill and attention to the business and affairs of the Company. Employee shall perform the duties and carry out the responsibilities assigned to him, Employee to the best of his Employee's ability, in a diligent, trustworthy trustworthy, businesslike and businesslike efficient manner for the purpose of advancing the business of the Company and in a manner he reasonably believes to be in and not opposed to the best interests of the Companyits affiliates. 2 (b) Employee acknowledges that his Employee's duties and responsibilities will require his concentrated Employee's full-time business efforts and agrees that during the Employment Period he Employee will not engage directly or indirectly in any other business activity or have any business pursuits or interests which materially interfere or conflict with the performance of Employee's duties hereunder or which compete directly with the Company; hereunder, provided, however, that nothing in this Section SECTION 1.2 shall be deemed to prohibit Employee from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if his associates making Permitted Investments (as such term defined below). Without limiting the foregoing, it is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of three percent of the stock of such corporation. Notwithstanding the foregoing or anything else in this Agreement to the contrary, understood that Employee may serve on additional boards of directors during the Employment Period engage in civic and volunteer his service to charitable, business and other public service agencies, clubs or organizations so long as such board or other service does not materially interfere or conflict with the performance of Employee's duties hereunder and activities so long as such activities are do not rendered for a competitor interfere with his obligations hereunder in any material respect or conflict with the other provisions of this Agreement, including without limitation the Company. Any and all fees or remuneration paid to Employee in consideration of work and services performed outside the scope of Employee' employment hereunder shall inure to the benefit of EmployeeRestrictive Covenants. (c) The parties hereto agree that none of Employee's duties hereunder shall require him to, and Employee agrees that he will not without the consent of the Board, which consent shall not be unreasonably withheld, change his personal residence from the Old Brookville, New York SMSA Area.

Duties and Powers. (a) During the Employment PeriodTerm, Employee the Executive will serve as in the Company's Vice Chairman of the Board of Directors position described in Section 2 above and will have such responsibilities, duties and authorities and will render such services of an executive and administrative charactercharacter not inconsistent with those normally given to a Chairman and Chief Executive Officer of a public corporation, all in accordance with the terms and act in such other executive capacity for conditions of this Agreement and the Companybusiness plan and capital budgets of the Company to be developed by the Executive and the Board and to be approved by the Board, as the Company's board of directors (the "Board") shall from time to time directon or before August 30,2003. The foregoing duties and responsibilities shall include those set forth on Exhibit A attached hereto. Employee Executive shall devote his Executive's best efforts, energies and abilities and Executive's to full business time, skill and attention to the business and affairs of the CompanyCompany and its affiliates. Employee Executive shall perform the duties and carry out the responsibilities assigned to him, the Executive to the best of his the Executive's ability, in a diligent, trustworthy trustworthy, businesslike and businesslike efficient manner for the purpose of advancing the business of the Company and in a manner he reasonably believes its affiliates and shall adhere to be in any and not opposed to all of the best interests employment policies of the Company. 2 (b) Employee Executive acknowledges that his Executive's duties and responsibilities will require his concentrated Executive's full-time business efforts and agrees that during the Employment Period he Executive will not engage directly or indirectly in any other business activity or have any business pursuits or interests which materially interfere or conflict with the performance of EmployeeExecutive's duties hereunder or which compete directly with the Company; hereunder, provided, however, that nothing in this Section 1.2 3 shall be deemed to prohibit Employee from Executive from: (i) serving as a director or officer or both of such not-for-profit corporations as he may desire, joining and participating in such committees for community or national affairs as he may select and joining and serving on business corporation boards of directors and engaging in other activities; or (ii) investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if his Executive and its associates (as such term is defined in Regulation 14(A) 14A promulgated under the Securities Exchange Act of 1934, as in effect on the date hereofAct), collectively, and the Executive's affiliates collectively do not own more than an aggregate of three five percent of the stock of such corporation. Notwithstanding the foregoing or anything else in this Agreement to the contrary, Employee may serve on additional boards of directors during the Employment Period and volunteer his service to charitable, business and other public service agencies, clubs or organizations so long as such board or other service does not materially interfere or conflict with the performance of Employee's duties hereunder and so long as such activities are not rendered for a competitor of the Company. Any and all fees or remuneration paid to Employee in consideration of work and services performed outside the scope of Employee' employment hereunder shall inure to the benefit of Employee. (c) The parties hereto agree that none of Employee's duties hereunder shall require him to, and Employee agrees that he will not without the consent of the Board, which consent shall not be unreasonably withheld, change his personal residence from the Old Brookville, New York SMSA Area.

Duties and Powers. (a) During the Employment Period, Employee will serve as the Company's Vice Chairman of the Board of Directors President, and will have such responsibilities, duties and authority as customarily held by executives in such a position in comparable companies, and will render services of an executive and administrative character, and act in such other executive capacity for the Company, as the Company's board of directors (the "Board") shall from time to time direct. The foregoing duties and responsibilities shall include those set forth on Exhibit A attached hereto. Employee shall devote his reasonable best efforts, energies and abilities to the business and affairs of the Company. Employee shall perform the duties and carry out the responsibilities assigned to him, to the best of his ability, in a diligent, trustworthy and businesslike manner for the purpose of advancing the business of the Company and in a manner he reasonably believes to be in and not opposed to the best interests of the Company. 2. (b) Employee acknowledges that his duties and responsibilities will require his concentrated business efforts and agrees that during the Employment Period he will not engage directly or indirectly in any other business activity or have any business pursuits or interests which materially interfere or conflict with the performance of Employee's duties hereunder or which compete directly with the Company; provided, however, nothing in this Section 1.2 shall be deemed to prohibit Employee from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of three percent of the stock of such corporation. Notwithstanding the foregoing or anything else in this Agreement to the contraryIn addition, Employee may serve on additional boards of directors during the Employment Period and volunteer his service to charitable, business and other public service agencies, clubs or organizations so long as such board or other service does not materially interfere or conflict with the performance of Employee's duties hereunder and so long as such activities are not rendered for a competitor of the Company. Any and all fees or remuneration paid to Employee in consideration of work and services performed outside the scope of Employee' employment hereunder shall inure to the benefit of Employee. (c) The parties hereto agree that none of Employee's duties hereunder shall require him to, and Employee agrees that he will not without the consent of the Board, which consent shall not be unreasonably withheld, change his personal residence from the Old BrookvilleGreater Cincinnati, New York Ohio SMSA Area.

Duties and Powers. (a) During the Employment PeriodTerm, Employee the Executive will serve as in the Company's Vice Chairman of the Board of Directors position described in Section 2 above and will have such responsibilities, duties and authorities, and will render such services of an executive and administrative charactercharacter not inconsistent with those normally given to an executive of a a subsidiary of a public corporation, all in accordance with the terms and act in such other executive capacity for conditions of this Agreement and the Company, as business plan and capital budgets of BEC to be developed by the Company's board Executive and the Board of directors Directors of the Company (the "“Board"”) shall and to be approved by the Board and Executive from time to time. There shall not be a specific “time directrequirement” for performing the duties defined herein. The foregoing duties and responsibilities shall include those Subject to the limitations set forth on Exhibit A attached hereto. Employee in this Agreement, Executive shall devote his Executive's best efforts, energies and abilities abilities, and skill and attention to the business and affairs of the CompanyCompany and its affiliates. Employee Executive shall perform the duties and carry out the responsibilities assigned to him, the Executive to the best of his the Executive's ability, in a diligent, trustworthy trustworthy, businesslike and businesslike efficient manner for the purpose of advancing the business of the Company and in a manner he reasonably believes its affiliates and shall adhere to be in any and not opposed to the best interests all of the Companyemployment policies of the Company that will be created. 2 (b) Employee acknowledges that his duties and responsibilities will require his concentrated business efforts and Executive agrees that during the Employment Period he Executive will not engage directly or indirectly in any other business activity or have any business pursuits or interests which materially interfere or conflict with the performance of EmployeeExecutive's duties hereunder or which compete directly with the Company; hereunder, provided, however, that nothing in this Section 1.2 3 shall be deemed to prohibit Employee from Executive from: (i) serving as a director or officer or both of such not-for-profit corporations as he may desire, joining and participating in such committees for community or national affairs as he may select and joining and serving on business corporation boards of directors or as an officer or both and engaging in other activities; (ii) investing in the stock of or any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if his Executive and its associates (as such term is defined in Regulation 14(A) 14A promulgated under the Securities Exchange Act of 1934, as in effect on the date hereofAct), collectively, and the Executive's affiliates collectively do not own more than an aggregate of three five (5%) percent of the stock of such corporation. Notwithstanding , or (iii) engaging in any of the foregoing or anything else activies described in this Agreement Schedule A, including ownership interests in the companies referenced in Schedule A. In addition, Executive shall be entitied to attend all Board and Committee meetings, and will have access to all information provided to the contrary, Employee may serve on additional boards of directors during the Employment Period and volunteer his service to charitable, business and other public service agencies, clubs or organizations so long as such board or other service does not materially interfere or conflict with the performance of Employee's duties hereunder and so long as such activities are not rendered for a competitor of the Company. Any and all fees or remuneration paid to Employee in consideration of work and services performed outside the scope of Employee' employment hereunder shall inure to the benefit of EmployeeBoard. (c) The parties hereto agree that none of Employee's duties hereunder shall require him to, and Employee agrees that he will not without the consent of the Board, which consent shall not be unreasonably withheld, change his personal residence from the Old Brookville, New York SMSA Area.

Duties and Powers. (a) During the Employment Period, The Employee will serve as the Company's Vice Chairman of the Board of Directors and will render services of an executive and administrative character, and act in such other executive capacity for the Company, as the Company's board of directors (the "Board") shall from time agrees to time direct. The foregoing duties and responsibilities shall include those set forth on Exhibit A attached hereto. Employee shall devote his best effortsfull business time, attention, energies and abilities to the proper management and conduct of the Company’s business, provided that, subject to Section 7.3, the Employee may serve on the Board of Directors, advisory committee of for-profit or not-for-profit business organizations at any one time during the Term subject to Board, such approval not to be unreasonably withheld, provided, further, that such service does not interfere with or detract from the Employee’s services on behalf of the Company. The Employee cannot serve on the board or advisory committee of a competing company. The Employee shall have full power and authority, subject to the By-laws of the Company and the direction of the Chief Executive Officer and the Board of Directors of the Company (the “Board”), generally to manage, administer and conduct the business and affairs of the Company. Employee Company within the Employee’s area of responsibility, and shall perform have such other duties, powers and authority as are prescribed by the duties and carry out Chief Executive Officer, the responsibilities assigned to him, to the best of his ability, in a diligent, trustworthy and businesslike manner for the purpose of advancing the business By-laws of the Company and the Board . During seventy (70) percent of each year during the Term the Employee shall be based in an owned or leased residence in the Napa, California area, and during the balance of each such year the Employee shall be based in his current residence in Sagaponack, New York, in each case subject to business travel. The Employee shall relocate to the Napa, California area promptly following the Commencement Date (as defined in Section 3) and shall initially reside in hotel accommodations. The Company shall pay airfare and expenses for not more than two (2) round-trips by the Employee’s wife to search for a manner he reasonably believes to be in residence and not opposed more than six (6) one-way airfares per calendar year for the Employee’s wife to travel between such California and New York residences to maintain the best interests same. The Company shall not be responsible for any expenses of leasing or financing the purchase of a Napa area residence. However, once such residence is acquired the Company shall reimburse the Employee’s reasonable expenses of moving household effects of the Company. 2 (b) Employee acknowledges that his duties and responsibilities will require his concentrated business efforts and agrees that during from Long Island, New York to such residence in the Employment Period he will not engage directly or indirectly Napa, California area in any other business activity or have any business pursuits or interests which materially interfere or conflict with the performance of Employee's duties hereunder or which compete directly accordance with the Company; provided’s ordinary moving expense reimbursement policies. Should this employment contract not be extended at the end of two years or if the employee is terminated without cause, howeverthe company shall reimburse the employee’s reasonable expenses of moving household effects of the employee from Napa, nothing California to such residence selected by employee in this Section 1.2 shall be deemed to prohibit Employee from investing accordance with the Company’s ordinary moving expense reimbursement policies but in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect an amount not greater than what was paid on the date hereof)move out to Napa, collectively, do not own more than an aggregate of three percent of the stock of such corporation. Notwithstanding the foregoing or anything else in this Agreement to the contrary, Employee may serve on additional boards of directors during the Employment Period and volunteer his service to charitable, business and other public service agencies, clubs or organizations so long as such board or other service does not materially interfere or conflict with the performance of Employee's duties hereunder and so long as such activities are not rendered for a competitor of the Company. Any and all fees or remuneration paid to Employee in consideration of work and services performed outside the scope of Employee' employment hereunder shall inure to the benefit of EmployeeCalifornia. (c) The parties hereto agree that none of Employee's duties hereunder shall require him to, and Employee agrees that he will not without the consent of the Board, which consent shall not be unreasonably withheld, change his personal residence from the Old Brookville, New York SMSA Area.

Duties and Powers. (a) During the Employment Periodperiod of Employee’s employment hereunder, Employee will serve as the Company's ’s Executive Vice Chairman of the Board of Directors President and Chief Financial Officer, and will have such responsibilities, duties and authority as customarily held by executives in such a position in comparable companies, and will render services of an executive and administrative character, and act in such other executive capacity for the Company, as the Company's ’s board of directors (the "“Board"”) shall from time to time direct. The foregoing duties and responsibilities shall include those set forth on Exhibit A attached hereto. Employee shall devote his reasonable best efforts, energies and abilities to the business and affairs of the Company. Employee shall perform the duties and carry out the responsibilities assigned to him, to the best of his ability, in a diligent, trustworthy and businesslike manner for the purpose of advancing the business of the Company and in a manner he reasonably believes to be in and not opposed to the best interests of the Company. 2. (b) Employee acknowledges that his duties and responsibilities will require his concentrated business efforts and agrees that during the Employment Period period of Employee’s employment hereunder he will not engage directly or indirectly in any other business activity or have any business pursuits or interests which materially interfere or conflict with the performance of Employee's ’s duties hereunder or which compete directly with the Company; provided, however, nothing in this Section 1.2 shall be deemed to prohibit Employee from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if his associates (as such term is defined in Regulation 14(A) 14A promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of three percent (3%) of the stock of such corporation. Notwithstanding the foregoing or anything else in this Agreement to the contraryIn addition, Employee may serve on additional boards of directors during the Employment Period period of Employee’s employment hereunder and volunteer his service to charitable, business and other public service agencies, clubs or organizations so long as such board or other service does not materially interfere or conflict with the performance of Employee's ’s duties hereunder and so long as such activities are not rendered for a competitor of the Company. Any and all fees or remuneration paid to Employee in consideration of work and services performed outside the scope of Employee' ’s employment hereunder shall inure to the benefit of Employee. (c) The parties hereto agree that none of Employee's ’s duties hereunder shall require him to, and Employee agrees that he will not without the consent of the Board, which consent shall not be unreasonably withheld, change his personal residence from the Old BrookvilleGreater Cincinnati, New York Ohio SMSA Area.

Duties and Powers. (a) During the Employment Period, Employee will serve as the Company's Vice Chairman of the Board of Directors and Chief Executive Officer, and will have such responsibilities, duties and authority as customarily held by executives in such a position in comparable companies, and will render services of an executive and administrative character, and act in such other executive capacity for the Company, as the Company's board of directors (the "Board") shall from time to time direct. The foregoing duties and responsibilities shall include those set forth on Exhibit A attached hereto. Employee shall devote his reasonable best efforts, energies and abilities to the business and affairs of the Company. Employee shall perform the duties and carry out the responsibilities assigned to him, to the best of his ability, in a diligent, trustworthy and businesslike manner for the purpose of advancing the business of the Company and in a manner he reasonably believes to be in and not opposed to the best interests of the Company. 2. (b) Employee acknowledges that his duties and responsibilities will require his concentrated business efforts and agrees that during the Employment Period he will not engage directly or indirectly in any other business activity or have any business pursuits or interests which materially interfere or conflict with the performance of Employee's duties hereunder or which compete directly with the Company; provided, however, nothing in this Section 1.2 shall be deemed to prohibit Employee from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if his associates (as such term is defined in Regulation 14(A) 14A promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of three percent of the stock of such corporation. Notwithstanding the foregoing or anything else in this Agreement to the contrary, the parties agree and acknowledge that Employee currently serves as a member of the board of directors of Capital Title Group, Inc. and of American Financial Group and their respective affiliates, and may continue to do so throughout the Employment Period so long as such activities do not materially interfere with any of Employee's other obligations to the Company hereunder. In addition, Employee may serve on additional boards of directors during the Employment Period and volunteer his service to charitable, business and other public service agencies, clubs or organizations so long as such board or other service does not materially interfere or conflict with the performance of Employee's duties hereunder and so long as such activities are not rendered for a competitor of the Company. Any and all fees or remuneration paid to Employee in consideration of work and services performed outside the scope of Employee' 's employment hereunder shall inure to the benefit of Employee. (c) The parties hereto agree that none of Employee's duties hereunder shall require him to, and Employee agrees that he will not without the consent of the Board, which consent shall not be unreasonably withheld, change his personal residence from the Old BrookvilleGreater Cincinnati, New York Ohio SMSA Area.

Duties and Powers. (a) During the Employment Period, Employee will serve as the Company's Vice Chairman of the Board of Directors and Chief Executive Officer, and will have such responsibilities, duties and authority as customarily held by executives in such a position in comparable companies, and will render services of an executive and administrative character, and act in such other executive capacity for the Company, as the Company's board of directors (the "Board") shall from time to time direct. The foregoing duties and responsibilities shall include those set forth on Exhibit A attached hereto. Employee shall devote his reasonable best efforts, energies and abilities to the business and affairs of the Company. Employee shall perform the duties and carry out the responsibilities assigned to him, to the best of his ability, in a diligent, trustworthy and businesslike manner for the purpose of advancing the business of the Company and in a manner he reasonably believes to be in and not opposed to the best interests of the Company. 2. (b) Employee acknowledges that his duties and responsibilities will require his concentrated business efforts and agrees that during the Employment Period he will not engage directly or indirectly in any other business activity or have any business pursuits or interests which materially interfere or conflict with the performance of Employee's duties hereunder or which compete directly with the Company; provided, however, nothing in this Section 1.2 shall be deemed to prohibit Employee from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if his associates (as such term is defined in Regulation 14(A) 14A promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of three percent of the stock of such corporation. Notwithstanding the foregoing or anything else in this Agreement to the contrary, the parties agree and acknowledge that Employee currently serves as a member of the board of directors of National Grange Insurance Company and affiliates, and may continue to do so throughout the Employment Period so long as such activities do not materially interfere with any of Employee's other obligations to the Company hereunder. In addition, Employee may serve on additional boards of directors during the Employment Period and volunteer his service to charitable, business and other public service agencies, clubs or organizations so long as such board or other service does not materially interfere or conflict with the performance of Employee's duties hereunder and so long as such activities are not rendered for a competitor of the Company. Any and all fees or remuneration paid to Employee in consideration of work and services performed outside the scope of Employee' 's employment hereunder shall inure to the benefit of Employee. (c) The parties hereto agree that none of Employee's duties hereunder shall require him to, and Employee agrees that he will not without the consent of the Board, which consent shall not be unreasonably withheld, change his personal residence from the Old BrookvilleGreater Cincinnati, New York Ohio SMSA Area.

Duties and Powers. (a) During the Employment Periodperiod of Employee’s employment hereunder, Employee will serve as the Company's Vice Chairman of the Board of Directors ’s President and Chief Executive Officer, and will have such responsibilities, duties and authority as customarily held by executives in such a position in comparable companies, and will render services of an executive and administrative character, and act in such other executive capacity for the Company, as the Company's ’s board of directors (the "“Board"”) shall from time to time direct. The foregoing duties and responsibilities shall include those set forth on Exhibit A attached hereto. Employee shall devote his reasonable best efforts, energies and abilities to the business and affairs of the Company. Employee shall perform the duties and carry out the responsibilities assigned to him, to the best of his ability, in a diligent, trustworthy and businesslike manner for the purpose of advancing the business of the Company and in a manner he reasonably believes to be in and not opposed to the best interests of the Company. 2. (b) Employee acknowledges that his duties and responsibilities will require his concentrated business efforts and agrees that during the Employment Period period of Employee’s employment hereunder he will not engage directly or indirectly in any other business activity or have any business pursuits or interests which materially interfere or conflict with the performance of Employee's ’s duties hereunder or which compete directly with the Company; provided, however, nothing in this Section 1.2 shall be deemed to prohibit Employee from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if his associates (as such term is defined in Regulation 14(A) 14A promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of three percent (3%) of the stock of such corporation. Notwithstanding the foregoing or anything else in this Agreement to the contraryIn addition, Employee may serve on additional boards of directors during the Employment Period period of Employee’s employment hereunder and volunteer his service to charitable, business and other public service agencies, clubs or organizations so long as such board or other service does not materially interfere or conflict with the performance of Employee's ’s duties hereunder and so long as such activities are not rendered for a competitor of the Company. Any and all fees or remuneration paid to Employee in consideration of work and services performed outside the scope of Employee' ’s employment hereunder shall inure to the benefit of Employee. (c) The parties hereto agree that none of Employee's ’s duties hereunder shall require him to, and Employee agrees that he will not without the consent of the Board, which consent shall not be unreasonably withheld, change his personal residence from the Old BrookvilleGreater Cincinnati, New York Ohio SMSA Area.

Duties and Powers. (a) During the Employment Period, Employee will serve as the Company's Vice Chairman of the Board of Directors and Chief Executive Officer, and will have such responsibilities, duties and authority as customarily held by executives in such a position in comparable companies, and will render services of an executive and administrative character, and act in such other executive capacity for the Company, as the Company's board of directors (the "Board") shall from time to time direct. The foregoing duties and responsibilities shall include those set forth on Exhibit A attached hereto. Employee shall devote his reasonable best efforts, energies and abilities to the business and affairs of the Company. Employee shall perform the duties and carry out the responsibilities assigned to him, to the best of his ability, in a diligent, trustworthy and businesslike manner for the purpose of advancing the business of the Company and in a manner he reasonably believes to be in and not opposed to the best interests of the Company. 2. (b) Employee acknowledges that his duties and responsibilities will require his concentrated business efforts and agrees that during the Employment Period he will not engage directly or indirectly in any other business activity or have any business pursuits or interests which materially interfere or conflict with the performance of Employee's duties hereunder or which compete directly with the Company; provided, however, nothing in this Section 1.2 shall be deemed to prohibit Employee from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of three percent of the stock of such corporation. Notwithstanding the foregoing or anything else in this Agreement to the contrary, the parties agree and acknowledge that Employee currently serves as a member of the board of directors of National Grange Insurance Company and affiliates, and may continue to do so throughout the Employment Period so long as such activities do not materially interfere with any of Employee's other obligations to the Company hereunder. In addition, Employee may serve on additional boards of directors during the Employment Period and volunteer his service to charitable, business and other public service agencies, clubs or organizations so long as such board or other service does not materially interfere or conflict with the performance of Employee's duties hereunder and so long as such activities are not rendered for a competitor of the Company. Any and all fees or remuneration paid to Employee in consideration of work and services performed outside the scope of Employee' employment hereunder shall inure to the benefit of Employee. (c) The parties hereto agree that none of Employee's duties hereunder shall require him to, and Employee agrees that he will not without the consent of the Board, which consent shall not be unreasonably withheld, change his personal residence from the Old BrookvilleGreater Cincinnati, New York Ohio SMSA Area.

Duties and Powers. (a) During the Employment Period, Employee the Executive will serve as in the Company's Vice Chairman of the Board of Directors capacity described above and will have such responsibilities, duties and authorities and will render such services of an executive and administrative character, and act in such other executive capacity for character reasonably consistent with his title as shall be reasonably directed by the Company, as Board of Directors of the Company's board of directors Company (the "Board") shall from time to time direct), all in accordance with the terms and conditions of this Agreement and the strategic plans and operating and capital budgets of the Company as developed and approved by the Board. The foregoing duties and responsibilities shall include those set forth on Exhibit A attached hereto. Employee Executive shall devote his the Executive's best efforts, energies and abilities and the Executive's full business time, skill and attention to the business and affairs of the CompanyCompany and such of its affiliates as are specified by the Board. Employee The Executive shall perform the duties and carry out the responsibilities assigned to him, the Executive to the best of his the Executive's ability, in a diligent, trustworthy trustworthy, businesslike and businesslike efficient manner for the purpose of advancing the business of the Company and in a manner he reasonably believes its affiliates and shall adhere to be in any and not opposed to all of the best interests employment policies of the Company. 2 (b) Employee The Company acknowledges that his duties and responsibilities will require his concentrated business efforts and the Executive currently serves as a member of the Board of Directors of companies other than that of the Company, provided that those companies do not Compete in the Business with the Company. The Executive agrees that during the Employment Period he any given month, such activities will not engage directly or indirectly in any other consume more than two business activity or have any business pursuits or interests which materially interfere or conflict with the performance of Employee's duties hereunder or which compete directly with the Company; provided, however, nothing days Nothing in this Section 1.2 2 shall be deemed to prohibit Employee the Executive from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if his associates making Permitted Investments (as such term is defined in Regulation 14(ASection 6.b. below) promulgated or attending to such charitable and/or civic activities as are deemed appropriate by the Executive; provided that such activities shall not detract from the Executive's duties and obligations under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of three percent of the stock of such corporationthis Agreement. Notwithstanding the foregoing or anything else in this Agreement The Executive shall report to the contrary, Employee may serve on additional boards of directors during the Employment Period Board and volunteer his service to charitable, business and other public service agencies, clubs or organizations so long as such board or other service does not materially interfere or conflict will work with the performance of Employee's duties hereunder and so long as such activities are not rendered for a competitor of the Company. Any any and all fees or remuneration paid Company senior executives on an "as needed basis," as deemed appropriate by the Executive, with respect to Employee in consideration activities of work and services performed outside the scope of Employee' employment hereunder shall inure to the benefit of Employee. (c) The parties hereto agree that none of Employee's duties hereunder shall require him toa strategic nature, such as corporate development projects, capital raising, and Employee agrees that he will not without the consent of the Board, which consent shall not be unreasonably withheld, change his personal residence from the Old Brookville, New York SMSA Area.certain business development initiatives

Duties and Powers. (a) During the Employment Period, Employee will serve as the Company's Senior Vice Chairman of the Board of Directors President and Chief Financial Officer, and will have such responsibilities, duties and authority as customarily held by executives in such a position in comparable companies, and will render services of an executive and administrative character, and act in such other executive capacity for the Company, as the Company's board of directors (the "Board") shall from time to time direct. The foregoing duties and responsibilities shall include those set forth on Exhibit A attached hereto. Employee shall devote his reasonable best efforts, energies and abilities to the business and affairs of the Company. Employee shall perform the duties and carry out the responsibilities assigned to him, to the best of his ability, in a diligent, trustworthy and businesslike manner for the purpose of advancing the business of the Company and in a manner he reasonably believes to be in and not opposed to the best interests of the Company. 2. (b) Employee acknowledges that his duties and responsibilities will require his concentrated business efforts and agrees that during the Employment Period he will not engage directly or indirectly in any other business activity or have any business pursuits or interests which materially interfere or conflict with the performance of Employee's duties hereunder or which compete directly with the Company; provided, however, nothing in this Section 1.2 shall be deemed to prohibit Employee from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if his associates (as such term is defined in Regulation 14(A) 14A promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of three percent of the stock of such corporation. Notwithstanding the foregoing or anything else in this Agreement to the contraryIn addition, Employee may serve on additional boards of directors during the Employment Period and volunteer his service to charitable, business and other public service agencies, clubs or organizations so long as such board or other service does not materially interfere or conflict with the performance of Employee's duties hereunder and so long as such activities are not rendered for a competitor of the Company. Any and all fees or remuneration paid to Employee in consideration of work and services performed outside the scope of Employee' 's employment hereunder shall inure to the benefit of Employee. (c) The parties hereto agree that none of Employee's duties hereunder shall require him to, and Employee agrees that he will not without the consent of the Board, which consent shall not be unreasonably withheld, change his personal residence from the Old BrookvilleGreater Cincinnati, New York Ohio SMSA Area.

Duties and Powers. (a) During the Employment Period, Employee the Executive will serve as in the Company's Vice Chairman of the Board of Directors capacity described above and will have such responsibilities, duties and authorities and will render such services of an executive and administrative charactercharacter reasonably consistent with his title as shall be reasonably directed by the Board, all in accordance with the terms and act in such other executive capacity for conditions of this Agreement and the Company, strategic plans and operating and capital budgets of the Company as developed and approved by the Company's board of directors (the "Board") shall from time to time direct. The foregoing duties and responsibilities shall include those set forth on Exhibit A attached hereto. Employee Executive shall devote his the Executive's best efforts, energies and abilities and the Executive's full business time, skill and attention to the business and affairs of the Company and such of its subsidiaries and affiliates as are specified by the Company. Employee The Executive shall perform the duties and carry out the responsibilities assigned to him, the Executive to the best of his the Executive's ability, in a diligent, trustworthy trustworthy, businesslike and businesslike efficient manner for the purpose of advancing the business of the Company and in a manner he reasonably believes its affiliates and shall adhere to be in any and not opposed to all of the best interests employment policies of the Company. 2 (b) Employee The Executive acknowledges that his the Executive's duties and responsibilities will require his concentrated the Executive's full-time business efforts and agrees that during the Employment Period he the Executive will not engage directly or indirectly in any other business activity or have any business pursuits or interests which materially interfere or conflict with the performance of Employeethe Executive's duties hereunder or which compete directly with the Company; hereunder, provided, however, that nothing in this Section 1.2 2 shall be deemed to prohibit Employee the Executive from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if his associates making Permitted Investments (as such term is defined in Regulation 14(ASection 6.b. below) promulgated or attending to such charitable and/or civic activities as are deemed appropriate by the Executive; provided that such activities shall not detract from the Executive's duties and obligations under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of three percent of the stock of such corporationthis Agreement. Notwithstanding the foregoing or anything else in this Agreement The Executive shall report to the contraryChief Operating Officer, Employee may serve on additional boards Chief Executive Officer and the Board of directors during the Employment Period and volunteer his service to charitable, business and other public service agencies, clubs or organizations so long as such board or other service does not materially interfere or conflict with the performance of Employee's duties hereunder and so long as such activities are not rendered for a competitor Directors of the Company. Any and all fees or remuneration paid to Employee in consideration of work and services performed outside the scope of Employee' employment hereunder shall inure to the benefit of Employee. (c) The parties hereto agree that none of Employee's duties hereunder shall require him to, and Employee agrees that he will not without the consent inconsistencies shall be resolved in reverse order of the Board, which consent shall not be unreasonably withheld, change his personal residence from the Old Brookville, New York SMSA Areapriority.