Common use of Duties and Responsibilities of Employee Clause in Contracts

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote Employee’s best efforts and full business time and attention to the businesses of the Parent and its direct and indirect subsidiaries as may exist from time to time, including the Company (collectively, the Parent and its direct and indirect subsidiaries are referred to as the “Company Group”) as may be requested by the Company or the Board from time to time. Employee’s duties and responsibilities shall include those normally incidental to the position(s) identified in Section 1, as well as such additional duties as may be assigned to Employee by the Company or the Board from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee may, without violating this Section 2(a), (i) as a passive investment, own publicly traded securities in such form or manner as will not require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in charitable and civic activities; or (iii) with the prior written consent of the Board, engage in other personal and passive investment activities, in each case, so long as such ownership, interests or activities do not interfere with Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or competitive with the business of any member of the Company Group. (b) Employee hereby represents and warrants that Employee is not the subject of, or a party to, any non-competition, non-solicitation, non-disclosure, restrictive covenant or other agreement, obligation or restriction that would prohibit Employee from executing this Agreement or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer or other third party in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer or other third party to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of care, loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote Employee’s best efforts and full business time and attention to the businesses of the Parent Company and its direct and indirect subsidiaries as may exist from time to time, including the Company (collectively, the Parent Company and its direct and indirect subsidiaries are referred to as the “Company Group”) as may be requested by the Company or the Board from time to time. Employee’s duties and responsibilities shall include those normally incidental to the position(s) identified in Section 1, as well as such additional duties as may be assigned to Employee by the Company or the Board from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee may, without violating this Section 2(a), (i) as a passive investment, own publicly traded securities in such form or manner as will not require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in charitable and civic activities; or (iii) with the prior written consent of the Board, engage in other personal and passive investment activities, in each case, so long as such ownership, interests or activities do not interfere with Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or competitive with the business of any member of the Company Group. (b) Employee hereby represents and warrants that Employee is not the subject of, or a party to, any non-competition, non-solicitation, non-disclosure, restrictive covenant or other agreement, obligation or restriction that would prohibit Employee from executing this Agreement or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer or other third party in the course of performing services for any member of the Company Group, ​ ​ and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer or other third party to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of care, loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote Employee’s best efforts and full business time and attention to the businesses of the Parent and its direct and indirect subsidiaries as may exist from time to time, including the Company (collectively, the Parent and its direct and indirect subsidiaries are referred to as the “Company Group”) as may be requested by the Company or the Board from time to time. Employee’s duties and responsibilities shall include those normally incidental to the position(s) identified in Section 1, as well as such additional duties as may be assigned to Employee by the Company or the Board from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee may, without violating this Section 2(a), ): (i) as a passive investment, own publicly traded securities in such form or manner as will not require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in charitable and civic activities; or (iii) with the prior written consent of the Board, engage in other personal and passive investment activities, in each case, so long as such ownership, interests or activities do not interfere with Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or competitive with the business of any member of the Company Group. (b) Employee hereby represents and warrants that Employee is not the subject of, or a party to, any employment agreement, non-competition, non-solicitation, non-disclosure, restrictive covenant or non-disclosure agreement, or any other agreement, obligation obligation, restriction, or restriction understanding that would prohibit Employee from executing this Agreement or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer or other third party in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer or other third party to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of care, loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized Parent owes under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall shall, subject to the terms of this Section 2(a), devote Employee’s best efforts and full business time and attention to the businesses of the Parent GMR and its direct and indirect subsidiaries as may exist from time to time, including the Company time (collectively, the Parent GMR and its direct and indirect subsidiaries subsidiaries, including the Company, are referred to as the “Company Group”) as may be requested by the Company or the Board from time necessary to timedischarge Employee’s duties and responsibilities hereunder. Employee’s duties and responsibilities shall include those normally incidental that are usual and customary to the position(s) identified in Section 1, as well as such additional duties relating to such position(s) as may be reasonably assigned to Employee by the Company or the Board CEO from time to time. Notwithstanding the foregoing, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee may, without violating and it shall not be considered a violation of this Section 2(a)Agreement for Employee to, (i) as a passive investment, own publicly traded securities in such form or manner as will not require any services by Employee in the operation of the entities in which such securities are ownedsecurities; (ii) engage in charitable or serve such professional, charitable, trade association, community, educational, religious, civic or similar types of organizations and civic activities, as Employee may select; or (iii) with serve on the prior written consent boards of the Boarddirectors or advisory committees of any entities; and (iv) attend to Employee’s personal matters and/or Employee’s and/or his family’s personal finances, engage in other personal investments and passive investment activities, in each casebusiness affairs, so long as such ownership, interests service or activities described in clauses (i)-(iv) immediately preceding do not interfere with Employee’s ability to fulfill performance of Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or competitive with the business Business (as defined herein) of any member of the Company Group, and so long as such service or activities do not result in Employee’s violation of the terms of Sections 9 or 10 below. (b) Employee hereby represents and warrants that Employee is not the subject of, or a party to, any non-competition, non-solicitation, restrictive covenant, non-disclosure, restrictive covenant disclosure or other agreement, obligation or restriction similar agreement that would prohibit Employee from executing this Agreement or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer or other third party in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer or other third party to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary Employee’s duties (including (i) duties of care, loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware), and the obligations described in this Agreement hereunder are in addition to, and not in lieu of, the Employee’s fiduciary duties and other legal obligations Employee owes to each member of the Company Group under statutory and common applicable law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote Employee’s best efforts and full business time and attention to the businesses of the Parent Company and its direct and indirect subsidiaries as may exist from time to time, including the Company time (collectively, the Parent and its direct and indirect subsidiaries are referred to as the “Company Group”) as may be requested by the Company or the Board from time to time). Employee’s duties and responsibilities shall include those normally incidental to the position(s) identified in Section 1, as well as such additional duties as may be assigned to Employee by the Company Board or the Board Company’s Principal Executive Officer from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee may, without violating this Section 2(a), (i) as a passive investment, own publicly traded securities in such form or manner as will not require any services by Employee in the operation of the entities in which such securities are owned; (iii) engage in charitable and civic activities; or and (iiii) with the prior written consent of the Board, engage in other personal and passive investment activities, in each case, so long as such ownership, interests interests, or activities do not interfere with Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or competitive with the business of any member of the Company GroupGroup and are otherwise in compliance with applicable law and all policies and codes of conduct established by any member of the Company Group and applicable to Employee. (b) Employee hereby represents and warrants that Employee is not the subject of, or a party to, any non-competition, non-solicitation, restrictive covenant, or non-disclosuredisclosure agreement, restrictive covenant or any other agreement, obligation obligation, restriction, or restriction understanding that would prohibit Employee from executing this Agreement or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer or other third party in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer or other third party to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of care, loyalty and disclosure disclosure, including the duty of loyalty as an attorney for each member of the Company Group, as required under Texas law, and (iii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized has under the laws of the State of DelawareDelaware law), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall report to the Chief Executive Officer of the Company and shall devote Employee’s best efforts and full business time and attention (except for permitted paid time off in accordance with Section 6(b) and periods of illness in accordance with the applicable Company policies) to the businesses of the Parent Company and its direct and indirect subsidiaries as may exist from time to time, including the Company time (collectively, the Parent and its direct and indirect subsidiaries are referred to as the “Company Group”) as may be requested by the Company or the Board from time to time. Employee’s duties and responsibilities shall include those normally incidental to the position(s) identified in Section 1, as well as such additional duties as may be assigned to Employee by the Company or the Board from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee may, without violating it being considered a violation of this Section 2(a), ): (i) as a passive investment, own publicly traded securities in such form or manner as will not require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in charitable charitable, professional, trade association, community, religious, and civic activities; (iii) attend to Employee’s personal matters and finances; or (iiiiv) with the prior written consent of the board of directors of the Company (the “Board”), engage in other personal and passive investment activitiesactivities or serve on a board, in each case, so long as such ownership, interests or activities do not interfere with Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or competitive with the business of any member of the Company Group. Employee’s principal place of employment shall be JP3’s Austin, Texas office, subject to reasonable business travel from time to time. (b) Employee hereby represents and warrants that Employee is not the subject of, or a party to, any employment, non-competition, non-solicitation, non-disclosure, restrictive covenant or non- disclosure agreement, or any other agreement, obligation obligation, restriction or restriction understanding that would prohibit Employee from executing this Agreement or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer or other third party in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer or other third party to the premises or property (including computers and computer systems) of any member of the Company Group.containing (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of care, loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized has under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law. 3.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall shall, subject to the terms of this Section 2(a), devote Employee’s best efforts and full business time and attention to the businesses of the Parent GMR and its direct and indirect subsidiaries as may exist from time to time, including the Company time (collectively, the Parent GMR and its direct and indirect subsidiaries subsidiaries, including the Company, are referred to as the “Company Group”) as may be requested by the Company or the Board from time necessary to timedischarge Employee’s duties and responsibilities hereunder. Employee’s duties and responsibilities shall include those normally incidental that are usual and customary to the position(s) identified in Section 1, as well as such additional duties relating to such position(s) as may be reasonably assigned to Employee by the Company or the Board from time to time. Notwithstanding the foregoing, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee may, without violating and it shall not be considered a violation of this Section 2(a)Agreement for Employee to, (i) as a passive investment, own publicly traded securities in such form or manner as will not require any services by Employee in the operation of the entities in which such securities are ownedsecurities; (ii) engage in charitable or serve such professional, charitable, trade association, community, educational, religious, civic or similar types of organizations and civic activities, as Employee may select; or (iii) with serve on the prior written consent boards of the Boarddirectors or advisory committees of any entities; and (iv) attend to Employee’s personal matters and/or Employee’s and/or his family’s personal finances, engage in other personal investments and passive investment activities, in each casebusiness affairs, so long as such ownership, interests service or activities described in clauses (i)-(iv) immediately preceding do not interfere with Employee’s ability to fulfill performance of Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or competitive with the business Business (as defined herein) of any member of the Company Group, and so long as such service or activities do not result in Employee’s violation of the terms of Sections 9 or 10 below. (b) Employee hereby represents and warrants that Employee is not the subject of, or a party to, any non-competition, non-solicitation, restrictive covenant, non-disclosure, restrictive covenant disclosure or other agreement, obligation or restriction similar agreement that would prohibit Employee from executing this Agreement or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer or other third party in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer or other third party to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary Employee’s duties (including (i) duties of care, loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware), and the obligations described in this Agreement hereunder are in addition to, and not in lieu of, the Employee’s fiduciary duties and other legal obligations Employee owes to each member of the Company Group under statutory and common applicable law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote Employee’s best efforts and full business time and attention to the businesses of the Parent Hi-Crush Inc. (the “Parent”) and its direct and indirect subsidiaries as may exist from time to time, including the Company (collectively, the Parent and its direct and indirect subsidiaries are referred to as the “Company Group”) as may be requested by the Company or the Board from time to time. Employee’s duties and responsibilities shall include those normally incidental to the position(s) identified in Section 1, as well as such additional duties as may be assigned to Employee by the Company or the Board from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee may, without violating this Section 2(a), (i) as a passive investment, own publicly traded securities in such form or manner as will not require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in charitable and civic activities; (iii) serve on the board of directors of Targa Resources Corp. and as a member of the board of directors (or similar governing body) of such other companies as the board of directors of the Parent (the “Board”) may approve in writing from time to time; or (iiiiv) with the prior written consent of the Board, engage in other personal and passive investment activities, in each case, so long as such ownership, interests interests, service or activities do not interfere with Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or competitive with the business of any member of the Company GroupBusiness (as defined below). (b) Employee hereby represents and warrants that Employee is not the subject of, or a party to, any employment agreement, non-competition, non-solicitation, non-disclosure, restrictive covenant or non-disclosure agreement, or any other agreement, obligation obligation, restriction or restriction understanding that would prohibit Employee from executing this Agreement or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer or other third party in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer or other third party to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of care, loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized owes under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall report to the Chief Executive Officer of the Company and shall devote Employee’s best efforts and full business time and attention to the businesses of the Parent Company and its direct and indirect subsidiaries as may exist from time to time, including the Company time (collectively, the Parent and its direct and indirect subsidiaries are referred to as the “Company Group”) as may be requested by the Company or the Board from time to time. Employee’s duties and responsibilities shall include those normally incidental to the position(s) identified in Section 1, as well as such additional duties as may be assigned to Employee by the Company or the Board from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee may, without violating this Section 2(a), (i) as a passive investment, own publicly traded securities in such form or manner as will not require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in charitable and civic activities; or (iii) with the prior written consent of the board of directors of the Company (the “Board”), engage in other personal and passive investment activities, in each case, so long as such ownership, interests or activities do not interfere with Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or competitive with the business of any member of the Company Group. (b) Employee hereby represents and warrants that Employee is not the subject of, or a party to, any employment, non-competition, non-solicitation, non-disclosure, restrictive covenant or non-disclosure agreement, or any other agreement, obligation obligation, restriction or restriction understanding that would prohibit Employee from executing this Agreement or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer or other third party in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer or other third party to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of care, loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized has under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) a. During the Employment Period, Employee shall devote Employee’s best efforts and full business time and attention to the businesses of the Parent Company and its direct and indirect subsidiaries as may exist from time to time, including the Company (collectively, the Parent Company and its direct and indirect subsidiaries are referred to as the “Company Group”) as may be requested by the Company or the Board from time to time. Employee’s duties and responsibilities shall include those normally incidental to the position(s) identified in Section 1, as well as such additional duties as may be assigned to Employee by the Company or the Board from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee may, without violating this Section 2(a), (i) as a passive investment, either make or manage personal investments or own publicly traded securities in such form or manner as will not require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in charitable and civic activities; (iii) serve as the Chief Executive Officer of ▇▇▇▇▇ Energy Transition Acquisition Corp.; (iv) serve on the board of directors of other private or public companies, including but not limited to Employee’s role as Chairman of the board of directors of the Company (the “Board”); or (iiiv) with the prior written consent of the Board, engage in other personal and passive investment activities, in each case, so long as such ownership, interests or activities do not interfere with Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or competitive with the business of any member of the Company Group. (b) Employee hereby represents and warrants that Employee is not the subject of, or a party to, any non-competition, non-solicitation, non-disclosure, restrictive covenant or other agreement, obligation or restriction that would prohibit Employee from executing this Agreement or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer or other third party in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer or other third party to the premises or property (including computers and computer systems) of any member of the Company Group. (c) b. Employee owes each member of the Company Group fiduciary duties (including (i) duties of care, loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized owes under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote Employee’s best efforts and full business time and attention to the businesses of the Parent Company and its direct and indirect subsidiaries as may exist from time to time, including the Company (collectively, the Parent Company and its direct and indirect subsidiaries are referred to as the “Company Group”) as may be requested by the Company or the Board from time to time. Employee’s duties and responsibilities shall include those normally incidental to the position(s) identified in Section 1, as well as such additional duties as may be assigned to Employee by the Company or the Board from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee may, without violating this Section 2(a), (i) as a passive investment, own publicly traded securities in such form or manner as will not require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in charitable and civic activities; or (iii) with the prior written consent of the Board, engage in other personal and passive investment activities, in each case, so long as such ownership, interests or activities do not interfere with Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or competitive with the business of any member of the Company Group. (b) Employee hereby represents and warrants that Employee is not the subject of, or a party to, any non-competition, non-solicitation, non-disclosure, restrictive covenant or other agreement, obligation or restriction that would prohibit Employee from executing this Agreement or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer or other third party in the course of performing services for any member of the Company Group, ​ ​ ​ ​ and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer or other third party to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of care, loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote Employee’s full business time, attention and best efforts and full business time and attention to the businesses of the Parent Roan and its direct and indirect subsidiaries as may exist from time to time, including the Company (collectively, the Parent Roan and its direct and indirect subsidiaries subsidiaries, including the Company, are referred to as the “Company Group”) as may be requested by the Company Board or the Board Chief Executive Officer from time to time. Employee’s duties and responsibilities shall include those normally incidental to the position(s) identified in Section 1, as well as such additional duties as may be assigned to Employee by the Company Board or the Board Chief Executive Officer from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee may, without violating this Section 2(a), (i) as a passive investment, own publicly traded securities in such form or manner as will not require the performance of any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in charitable and civic activities; or (iii) with the prior written consent of the Board, engage in other personal and passive investment activities, in each case, so long as such ownership, interests or activities do not interfere with Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or competitive with the business of any member of the Company Group. (b) Employee hereby represents and warrants that Employee is not the subject of, or a party to, any employment agreement, non-competition, non-solicitation, restrictive covenant, non-disclosuredisclosure agreement, restrictive covenant or any other agreement, obligation obligation, restriction or restriction understanding that would prohibit Employee from executing this Agreement or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer or other third party in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any such prior employer or other third party to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of care, loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote Employee’s best efforts and full business time and attention to the businesses of the Parent Company and its direct and indirect subsidiaries as may exist from time to time, including the Company (collectively, the Parent Company and its direct and indirect subsidiaries are referred to as the “Company Group”) as may be requested by the Company or the Board from time to time. Employee’s duties and responsibilities shall include those normally incidental to the position(s) identified in Section 1, as well as such additional duties as may be assigned to Employee by the Company or the Board from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee may, without violating this Section 2(a), (i) as a passive investment, own publicly traded securities in such form or manner as will not require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in charitable and civic activities; or (iii) with the prior written consent of the Board, engage in other personal and passive investment activities, in each case, so long as such ownership, interests or activities do not interfere with Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or competitive with the business of any member of the Company Group. (b) Employee hereby represents and warrants that Employee is not the subject of, or a party to, any non-competition, non-solicitation, non-disclosure, restrictive covenant or other agreement, obligation or restriction that would prohibit Employee from executing this Agreement or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer or other third party in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer or other third party to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of care, loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote Employee’s full business time, attention and best efforts and full business time and attention to the businesses business of the Parent Company and, as applicable, its subsidiaries (the Company and its direct and indirect subsidiaries as may exist from time to time, including the Company (collectively, the Parent and its direct and indirect subsidiaries are collectively referred to herein as the “Company Group”) ), as may be requested by the Company Company’s Board of Directors (the “Board”) or the Board from time to timeCompany’s Chief Executive Officer (the “CEO”). Employee’s duties and responsibilities shall will include those normally incidental to the position(s) identified in Section 1, as well as such additional duties as may be assigned to Employee by the Company Board or the Board CEO from time to time, which duties and responsibilities may include include, without limitation, providing services to other members of the Company Group in addition to the Company. Employee may, without violating this Section 2(a)Agreement, (i) as a passive investment, own publicly traded securities in such form or manner as will not require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in charitable and civic activities; or (iii) with the prior written consent of the Board, engage in other personal and passive investment activities, in each case, so long as such ownership, interests or activities do not interfere with Employee’s ability to fulfill Employee’s duties duties, authorities, and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or competitive with the business of any member of the Company Group. (b) Employee hereby represents and warrants that Employee is not the subject of, or a party to, any non-competition, non-solicitation, non-disclosure, restrictive covenant or other agreement, obligation or restriction that would prohibit Employee from executing this Agreement or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer or other third party in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer or other third party to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (duties, including (i) duties of care, loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware)disclosure, and that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote Employee’s reasonable best efforts and full business time and attention to the businesses of the Parent Company and its direct and indirect subsidiaries as may exist from time to time, including the Company time (collectively, the Parent Company and its direct and indirect subsidiaries are referred to as the “Company Group”) as may be requested by the Company or the Board from time to time. Employee’s duties and responsibilities shall include those normally incidental to the position(s) identified in Section 1, as well as such additional duties as may be assigned to mutually agreed by Employee by and the Company or the Board from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee may, without violating this Section 2(a), (i) as a passive investment, own publicly traded securities in such form or manner as will not require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in charitable and civic activities; or (iii) with the prior written consent of the Board, engage in other personal and passive investment activitiesactivities or (iv) participate in the activities listed on Exhibit A, in each case, so long as such ownership, interests or activities do not interfere with Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or competitive with the business of any member of the Company Group. (b) Employee hereby represents and warrants that Employee is not the subject of, or a party to, any non-competition, non-solicitation, non-disclosure, restrictive covenant or other agreement, obligation or restriction that would prohibit Employee from executing this Agreement or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer or other third party in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer or other third party to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of care, loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized owes under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period and the Additional Employment Period, Employee shall devote Employee’s best efforts and full all necessary business time time, ability and attention to the businesses of the Parent Company, Holdings and its their respective direct and indirect subsidiaries as may exist from time to time, including the Company (collectively, the Parent Company, Holdings and its their respective direct and indirect subsidiaries are referred to as the “Company Group”) ), as may be requested by the Company or the Board Holdings from time to time. Employee’s duties and responsibilities shall include those normally incidental to the position(s) identified in Section 1, as well as such additional duties as may be assigned to Employee by the Company or the Board Group from time to time, which duties time and responsibilities may include providing services to other members consistent with his role a Chief Executive Officer of the Company Group in addition to the Companyand Holdings. Employee may, without violating this Section 2(a), (i) own as a passive investment, own publicly traded securities in such form or manner as will not require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in charitable and civic activities; (iii) may serve on any boards of directors or boards of advisors identified to the Company and listed in Exhibit A, or approved in advance by the Board (which consent will not be unreasonably withheld, conditioned or delayed) or (iiiiv) with the prior written consent of the Board, engage in other personal and passive investment activities, in each case, so long as such ownership, interests or activities do not interfere with Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or competitive with the business of any member of the Company Group. (b) Employee hereby represents and warrants that Employee is not the subject of, or a party to, any employment agreement, non-competition, non-solicitation, restrictive covenant, non-disclosuredisclosure agreement, restrictive covenant or any other agreement, obligation obligation, restriction or restriction understanding that would prohibit Employee from executing this Agreement or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer or other third party in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any such prior employer or other third party to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of care, loyalty and disclosure and (ii) such fiduciary duties that an officer applicable to officers of the Company would have if the Company were a corporation organized under the laws of the State of DelawareHoldings), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote Employee’s best efforts and full business time and attention to the businesses of the Parent and its direct and indirect subsidiaries as may exist from time to time, including the Company (collectively, the Parent and its direct and indirect subsidiaries are referred to as the “Company Group”) as may be requested by the Company or the Board from time to time. Employee’s duties and responsibilities shall include those normally incidental to the position(s) identified in Section 1, as well as such additional duties as may be assigned to Employee by the Company or the Board from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee may, without violating this Section 2(a), ): (i) as a passive investment, own publicly traded securities in such form or manner as will not require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in charitable and civic activities; or (iii) with the prior written consent of the BoardCompany, engage in other personal and passive investment activities, in each case, so long as such ownership, interests or activities do not interfere with Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or competitive with the business of any member of the Company Group. (b) Employee hereby represents and warrants that Employee is not the subject of, or a party to, any employment agreement, non-competition, non-solicitation, non-disclosure, restrictive covenant or non-disclosure agreement, or any other agreement, obligation obligation, restriction, or restriction understanding that would prohibit Employee from executing this Agreement or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer or other third party in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer or other third party to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of care, loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized Parent owes under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote Employee’s full business time, attention and best efforts and full business time and attention to the businesses of the Parent Company and its direct and indirect subsidiaries as may exist from time to time, including the Company (collectively, the Parent and its direct and indirect subsidiaries are referred to as the “Company Group”) as may be requested by the Chief Financial Officer of the Company or the Board from time to time. Employee’s duties and responsibilities shall include those normally incidental to the position(s) identified in Section 1, as well as such additional duties as may be assigned to Employee by the Chief Financial Officer of the Company or the Board from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee may, without violating this Section 2(a)Agreement, (i) as a passive investment, own publicly traded securities in such form or manner as will shall not require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in charitable and civic activities, including participation in professional groups and associations (iii) serve on other company boards with the prior approval of the Board; or (iiiiv) with the prior written consent of the board of directors (the “Board”) of the Company, engage in other personal and passive investment activities, in each case, so long as such ownership, interests or activities do not interfere with Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or competitive with the business of any member of the Company Group. (b) Employee hereby represents and warrants that Employee is not the subject of, or a party to, any non-competitionemployment agreement, non-solicitationcompetition covenant, non-disclosurenondisclosure agreement, restrictive covenant or any other agreement, obligation obligation, restriction or restriction understanding that would prohibit Employee from executing this Agreement or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer or other third party in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer or other third party to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of care, loyalty and non-disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized has under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and or common law.

Duties and Responsibilities of Employee. (a) During Employee shall, during the Employment Period, Employee shall devote Employee’s best efforts and full business time and attention to the businesses of the Parent Company and its direct and indirect subsidiaries as may exist from time to time, including the Company time (collectively, the Parent Company and its current and future wholly owned direct and indirect subsidiaries are referred to as the “Company Group”) as may be requested by the Company or the Board CEO from time to time. Employee’s duties and responsibilities shall include those normally incidental to the position(s) identified in Section 1, as well as such additional duties as may be assigned to Employee by the Company or the Board CEO from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee may, without violating this Section 2(a), (i) as a passive investment, own publicly publicly-traded securities and investments in privately held entities in such form or manner as will not require any services by Employee in the day-to-day operation of the entities in which such securities or investments are owned; (ii) serve 1) as a member of the board of directors of Energetic Materials & Products, Inc. and 2) as an advisor to XPoint Energy Inc., (iii) engage in charitable and civic activities; or (iiiiv) with the prior written consent of the Board, engage in other personal outside activities provided (x) such activities (including but not limited to membership on boards of directors of not-for-profit and passive investment activities, in each case, for-profit organizations) so long as such ownership, ownership interests or activities do not interfere with Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or competitive with the business of any member of the Company Group; and (y) Employee gives written notice to the Board of any significant outside business activity in which Employee plans to become involved, whether or not such activity is pursued for profit. (b) Employee hereby represents and warrants that Employee is not the subject of, or a party to, any non-competition, non-solicitation, non-disclosure, restrictive covenant or non-disclosure agreement, or any other agreement, obligation obligation, restriction or restriction understanding that would prohibit Employee from executing this Agreement or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer or other third party in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer or other third party to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of care, loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall report to the Company’s Chief Executive Officer and shall devote Employee’s best efforts and full business time and attention to the businesses of the Parent Company and its direct and indirect subsidiaries as may exist from time to time, including the Company time (collectively, the Parent and its direct and indirect subsidiaries are referred to as the “Company Group”) as may be requested by the Company or the Board from time to time. Employee’s duties and responsibilities shall include those normally incidental to the position(s) identified in Section 1, as well as such additional duties consistent with his position as may be assigned to Employee by the Company or the Board from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee may, without violating this Section 2(a), (i) as a passive investment, own publicly traded securities in such form or manner as will not require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in charitable or serve such additional professional, civic, trade association, charitable, community, religious or similar types of organizations or speaking engagements as Employee may select; (iii) continue to serve on the boards of directors or similar body of, or as an advisor to, the public and civic activities; private for-profit businesses and enterprises that are set forth in Schedule 1, attached hereto, or any professional, civic, trade association, charitable, community, religious or other types of organization, in each such case, on which he is serving on the Effective Date or (iiiiv) with the prior written consent of the board of directors of the Company (the “Board”), engage in other personal and passive investment activities, or serve, with the consent of the Chairman of the Compensation Committee of the Board, on the board of directors, advisory committee or similar body of other public or private for-profit businesses or enterprises, in addition to those set forth in Schedule 1, attached hereto, or engage in other business activities, in each case, so long as such ownership, interests or activities do not interfere with Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or competitive with the business of any member of the Company Group. in (i) through (iii) do not significantly interfere with the performance of Employee’s responsibilities as Chief Financial Officer. (b) Employee hereby represents and warrants that Employee is not the subject of, or a party to, any employment, non-competition, non-solicitation, non-disclosure, restrictive covenant or non-disclosure agreement, or any other agreement, obligation obligation, restriction or restriction understanding that would prohibit Employee from executing this Agreement or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer or other third party in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer or other third party to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of care, loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized has under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote Employee’s best efforts and full business time and attention to the businesses of the Parent and its direct and indirect subsidiaries as may exist from time to time, including the Company (collectively, the Parent and its direct and indirect subsidiaries are referred to as the “Company Group”) as may be requested by the Company or the Board from time to time. Employee’s duties and responsibilities shall include those normally incidental to the position(s) identified in Section 1, as well as such additional duties as may be assigned to Employee by the Company or the Board from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee may, without violating this Section 2(a), (i) as a passive investment, own publicly traded securities in such form or manner as will not require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in charitable and civic activities; or (iii) with the prior written consent of the Board, engage in other personal and passive investment activities, in each case, so long as such ownership, interests or activities do not interfere with Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or competitive with the business of any member of the Company Group. (b) Employee hereby represents and warrants that Employee is not the subject of, or a party to, any non-competition, non-solicitation, non-disclosure, restrictive covenant or other agreement, obligation or restriction that would prohibit Employee from executing this Agreement or fully performing each of Employee’s duties and responsibilities hereunder, or that would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer or other third party in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer or other third party to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of care, loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote Employee’s best efforts and full business time and attention to the businesses of the Parent Company and its direct and indirect subsidiaries as may exist from time to time, including the Company (collectively, the Parent Company and its direct and indirect subsidiaries are referred to as the “Company Group”) as may be requested by the Company or the Board Company’s Chief Operating Officer from time to time. Employee’s duties and responsibilities shall include those normally incidental to the position(s) identified in Section 1, as well as such additional duties as may be assigned to Employee by the Company Company, the Company’s Chief Operating Officer or the Board from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee may, without violating this Section 2(a), (i) as a passive investment, own publicly traded securities in such form or manner as will not require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in charitable and civic activities; or (iii) with the prior written consent of the Board, engage in other personal and passive investment activities, in each casecase of (i), (ii) and (iii), so long as such ownership, interests or activities do not interfere with Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or competitive with the business of any member of the Company Group. (b) Employee hereby represents and warrants that Employee is not the subject of, or a party to, any non-competition, non-solicitation, non-disclosure, restrictive covenant or other agreement, obligation or restriction that would prohibit Employee from executing this Agreement or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer or other third party in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer or other third party to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of care, loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law. (d) Employee’s principal place of employment shall continue to be the Executive’s principal place of employment as of the Effective Date; provided that Employee may be required to travel from time to time for business purposes.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote Employee’s full business time, attention and best efforts and full business time and attention to the businesses business of the Parent (as defined below) and its direct and indirect subsidiaries as may exist from time to timesubsidiaries, including the Company (collectively, the Parent and its direct and indirect subsidiaries are referred to as the “Company Group”) as may be requested by the Company or the Board from time to time. Employee’s duties and responsibilities shall include those normally incidental to the position(s) identified in Section 1, as well as such additional duties as may be assigned to Employee by the Company or the Board from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee may, without violating this Section 2(a)Agreement, (i) as a passive investment, own publicly traded securities in such form or manner as will not require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in charitable and civic activities; or (iii) with the prior written consent of the board of directors (the “Board”) of Rosehill Resources Inc., a Delaware corporation and parent of the Company (the “Parent”), engage in other personal and passive investment activities, in each case, so long as such ownership, interests or activities do not interfere with Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or competitive with the business of any member of the Company Group. (b) Employee hereby represents and warrants that Employee is not the subject of, or a party to, any employment agreement, non-competition, non-solicitation, restrictive covenant, non-disclosuredisclosure agreement, restrictive covenant or any other agreement, obligation obligation, restriction or restriction understanding that would prohibit Employee from executing this Agreement or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer or other third party (excluding any member of the Company Group) in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any such prior employer or other third party to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of care, loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote Employee’s best efforts and full business time and attention to the businesses of Select Energy Services, Inc., a Delaware corporation and the Parent parent of the Company (“Parent”) and its direct and indirect subsidiaries as may exist from time to time, including the Company (collectively, the Parent and its direct and indirect subsidiaries are referred to as the “Company Group”) as may be requested by Parent or the Company or the Board from time to time. Employee’s duties and responsibilities shall include those normally incidental to the position(s) identified in Section 1, as well as such additional duties as may be reasonably assigned to Employee by the Company or the Board from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee may, without violating this Section 2(a), (i) as a passive investment, either make or manage personal investments that are unrelated to the Business or any Business Opportunity of the Company (as defined in Sections 10(f)(i) and 10(f)(ii)) or own publicly traded securities securities, in each case, in such form or manner as will not require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in charitable and civic activities; or (iii) with the prior written consent of the board of directors of Parent (the “Board”), engage in other personal and passive investment activities, in each case, so long as such ownership, interests or activities do not interfere with Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or competitive with the business of any member of the Company Group. (b) Employee hereby represents and warrants that Employee is not the subject of, or a party to, any employment agreement, non-competition, non-solicitation, non-disclosure, restrictive covenant or non-disclosure agreement, or any other agreement, obligation obligation, restriction or restriction understanding that would prohibit Employee from executing this Agreement or fully performing ​ each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer or other third party in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer or other third party to the premises or property (including computers and computer systems) of any member of the Company Group. (c) Employee owes each member of the Company Group fiduciary duties (including (i) duties of care, loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized owes under the laws of the State of Delaware), and the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law.