Common use of Duties Clause in Contracts

Duties. The Executive shall serve under the direction of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Company.

Duties. The (a) During the term of this Agreement, the Executive shall serve under be employed in the direction position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Board Company (the "Board"), the President and shall exercise Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties commonly performed by an executive of a publicly traded company to be consistent with the same or a comparable his position. The Executive shall comply with all applicable laws obey the lawful directions of the Board, the Company's President and regulations, as well as all applicable Chief Executive Officer and any other senior executive officer of the Company policies and procedures, including the Code of Business Conduct and Ethics, and Executive shall faithfully serve use his diligent efforts to promote the best interests of the Company during and to maintain and promote the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the reputation thereof. (b) The Executive shall devote all not during his term of the Executive’s full business time, attention and skill exclusively to the business and affairs employment (except as a representative of the Company and its Affiliates. The Chief Executive Officer shall review or with the performance consent in writing of the Executive on at least an annual basis. The Executive will not engage Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and obligations professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. The (a) During the term of this Agreement, the Executive shall serve under be employed in the direction position set forth in Exhibit A and shall, unless prevented by incapacity, devote all of his/her business time, attention and ability during normal corporate office business hours to the discharge of his/her duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in his/her by the Board of Directors of the Board Company (the "Board"), the President and shall exercise all Chief Executive Officer of the Company and any other senior executive officer of the Company, such duties commonly performed by an executive of a publicly traded company to be consistent with the same or a comparable his/her position. The Executive shall comply with all applicable laws obey the lawful directions of the Board, the Company's President and regulations, as well as all applicable Chief Executive Officer and any other senior executive officer of the Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve use his/her diligent efforts to promote the best interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during the Period term of Employment. During the Period of Employment and employment (except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs a representative of the Company and its Affiliates. The Chief Executive Officer shall review or with the performance consent in writing of the Executive on at least an annual basis. The Executive will not engage Board) be directly or indirectly engaged or concerned or interested in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer except through ownership of the Company an interest of not more than 2% in any entity that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest does not compete with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing , provided it does not impair the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part ability of the Executive to discharge fully and faithfully his/her duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in the operation or affairs of the business entities various leadership capacities in which those investments are madecivic, charitable and professional organizations. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties Executive recognizes that his/her primary and obligations paramount responsibility is to the Company. (d) The Executive shall be based in the Hauppauge, New York, except for required travel on the Company's business.

Duties. The Executive shall serve under (a) Throughout the direction of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided belowPeriod, the Executive shall devote all of be the Executive’s full business time, attention and skill exclusively to the business and affairs Chief Financial Officer of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned reporting directly to the Executive from time to time by the Board or the Chief Executive Officer of the Company, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that are consistent with anything herein to the provisions of this Agreement. Notwithstanding the abovecontrary notwithstanding, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving (i) with the prior written consent of the Board of Directors of the Company (the “Board”), which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director or member on the date of a committee of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any charitable or non-profit organization, or with prior approval of other activities approved by the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with ; provided that the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The activities described above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations responsibilities to the CompanyCompany as provided hereunder.

Duties. 2.1 The Executive Employee shall serve under the direction of the Board perform and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws discharge well and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the authority, duties and responsibilities which may be assigned to the Executive Employee from time to time by the Board or the Chief Executive Officer of Directors of the Company that Employer in connection with the conduct of the Business of the Employer; provided, however, that, in making its assignments, the Board of Directors of the Employer shall assign only such authority, duties and responsibilities assigned to the Employee from time to time as are, in the aggregate, consistent with the duties and responsibilities as would be customarily assigned to a person occupying a the positions held by the Employee pursuant to the terms of this Agreement, including, but not limited to, those set forth on Exhibit A attached hereto. 2.2 In addition to the duties and responsibilities specifically assigned to the Employee pursuant to Section 2.1 hereof, the Employee shall: (a) devote substantially all of the Employee's time, energy and skill during regular business hours to the performance of the duties of the Employee's employment (reasonable vacations and reasonable absences due to illness excepted) and faithfully and industriously perform such duties; (b) diligently follow and implement all management policies and decisions communicated to the Employee by the Board of Directors of the Employer which are consistent with this Agreement; and (c) timely prepare and forward to the provisions Board of Directors of the Employer all reports and accounting as may be requested of the Employee. 2.3 The Employee shall devote the Employee's entire business time, attention and energies to the Business of the Employer and shall not during the term of this Agreement. Notwithstanding the above, nothing Agreement be engaged (whether or not during normal business hours) in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-business or professional activity, whether or not such activity is pursued for gain, profit organization, in each case involving no actual or potential conflict of interest with other pecuniary advantage; but this shall not be construed as preventing the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing Employee from (a) investing the Executive’s Employee's personal assets in investments or business entities businesses which (subject to clause (b) below) are not in such form or manner that competition with the Business of the Employer and which will not violate this Agreement or require any services on the part of the Executive Employee in the their operation or affairs and in which the Employee's participation is solely that of an investor, (b) purchasing securities or other interests in any entity provided that such purchase shall not result in the Employee's collectively owning beneficially at any time five percent (5%) or more of the equity securities of any business entities in which those investments are made. The above activities will be allowed as competition with the Business of the Employer and (c) participating in civic and professional affairs and organizations and conferences, preparing or publishing papers or books or teaching so long as they do not materially affect or interfere with the performance Board of Directors of FLAG approves of such activities prior to the Employee's engaging in them. Notwithstanding anything to the contrary in the preceding provisions of this Section 2.3, the Employee may continue to serve on any board of directors that the Employee serves upon as of the Executive’s duties and obligations to the CompanyEffective Date.

Duties. The Company agrees to employ the Executive shall serve under as Chairman and Chief Executive Officer of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ (the direction of “News Channel”) and Fox Business Channel (the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations“Business Channel”), as well as all applicable Company policies Chairman of Fox Television Stations (“FTS”) and procedures, including the Code of Business Conduct and EthicsTwentieth Television (“TT”), and shall faithfully serve as Editor-in-Chief of Fox ▇▇▇▇.▇▇▇, and the best interests Executive agrees to accept such employment for the Term of the Company during the Period of EmploymentEmployment as hereinafter defined. During the Period Term of Employment Employment, the Executive, subject to the provisions of this Agreement, shall have the title and except for illnessthe duties of Chairman and Chief Executive Officer of the News Channel and the Business Channel, incapacity, reasonable vacation Chairman of FTS and holiday periodsTT, and Editor-in-Chief of Fox ▇▇▇▇.▇▇▇. In performing his duties hereunder, the Executive shall report directly to the Chairman and Chief Executive Officer and President and Chief Operating Officer of News Corporation. In conformity with budgets approved by the Chief Executive Officer of News Corporation, the Executive shall have the authority and perform such duties for (i) the News Channel and Business Channel as provided belowshall be consistent with the authority and duties of a chairman and chief executive officer including the right to hire and fire employees (including an executive assistant) and (ii) FTS and TT as shall be consistent with the authority and duties of a chairman. Executive’s duties will include direction of affiliate sales and advertising sales (subject to coordinating such activities with similar activities conducted by other Fox Television entities) and content and format of the News Channel and Business Channel and Fox ▇▇▇▇.▇▇▇. In connection with performing his duties under this Agreement, the Executive shall be a Senior Advisor to the Chairman and Chief Executive Officer and President and Chief Operating Officer of News Corporation on television and all broadcast, cable news, business news and internet matters. During the Term of Employment, subject to the provisions of Section 6(d) hereof, the Executive shall devote all of the Executive’s full his business time, time and attention and give his best efforts and skill exclusively to furthering the business and affairs interests of the Company. If requested, Executive agrees to serve without additional compensation as a director and/or committee member of the News Channel, the Business Channel, FTS, TT and any other subsidiaries and affiliates of News Corporation. In his capacities under this Agreement, including as a director, Executive shall be indemnified, defended and held harmless for any and all claims as against the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully be insured under News Corporation’s Directors and Officers Liability Insurance Policy. This insurance and/or indemnification will include the duties which may be assigned to provision of legal representation and the Executive from time to time by the Board or the Chief Executive Officer payment of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Companydamages.

Duties. The a. While the Executive is employed pursuant to this Agreement, he shall serve under perform such duties and discharge such responsibilities as the direction Chief Executive Officer of the Corporation and the Board of Directors of the Corporation (the “Board of Directors”) shall from time to time direct, which duties and responsibilities shall exercise all duties commonly performed by an executive of a publicly traded company be commensurate with the same or a comparable Executive’s position. The Executive shall comply with all applicable laws perform his duties and regulationsdischarge his responsibilities from the Corporation’s principal office in Chantilly, as well as all applicable Company policies Virginia, other than normal and procedurescustomary business travel, including the Code of Business Conduct which is also a duty and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all requirement of the Executive’s full business timeemployment with the Corporation. The Executive shall comply fully with all applicable laws, attention rules and skill exclusively regulations as well as with the Corporation’s policies and procedures. The Executive shall devote his entire working time to the business and affairs of the Company Corporation and its Affiliates. The Chief Executive Officer shall review the use his best efforts, skills and abilities in his diligent and faithful performance of his duties and responsibilities hereunder. While the Executive on at least an annual basis. The Executive will is employed pursuant to this Agreement, he shall not engage in any other business activities or hold any office or position, regardless of whether any such activity, and will perform faithfully office or position is pursued for profit or other pecuniary advantage, without the duties which may be assigned to prior written consent of the Corporation; provided, however, the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing may engage in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures (i) personal investment activities for himself and fulfilling speaking engagements; 3.2.3. Engaging in his family and (ii) charitable and community civic activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as , so long as they such outside interests set forth in subsections (i) and (ii) hereof do not materially affect or interfere with the performance of his duties and responsibilities hereunder. b. The Chief Executive Officer and the Board of Directors reserve the right from time to time to assign to the Executive additional duties and responsibilities and to delegate to other employees of the Corporation duties and responsibilities normally discharged by the Executive’s . All such assignments and delegations of duties and obligations responsibilities shall be made in good faith and shall not materially affect the general character of the work to be performed by the Executive. The Executive shall hold such officerships and directorships in the Corporation and any subsidiary to which, from time to time, the Executive may be appointed or elected with no additional compensation payable to the CompanyExecutive.

Duties. The (A) THE Executive agrees that during the continuance of this Agreement he will hold such offices or positions within the Company, and perform such duties and assignments relating to the business of the Company as the Board of Directors or its Chairman shall direct except that the Executive shall serve under the direction not be required to hold any office or position or to perform any duties of the Board assignment inconsistent with his experience and shall exercise all duties commonly qualifications or not customarily performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests officer of the Company during company. (B) If the Period Board of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided belowDirectors or its Chairman so directs, the Executive shall without further remuneration serve as an officer of or perform services for one or more subsidiary or associated company of the Company provided that the duties of such office are not inconsistent with the Executive's experience and qualifications and are duties customarily performed by an officer of the Company. The Executive hereby agrees that the Company shall be entitled from time to time to second the Executive to any subsidiary or associated company of the Company without prejudice to the rights of the Executive hereunder or the other provisions of this Agreement and the Company shall be at liberty to appoint other persons to act jointly with the Executive whether in such secondment or in his normal duties hereunder. (C) During the continuance of this Agreement the Executive shall, except during customary periods of holiday and periods of illness, devote all of his business time and attention to the Executive’s full business time, attention performance of his duties hereunder and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review subsidiary and associated companies and to promoting the performance best interests of the Executive on at least an annual basisCompany and its subsidiary and associated companies. 3 (D) The Executive will shall not engage during the continuance of his employment hereunder (except as a representative of the Company or with the consent in writing of the Board of Directors of the Company) be directly or indirectly engaged or concerned in the conduct of any other business activity, and will perform faithfully the duties which may nor shall he be assigned to the Executive from time to time by the Board directly or the Chief Executive Officer indirectly interested in any such business save through his holding or being interested in investments (quoted or unquoted) not representing more than five per cent of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee issued investments of any charitable or non-profit organization, or with prior approval class of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Companyone company.

Duties. The (A) THE Executive agrees that during the continuance of this Agreement he will hold such offices or positions with the Company, and perform such duties and assignments relating to the business of the Company as the Board of Directors or its Chairman shall direct except that the Executive shall serve under the direction of the Board not be required to hold any office or position or to perform any duties or assignment inconsistent with his experience and shall exercise all duties commonly qualifications or not customarily performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests officer of the Company during Company. (B) If the Period Board of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided belowDirectors or its Chairman so directs, the Executive shall without further remuneration serve as an officer of or perform services for one or more subsidiary or associated company of the Company provided that the duties of such office are not inconsistent with the Executive's experience and qualifications and are duties customarily performed by an officer of the Company. The Executive hereby agrees that the Company shall be entitled from time to time to second the Executive to any subsidiary or associated company of the Company without prejudice to the rights of the Executive hereunder or the other provisions of this Agreement and the Company shall be at liberty to appoint other persons to act jointly with the Executive whether in such secondment or in his normal duties hereunder. (C) During the continuance of this Agreement the Executive shall, except during customary periods of holiday and periods of illness, devote all of his business time and attention to the Executive’s full business time, attention performance of his duties hereunder and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review subsidiary and associated companies and to promoting the performance best interests of the Executive on at least an annual basis. Company and its subsidiary and associated companies. (D) The Executive will shall not engage during the continuance of his employment hereunder (except as a representative of the Company or with the consent in writing of the Board of Directors of the Company) be directly or indirectly engaged or concerned in the conduct of any other business activity, and will perform faithfully the duties which may nor shall he be assigned to the Executive from time to time by the Board directly or the Chief Executive Officer indirectly interested in any such business save through his holding or being interested in investments (quoted or unquoted) not representing more than five per cent of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee issued investments of any charitable or non-profit organization, or with prior approval class of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Companyone company.

Duties. The (a) During the term of this Agreement, the Executive shall serve under be employed in the direction position set forth in Exhibit A and shall, unless prevented by incapacity, devote all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Board Company (the "Board"), the Chief Executive Officer, and shall exercise all the President, such duties commonly performed by an executive of a publicly traded company to be consistent with the same or a comparable his position. The Executive shall comply with all applicable laws and regulationsobey the lawful directions of the Board, as well as all applicable Company policies and procedures, including the Code of Business Conduct and EthicsChief Executive Officer, and the President and shall faithfully serve use his diligent efforts to promote the best interests of the Company during and to maintain and promote the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the reputation thereof. (b) The Executive shall devote all not during his term of the Executive’s full business time, attention and skill exclusively to the business and affairs employment (except as a representative of the Company and its Affiliates. The Chief Executive Officer shall review or with the performance consent in writing of the Executive on at least an annual basis. The Executive will not engage Board) be directly or indirectly engaged or concerned or interested in any other business activity, and will perform faithfully except through ownership of an interest of not more than 2% in any entity, provided it does not impair the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall not be prohibited from serving in the operation or affairs of the business entities various leadership capacities in which those investments are madecivic, charitable and professional organizations. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties Executive recognizes that his primary and obligations paramount responsibility is to the Company. In addition, with the Board’s approval, the Executive shall be free to serve as a Director of a non-competing corporation. (d) The Executive shall be based in Hauppauge, New York, except for required travel on the Company's business.

Duties. (a) The Company does hereby hire, engage, and employ Executive as Executive Vice President of the Company, and Executive does hereby accept and agree to such hiring, engagement, and employment. During the Period of Employment (as defined in Section 2), Executive shall serve under the direction Company in such position in conformity with the provisions of this Agreement, directives of the Board Chief Executive Officer and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company corporate policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company as they presently exist, and as such policies may be amended, modified, changed, or adopted during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the have duties and authority consistent with Executive’s full business time, attention 's position as Executive Vice President and skill exclusively shall report to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with (the provisions "Reporting Relationship"). (b) Throughout the Period of Employment, Executive shall devote his time, energy, and skill to the performance of his duties for the Company, vacations and other leave authorized under this AgreementAgreement excepted. Notwithstanding the aboveforegoing, nothing in this Agreement Executive shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging be permitted to (i) engage in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets affairs and (ii) make direct investments of any character in any non-competing business or businesses and to manage such investments or business entities in such form or manner that will (but not violate this Agreement or require services on the part of the Executive be involved in the operation or affairs day-to-day operations of any such business); provided, in each case, and in the business entities in which those investments are made. The above aggregate, that such activities will be allowed as long as they do not materially affect or interfere with the performance of Executive's duties hereunder, and further provided that Executive may invest in a publicly traded competing business so long as such investment does not equal or exceed one percent of the Executive’s duties and obligations outstanding shares of such publicly traded competing business. (c) Executive hereby represents to the CompanyCompany that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive's duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment or other agreement or policy to which Executive is a party or otherwise bound.

Duties. The (a) Executive shall perform such duties and functions as the Chief Executive Officer and the Board of Directors of the Company shall from time to time determine and Executive shall comply in the performance of his duties with the policies of, and be subject to the direction of, the Chief Executive Officer and/or the Board of Directors. Executive shall serve under the direction as an officer of the Company without further compensation. At the request of the Chief Executive Officer and/or the Board and of Directors, Executive shall exercise all duties commonly performed by serve, without further compensation, as an executive officer of a publicly traded company with any subsidiary or affiliate of the same or a comparable position. The Company and, in the performance of such duties, Executive shall comply with the policies of the Board of Directors of each such subsidiary or affiliate. (b) During the term of this Agreement, Executive shall devote substantially all applicable laws of his time and regulationsattention, vacation time and absences for sickness excepted, to the business of the Company, as well necessary to fulfill his duties. Executive shall perform the duties assigned to him with fidelity and to the best of his ability. Notwithstanding anything herein to the contrary, Executive may engage in other activities so long as all applicable Company policies such activities do not unreasonably interfere with Executive's performance of his duties hereunder and proceduresdo not violate Section 9 hereof. (c) Nothing in this Section 6 or elsewhere in this Agreement shall be construed to prevent Executive from investing or trading in nonconflicting investments as he sees fit for his own account, including the Code real estate, stocks, bonds, securities, commodities or other forms of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, investments. (d) The principal location at which the Executive shall devote all of perform his duties hereunder shall be at the Executive’s full business timeCompany's offices in Chestnut Hill, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on Massachusetts or at least an annual basis. The Executive will not engage in any such other business activity, and will perform faithfully the duties which location as may be assigned to the Executive designated from time to time by the Board or the Chief Executive Officer of Directors of the Company Company; provided that are consistent with if the provisions principal location of this AgreementExecutive's duties is transferred from Chestnut Hill, Massachusetts, the new principal location of Executive's duties shall not be transferred beyond a ▇▇-▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ without Executive's consent. Notwithstanding Notwithstanding, the aboveforegoing, nothing in this Agreement Executive shall preclude perform such services at such other locations as may be required for the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the proper performance of the Executive’s his duties hereunder, and obligations to the CompanyExecutive recognizes that such duties may involve travel.

Duties. The Executive shall serve under Employee hereby agrees to perform such duties as are customarily associated with and incidental to the direction of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, position described in Section 2 and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive him/her from time to time by the Board or the Chief Executive Officer employees of the Company that are consistent with to whom Employee is responsible. (a) Employee shall devote substantially all his/her full business time and efforts to the provisions business and interest of the Company. (b) During the term of this Agreement. Notwithstanding the above, nothing Employee shall not engage in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, activity that would be inconsistent with such duties or with prior approval the objectives and business of the BoardCompany and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside business, any other for-profit organizationhe/she shall disclose his/her interest in writing to the Company, and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in each case involving no actual or potential conflict the reasonable discretion of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they General Counsel from time-to-time, do not materially affect or interfere with the performance of the ExecutiveEmployee’s duties and obligations to for the Company. (d) Employee acknowledges the receipt of the Company’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.

Duties. The (a) During the period of employment as provided in Paragraph 1(b) hereof, Executive shall serve under as Chief Financial Officer of the Corporation, and shall have all powers and duties consistent with such position subject to the direction of the Board Board. Such duties shall include, without limitation, the following: (i) Chief Financial Officer. The primary duties and shall exercise responsibilities of the Chief Financial Officer consist of the following: to establish overall financial practices and procedures necessary to maintaining effective accounting control over all duties commonly performed by an executive aspects of a publicly traded company the Corporation and its subsidiaries. In addition, the Chief Financial Officer will have primary responsibility for the appropriate management and investment of the Corporation's assets, particularly cash, to maximize the highest possible rate of return. Additional responsibilities will include dealing primarily with the same Corporation's independent auditors, financial institutions, particularly commercial banks and financial analysts, the preparation, based upon information obtained from appropriate personnel, of an annual budget, both consolidated and unconsolidated and additional interim reports as will permit him to maintain effective control and supervision on a continuing basis of the Corporation's financial results or a comparable position. The Executive shall comply with all applicable laws operations and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethicsfinancial status, and shall faithfully serve such further responsibilities as are delegated to Executive by the best interests President and Chief Executive Officer of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Corporation. (b) Executive shall devote all of the Executive’s full business substantially her entire professional time, attention and skill energy exclusively to the business and affairs of the Company Corporation and its Affiliates. The Chief Executive Officer subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and shall review not during the performance term of the Executive on at least an annual basis. The Executive will not engage her employment hereunder be engaged in any other business activityactivity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing her personal investments or investing her assets in such form or manner as will not require any significant services on her part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and will perform faithfully its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the duties Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which may be assigned she now serves and which has been disclosed to the Executive from time Corporation in writing or, subject to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organizationfrom accepting employment to additional board of directors, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in provided that such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of Executive's duties hereunder. (c) Executive further agrees that during the Executive’s duties term of her employment under this Agreement she will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and obligations to its affiliates without obtaining the Companyprior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom she has performed services by virtue of this Agreement or who she has met in connection with her employment under this Agreement.

Duties. (a) The Executive shall agrees to serve under the direction of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The as Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company Vice President during the Period of EmploymentTerm. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided belowIn such capacity, the Executive shall devote all of have the responsibilities and duties customary for such office(s) and such other executive responsibilities and duties as are assigned by the Chief Executive Officer, or such other executive as the Chief Executive Officer may designate, which are consistent with the Executive’s full position(s). The Executive agrees to devote substantially all his business time, attention and skill exclusively services to the business and affairs of the Company and its Affiliatessubsidiaries and to perform his duties to the best of his ability. The Chief Executive Officer shall review At all times during the performance of this Agreement, the Executive on at least an annual basiswill adhere to the Code of Conduct of the Company (the “Code of Conduct”) that has been or may hereafter be established and communicated by the Company to the Executive for the conduct of the position or positions held by the Executive. The Executive will may not engage in any other business activityaccept directorships on the board of directors of for-profit corporations without the prior written consent of the Executive Vice President, Human Resources of the Company. The Executive may accept directorships on the board of directors of not-for-profit corporations without the prior, written consent of the Executive Vice President, Human Resources so long as (a) such directorships do not interfere with Executive’s ability to carry out his responsibilities under this Agreement, and will perform faithfully the duties which may be assigned to (b) Executive promptly notifies the Executive from time Vice President, Human Resources in writing of the fact that he has accepted such a non-profit directorship. (b) If the Company or the Executive elects not to time by renew the Board Term pursuant to Section 2.2, the Executive shall continue to be employed under this Agreement until the expiration of the then current Term (unless earlier terminated pursuant to Section 3.1 hereof), shall cooperate fully with the Chief Executive Officer, or such other executive as the Chief Executive Officer of the Company that are consistent may designate and shall perform such duties not inconsistent with the provisions of this Agreement. Notwithstanding hereof as he shall be assigned by the above, nothing in this Agreement shall preclude the Chief Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organizationOfficer, or with prior approval of such other executive as the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Chief Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the CompanyOfficer may designate.

Duties. The As Executive shall serve under the direction Vice President and Chief Resource Officer of the Board Company, the Employee shall: (a) have such management, supervisory and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable operational functions as are customary to such position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve such other powers, functions and duties as may be assigned to the best interests Employee by the Board of Directors or Chief Executive Officer of the Company during the Period of Employment. During the Period of Employment and except for illnessCompany; and (b) diligently, incapacity, reasonable vacation and holiday periodscompetently, and as provided below, the Executive shall devote faithfully perform all of the Executiveduties and functions as may be assigned to the Employee hereunder; (c) not create a situation that results in termination for Cause (as that term is defined in Section 8 hereof); (d) devote one hundred percent (100%) of the Employee’s full business time, attention attention, energies, and skill exclusively effort to the business and affairs of the Company Company; (e) achieve the results and its Affiliatesother goals required by the Company; and (f) Conduct all of his activities in a manner so as to maintain and promote the business and reputation of the Company. The Chief Executive Officer Employee shall review not, during the performance term of the Executive on at least an annual basis. The Executive will not this Agreement, engage in any other business activity; provided, however, that the Employee shall be permitted to invest the Employee’s personal assets and manage the Employee’s personal investment portfolio in such a form and manner as will perform faithfully the duties which may be assigned not require any business services on Employee’s part to the Executive from time to time by the Board any third party or the Chief Executive Officer of the Company that are consistent conflict with the provisions of this AgreementSection 9, Section 10 or Section 12 hereof, conflict with the Employee’s duties or responsibilities to the Company hereunder, or conflict with any published policy of the Company or its affiliates, including but not limited to the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy of the Company or its affiliates. Notwithstanding anything to the abovecontrary herein, nothing in the parties acknowledge and agree that the Employee shall, during the term of this Agreement and at the request of the Company, also serve as an officer of any subsidiary or affiliate of the Company as the Company shall request. In such capacity, Employee shall be responsible generally for all aspects of such office. All terms, conditions, rights and obligations of this Agreement shall preclude be applicable to Employee while serving in such office as though Employee and such subsidiary or affiliate of the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director Company had separately entered into this Agreement, except that the Employee shall not be entitled to any compensation, vacation, fringe benefits, automobile allowance or member of a committee other remuneration of any charitable kind whatsoever from such subsidiary or non-profit organization, or with prior approval affiliate of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Company.

Duties. The Executive shall serve under the direction of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote substantially all of the Executive’s full business working time, attention and skill exclusively efforts to the business and affairs of the Company and (which shall include service to its Affiliatesaffiliates), except during any paid vacation or other excused absence periods. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other outside business activityactivities (including serving on outside boards or committees) without the prior written consent of the Board (which the Board may grant or withhold in its sole and absolute discretion); provided that Executive shall be permitted to (i) act as a director of Draken International, Inc., member or manager of JDI Holdings, LLC, and will perform faithfully the duties which may be assigned an officer, director and shareholder of Rook Holdings, Inc.; (ii) have a direct and/or indirect ownership interest in non-competing companies and, to the extent any such companies are majority-owned by the Executive, serve as an officer and director of such companies; (iii) serve on the board of directors (or as an advisor) of any business corporation other than a competitor of the Company or where the Board reasonably determines there is an actual conflict of interest; (iv) serve on the board of directors of, or work for, any charitable, non-profit or community organization other than a competitor of the Company or where the Board reasonably determines there is an actual conflict of interest; or (v) pursue his personal financial and legal affairs, in each case, subject to compliance with this Agreement and provided that such activities do not materially interfere with Executive’s performance of Executive’s duties and responsibilities hereunder or violate any restrictive covenants applicable to Executive pursuant to any written agreement with the Company (including, without limitation, the restrictive covenants set forth in Section 5). Executive agrees to observe and comply with the rules and policies of the Company as adopted by the Company from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organizationtime, in each case involving no actual as amended from time to time, as set forth in writing, and as delivered or potential made available to Executive (each, a “Policy”), provided that the terms of such Policies do not conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging terms of this Agreement, in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate which case this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Companyshall control.

Duties. The (a) Executive shall serve under iGTI as President and Chief Executive Officer and agrees to serve in the same positions with iGATE and to promote the Company’s interests, be responsible for such duties as are commensurate with and required by such positions, and any other duties as may be assigned to Executive by the board of directors of iGATE (the “Board”) from time to time. Executive will be responsible for the day-to-day business operations of the Company, subject to the supervision and direction of the board of directors of iGTI or the Board. (b) As of the Effective Date, Executive shall be appointed to serve as a member of the Board and thereafter shall exercise all be nominated for reelection as a member of the Board as Executive’s term as director expires. (c) Executive agrees to perform his duties commonly performed by an executive of in a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulationsdiligent, as well as all applicable Company policies and procedurestrustworthy, including the Code of Business Conduct and Ethicsloyal, businesslike, productive, and shall faithfully serve efficient manner and to use his best efforts to advance the best interests business and goodwill of the Company during the Period of EmploymentCompany. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall agrees to devote all of the Executive’s full his business time, skill, energy and attention and skill exclusively to the business and affairs of the Company except for (i) positions on the board of directors of other companies or organizations currently held by Executive and disclosed on Schedule 2 hereto, and (ii) positions on the board of directors of other companies proposed to be taken up by Executive and disclosed to iGTI and in respect of which iGTI grants its Affiliates. The Chief approval in writing. (d) During the time Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive is employed with iGTI, he will not engage in any other business activity, and will perform faithfully the duties which may for his own account or be assigned to the Executive from time to time employed by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organizationother Person, or with render any services, give any advice or serve in a consulting capacity, whether gratuitously or otherwise, to or for any other Person without the prior written approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the CompanyiGTI.

Duties. The Executive Employee’s duties shall serve under the direction of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive prescribed from time to time by the Board and shall include such responsibilities as are customary for employees performing functions similar to those of Employee. In addition, Employee shall serve at no additional compensation in such executive capacity or the Chief Executive Officer capacities with respect to any subsidiary or affiliate of the Company that are consistent with to which he may be elected, assigned or appointed. Employee shall devote substantially all of his time and attention to the provisions performance of this Agreementhis duties and responsibilities for and on behalf of the Company except as set forth herein, or as may be consented to by the Company. In addition, Employee shall be required to travel to all locations, whether national or international, in order to further develop and learn the needs of the business. Notwithstanding anything to the abovecontrary herein, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving Employee from: (i) serving as a director or member of the board of directors or advisory board (or their equivalents in the case of a committee non-corporate entity) of any charitable or non-profit philanthropic organization, separate from the Company; (ii) engaging in charitable, community or with prior approval of the Board, philanthropic activities or any other for-profit organizationactivities or (iii) serving as an executor, trustee or in each case involving no actual or potential conflict of interest with a similar fiduciary capacity; provided, that the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive activities set out in the operation foregoing clauses shall be limited by Employee so as not to affect, individually or affairs of in the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect aggregate, or interfere with the performance of the ExecutiveEmployee’s duties and obligations to responsibilities hereunder, without the consent of the Company. During Employee’s employment with the Company, Employee shall be governed by, subject to, and be in compliance with all Company policies, procedures, guidelines, practices, rules and regulations applicable to employees generally (“Company Policies”), including without limitation, the Onyx Employee Handbook, and in each case, as they may be amended from time to time in the Company’s sole discretion. It is expressly understood that any violation of the terms of such Company Policies shall be considered a breach of the terms of this Agreement.

Duties. The 2.1 Executive shall serve under perform the direction duties of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs Senior Vice President/Chief Operating Officer of the Company and such additional executive duties of Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activityaffiliates as may be, and will perform faithfully the duties which may be assigned to the Executive from time to time time, requested of him by the Company's Board of Directors or the Chairman and/or Chief Executive Officer of the Company. 2.2 Executive shall devote his full professional time and best efforts to the performance of his duties and responsibilities hereunder to advance the interests of the Company that are consistent with and shall not during the provisions term of this Agreement. Notwithstanding the aboveAgreement (as defined in Section 1 hereof) be employed, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director involved or member of a committee of any charitable otherwise engaged in, either directly or non-profit organization, or with prior approval of the Boardindirectly, any other for-employment for gain, profit organizationor other pecuniary advantage, without prior written consent of Company. At no time shall Executive engage in each case involving no actual or potential conflict of interest any activity that conflicts with the Company; 3.2.2business of the Company or its affiliates. Delivering lectures Nothing set forth in this section 2.2 shall be construed to prevent Executive from (i) acting as a member of Board of Trustees or a member of Board of Directors of any other corporation, or as a member of the Board of Trustees of any organization or entity which is not a competitor of the Company or (ii) devoting of such of Executive's time and fulfilling speaking engagements; 3.2.3. Engaging in charitable attention to philanthropic, charitable, civic, community or other activities or endeavors as Executive shall reasonably determine but only to the extent that Executive's pursuance of any activities or endeavors does not materially and community activities; or 3.2.4. Investing adversely effect the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services 's ability to perform and discharge Executive's duties and objectives to the Company hereunder. 2.3 Except for required travel on Company business, Executive shall perform his duties and responsibilities at the part of the Executive Company's principal executive offices located in the operation or affairs of the business entities in which those investments are madegreater Philadelphia area. The above activities will Company shall furnish Executive with office space, secretarial assistance, a personal computer, and such other facilities and services as shall be allowed as long as they do not materially affect or interfere with suitable to Executive's position and adequate for the performance of the Executive’s his duties and obligations to the Companyhereunder.

Duties. (a) The Executive Employee shall serve under the direction Employer, and its affiliates and associates as such terms are defined in the Business Corporations Act (Ontario) (collectively “Affiliates”), in such capacity or capacities and perform such duties and exercise such powers pertaining to the management and operation of the Board Employer and shall exercise all duties commonly performed by an executive any of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, its Affiliates as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive determined from time to time by the Board or the Chief Executive Officer Chair of the Company Board of Directors of the Employer or his/her designate. Such capacities, duties and powers shall be consistent with the position then held by the Employee with the Employer. Despite any services the Employee may provide to the Affiliates of the Employer from time to time, the Employee understands and expressly agrees that, subject to any applicable legislation, the Employee’s employment relationship is and shall remain exclusively with the Employer. (b) The Employee’s duties and responsibilities upon commencing employment shall include the following: (i) All duties and responsibilities outlined in Schedule A to this Agreement; (ii) Carry out his/her duties and responsibilities with the highest level of integrity and judgment, and exercise at all times the care, skill and diligence consistent with the Employer’s policies regarding quality and service; (iii) Act as a director and/or officer of the Employer or any of its Affiliates as may be determined from time to time by the shareholders or Chair of the Board of Directors of the Employer in their sole discretion. The Employee acknowledges and agrees that in the event that an appointment to the Board of Directors of the Employer or as an officer of the Employer or as a director or officer of any one or more of its Affiliates shall be terminated for any reason whatsoever, the Employee shall not be entitled to any notice or compensation whatsoever with respect to the termination of such appointment; (iv) Be knowledgeable of, enforce and abide by the Employer’s policies and practices as they may be amended from time to time; (v) Use best efforts to promote the interests and goodwill of the Employer and not act or fail to act, or make or fail to make any statement, oral or written, which would injure the Employer’s business, interests or reputation; and (vi) Other duties that may reasonably be assigned to the Employee, provided such duties are consistent with the provisions of position then held by the Employee. (c) The Employee hereby confirms that he/she is qualified and competent to perform the duties and services as described in this Agreement. Notwithstanding The Employee agrees to provide and perform his/her duties and services to the aboveEmployer in a faithful and diligent manner, nothing to the best of his/her ability and on a full time basis. The Employee also agrees to devote all of his/her business time, attention, skill and effort exclusively to the Employer’s business at all times in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest compliance with the Company;policies, procedures, directions and instructions given to the Employee by the Employer. 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. (d) The above activities will be allowed as long as they do not materially affect or interfere with the performance of the ExecutiveEmployee’s duties and obligations services shall be performed and provided at such times and for such length of time as prudent management will require. The Employee’s hours of work may vary and be irregular so as to ensure the Companyobjectives of the Employee’s employment are met. In accordance with the provisions of the Employment Standards Act, 2000 (Ontario), as amended or replaced from time to time (“ESA”), in light of the Employee’s position overtime is not payable for hours worked in excess of the Employee’s regular hours.

Duties. (a) Executive agrees that during the Term of Employment he will hold such offices or positions with the Company, and perform such duties and assignments relating to the business of the Company, as the Board of Directors or the Chief Executive Officer of the Company shall direct except that Executive shall not be required to hold any office or position or to perform any duties or assignment inconsistent with his experience and qualifications or not customarily performed by a corporate officer. The Company represents to Executive that the Board of Directors (acting by its Compensation Committee) has authorized the making of this Agreement and expressed its present intention that during the Term of Employment Executive will be an elected officer of the Company. The failure of any future Board of Directors to elect Executive as an officer of the Company shall not, however, be deemed to relieve either party hereto of any of his or its obligations under this Agreement. (b) If the Board of Directors or the Chief Executive Officer of the Company so directs, Executive shall serve under the direction as an officer of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same one or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests more subsidiaries of the Company during (provided that the Period duties of Employment. During the Period of Employment such office are not inconsistent with Executive's experience and except for illness, incapacity, reasonable vacation qualifications and holiday periods, are duties customarily performed by a corporate officer) and as provided below, the Executive shall devote part or all of the Executive’s full compensation to which Executive is entitled hereunder may be paid by such subsidiary or subsidiaries. However, such employment and/or payment of Executive by a subsidiary or subsidiaries shall not relieve the Company from any of its obligations under this Agreement except to the extent of payments actually made to Executive by a subsidiary. (c) During the Term of Employment Executive shall, except during customary vacation periods and periods of illness, devote substantially all of his business time, time and attention to the performance of his duties hereunder and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review subsidiaries and to promoting the performance best interests of the Executive on at least an annual basis. The Executive will not Company and its subsidiaries and he shall not, either during or outside of such normal business hours, engage in any other business activity, and will perform faithfully the duties which may be assigned activity inimical to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Companybest interests.

Duties. The Executive shall serve under the direction of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulationsCompany does hereby hire, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethicsengage, and shall faithfully serve employ the best interests Employee as the Chief Financial Officer and Senior Vice President of Finance of the Company and Employee does hereby accept and agree to such hiring, engagement, and employment. Employee shall serve the Company in such position fully, diligently, competently, and in conformity with provisions of this Agreement and the corporate policies of the Company as they presently exist, and as such policies may be amended, modified, changed, or adopted during the Period of Employment, as hereinafter defined. During the Period of Employment Employee shall also serve as the Chief Financial Officer and except Senior Vice President of Finance of each subsidiary or affiliate of the Company that is now or that becomes a part of the ▇▇▇. ▇▇▇▇▇▇ Company Group. As used in this Agreement, the term the "▇▇▇. ▇▇▇▇▇▇ Company Group" shall mean and refer to the Company and the Company's subsidiaries and affiliates from time to time. Subject to specific elaboration by the Board of Directors of the Company as to the duties (which shall be consistent herewith and with Employee offices provided for illnesshereunder) that are to be performed by Employee and the manner in which such duties are to be performed, incapacitythe duties of Employee shall entail those duties customarily performed by a Chief Financial Officer and Senior Vice President of Finance of a company with a sales volume and the number of employees commensurate with those of the Company. Provided, reasonable vacation however, that at all times during the Period of Employment, Employee shall perform those duties and holiday periodsfulfill those responsibilities and refrain from those activities that are reasonably prescribed or proscribed by the Board of Directors of the Company to be performed or refrained from by her consistent with her positions with the Company. Employee shall be responsible and report only to the Company's President and Chief Executive Officer. Throughout the Period of Employment, Employee shall devote her full time, energy, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business performance of her duties for the Company and affairs for the benefit of the Company and its Affiliatesthe ▇▇▇. The Chief Executive Officer ▇▇▇▇▇▇ Company Group. Employee shall review exercise due diligence and care in the performance of her duties for and the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned fulfillment of her obligations to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of under this Agreement. Notwithstanding the aboveThe Company shall furnish Employee with office, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving secretarial and other facilities and services as a director are reasonably necessary or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with appropriate for the performance of Employee's duties hereunder and consistent with her position as the Executive’s duties Chief Financial Officer and obligations to Senior Vice President of Finance of the Company.

Duties. The During the Employment Period, the Executive shall serve under do and perform all services and acts necessary or advisable to fulfill the direction duties and responsibilities of the Board Executive’s positions and shall exercise all render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties commonly performed as may be reasonably assigned to the Executive by an executive the Board of a publicly traded company Directors of Centers (the “Centers Board”) or the Board of Directors of Holdings (the “Holdings Board”), as applicable, commensurate with the same or a comparable positionExecutive’s positions. The Executive shall comply with all applicable laws report solely and regulationsdirectly to the Holdings Board. The Executive’s duties, as well as all applicable Company policies titles and procedures, including responsibilities shall not be changed materially at any time without his consent (other than during any period where the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of EmploymentExecutive is incapacitated due to physical or mental illness). During the Period of Employment and except Except for illness, incapacitysick leave, reasonable vacation and holiday periodsvacations, and excused leaves of absence, or as otherwise provided belowin this Agreement, the Executive shall shall, throughout the Employment Period, devote substantially all the Executive’s working time, attention, knowledge and skills faithfully, and to the best of the Executive’s full business timeability, attention and skill exclusively to the business duties and affairs responsibilities of the Company Executive’s positions in furtherance of the business affairs and activities of GNC and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage Affiliates (as defined in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this AgreementSection 5.4(a)). Notwithstanding the aboveforegoing, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organizationis permitted, or with prior approval of to the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in extent such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or substantially interfere with the performance of the Executive’s his duties and obligations responsibilities under this Agreement or create an adverse business conflict with any Company Party (as defined in Section 5.4(b)), to (a) manage his personal, financial, and legal affairs, (b) serve on civic or charitable boards or committees (it being understood that his continuing to serve on the boards and committees set forth on Exhibit A, will, as of the Effective Date, be deemed not to interfere with the performance of his duties and responsibilities under this Agreement), and (c) deliver lectures or fulfill speaking engagements. Except where GNC provides its written consent otherwise (which consent will not be unreasonably withheld), the Executive shall maintain his principal residence within 75 miles of the principal office of Centers as of the Effective Date. The Executive shall at all times be subject to, comply with, observe and carry out faithfully to the Companybest of his ability and in all material respects (x) Centers lawful rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally and in effect from time to time and (y) such lawful rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as either the Centers Board or the Holdings Board may from time to time reasonably establish or approve for their executive officers.

Duties. The Executive Employee’s duties shall serve under be such duties and responsibilities as the direction Company, through its Board of the Board Directors or otherwise, shall specify from time to time. Employee shall have such authority, discretion, power and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethicsresponsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully serve execute and perform such duties and responsibilities, subject to the best interests general supervision and control of the Company Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attention, and energies to the Company’s business and, during the Period term of Employment. During the Period of Employment and except for illnessthis Agreement, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreementexcept as set forth herein. Notwithstanding the above, nothing Nothing in this Agreement shall preclude the Executive Employee from devoting time during reasonable periods required forto the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests of the Company, and (iii) if Employee receives direct compensation for an activity set forth in subsection (d), below, such activity has been disclosed in writing by the Employee and approved by the Company’s Chief Executive Officer (the “CEO”) as set forth herein: 3.2.1. Serving (a) serving as a director or member of a committee of any charitable organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-profit organization, competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or with prior approval shall receive direct compensation. Approval of such business activity shall be granted by the Board, any other for-profit organizationCEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in each case involving no actual or potential good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the ExecutiveEmployee’s duties and obligations to the Company. Such activities shall be deemed approved if the CEO fails to respond to Employee’s disclosure within 30 (thirty) days of receipt of same.

Duties. 2.1 The Executive shall serve under Employee is employed as the Vice Chairman and Secretary of the Company and the Bank and the General Counsel of the Company, subject to the direction of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review and the performance Board of the Executive on at least an annual basisDirectors or its designee(s). The Executive will not engage in any other business activity, Employee shall perform and will perform discharge well and faithfully the authority, duties and responsibilities which may be assigned to the Executive Employee from time to time by the Board or of Directors in connection with the conduct of the Business of the Employer; provided, however, that, in making its assignments, the Board of Directors shall assign only such authority, duties and responsibilities assigned to the Employee from time to time as are, in the aggregate, consistent with the duties and responsibilities as would be customarily assigned to a person occupying the positions, including as a director of the Company and the Bank, held by the Employee pursuant to the terms of this Agreement. 2.2 In addition to the duties and responsibilities specifically assigned to the Employee pursuant to Section 2.1 hereof, the Employee shall: (a) devote substantially all of the Employee’s time, energy and skill during regular business hours to the performance of the duties of the Employee’s employment (reasonable vacations and reasonable absences due to illness excepted) and faithfully and industriously perform such duties; (b) diligently follow and implement all management policies and decisions communicated to the Employee by the Chief Executive Officer and the Board of Directors, which are consistent with this Agreement; (c) timely prepare and forward to the Board of Directors, all reports and accounting as may be requested of the Employee; and (d) serve as a director of the Company that are consistent with and the provisions Bank. 2.3 The Employee shall devote the Employee’s entire business time, attention and energies to the Business of the Employer and shall not during the term of this Agreement. Notwithstanding Agreement be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage; but this shall not be construed as preventing the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required forEmployee from: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of (a) managing the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with Employee’s personal assets and investing the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the ExecutiveEmployee’s personal assets in investments or business entities businesses, which (subject to clause (b) below) are not in such form or manner that competition with the Business of the Employer and which will not violate this Agreement or require any services on the part of the Executive Employee in the their operation or affairs and in which the Employee’s participation is solely that of an investor; (b) purchasing securities or other interests in any entity provided that such purchase shall not result in the Employee’s collectively owning beneficially at any time five percent (5%) or more of the equity securities of any business entities in which those investments are made. The above activities will be allowed as competition with the Business of the Employer; (c) serving on the board of directors of other organizations so long as they do such service does not materially affect or interfere with the performance of the ExecutiveEmployee’s duties under this Agreement and obligations are not in competition with the Business of the Employer; and (d) participating in civic and professional affairs and organizations and conferences, preparing or publishing papers or books or teaching so long as the Board of Directors approves of such activities prior to the CompanyEmployee’s engaging in them. Notwithstanding anything to the contrary in this Section 2.3, the Employee may serve as a principal of Bankers’ Capital Group, LLC. For the avoidance of doubt, Bankers’ Capital Group, LLC also serves as a general partner of Sagus Partners, LLC and intends to do so following the date of this Agreement.

Duties. The Executive shall serve under perform the direction duties of Chairman of the Board of Directors and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Chief Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests Officer of the Company during the Period of Employment. During the Period of Employment and except for illnessCompany, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively subject to the business and affairs powers by law vested in the Board of Directors of the Company and its Affiliatesin the Company’s shareholders. The Chief duties of Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive changed from time to time by the Board or the Chief mutual consent of Executive Officer of the and Company that are consistent with the provisions without resulting in a rescission of this Agreement. Notwithstanding any such change from the duties specified above, nothing or hereafter assigned, the employment of Executive shall be construed as continuing under this Agreement; provided, however, any material changes in this Agreement Executive’s duties, without Executive’s consent, shall preclude be construed as a termination of Executive without cause. Without limiting the foregoing, Executive also agrees to hold the position of Chairman of the Board or another mutually agreeable executive position with the Bank as the Bank or the Company may direct without payment of additional compensation. During the Term, Executive shall perform the services herein contemplated to be performed by Executive faithfully, diligently, and to the best of Executive’s ability, consistent with the highest and best standards of the banking industry and in compliance with all applicable laws and the Company’s Articles of Incorporation, Bylaws, and internal written policies. The time devoted by Executive to such services shall be appropriate in light of the nature and scope of Executive’s services as reasonably determined by the Board of Directors of the Company and Executive from devoting time during reasonable periods required for: 3.2.1to time. Serving Executive shall also be nominated by the Boards of Directors of the Company and the Bank to serve as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with Company and the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing Bank during the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the CompanyTerm.

Duties. The During the Term (as defined below), Employee shall be employed as President and Chief Executive Officer of Employer. Employee shall serve under report to the direction Chairman of the Board of Directors of Employer. Employee agrees to diligently and shall honestly exercise all duties commonly performed by an executive of a publicly traded company with his business judgment in the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests discharge of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and duties as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively are customary to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the this position as those duties which may be assigned to the Executive are determined from time to time by the Board of Directors of the Employer (the “Board”) and to fully comply with all laws and regulations pertaining to the performance of this Agreement, all ethical rules, Employer’s Code of Business Conduct & Ethics for Members of the Board of Directors and Executive Officers as well as any and all of policies, procedures and instructions of the Company including, but not limited to, the provisions of Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. Employee agrees to devote his full work time and best efforts to the performance of the duties as an employee of Employer; provided, however, that Employee shall not be precluded from engaging in non-profit activities (such as serving on the boards of trade and industry associations, or the religious, charitable or other community organizations), as long as such activities do not unreasonably interfere with Employee’s duties and responsibilities as President and Chief Executive Officer of Employer. Employee will not, during the Company that are consistent Term, directly or indirectly, engage in any other business, either as an employee, employer, consultant, principal, officer, director, advisor, or in any other capacity, either with or without compensation, without the prior written consent of the Employer. Employee shall also comply with all reasonable rules and regulations and policies now in effect or as subsequently modified, governing the conduct of Employer’s employees, including policies relating to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and reporting obligations intended to comply with the provisions Securities Exchange Act of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Company1933.

Duties. The (a) Executive shall serve under perform such duties and functions as the President and Chief Executive Officer and Board of Directors of the Company shall from time to time determine, and Executive shall comply in the performance of his duties with the policies of, and be subject to, the direction of the President and Chief Executive Officer and the Board of Directors. Such duties shall be performed at the Company’s headquarters in Middlefield, Connecticut, with travel to the Company’s other locations as required. (b) Executive agrees to devote substantially all his working time, attention and energies to the performance of the business of the Company and of any of its subsidiaries by which he may be employed; and Executive shall exercise all not, directly or indirectly, alone or as a member of any partnership or other organization, or as an officer, director or employee of any other corporation, partnership or other organization, be actively engaged in or concerned with any other duties commonly performed by an executive of a publicly traded company or pursuits which interfere with the same performance of his duties hereunder, or a comparable position. The Executive shall comply with all applicable laws and regulationswhich, as well as all applicable Company policies and procedureseven if non-interfering, including the Code of Business Conduct and Ethicsmay be inimical, and shall faithfully serve or contrary, to the best interests of the Company during the Period of Employment. During the Period of Employment and Company, except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the those duties which may be assigned to the Executive from time to time or pursuits specifically authorized by the Board of Directors. (c) All fees, compensation or commissions for personal services (excluding existing fees, if any, that Executive is receiving from present Board of Director positions that he has previously disclosed in writing to the Chief Executive Officer and the Board) received by Executive during the Term of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude be paid to the Company when received by Executive, except those fees that the Board of Directors determines may be kept by Executive. Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior will obtain the approval of the BoardBoard of Directors before accepting any director positions. This provision shall not be construed to prevent Executive from investing or trading in non-conflicting investments as he sees fit for his own account, any including real estate, stocks, bonds, securities, commodities or other for-profit organization, in each case involving no actual or potential conflict forms of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Companyinvestments.

Duties. (a) Executive agrees that during the Term of Employment he will hold such offices or positions with the Company, and perform such duties and assignments relating to the business of the Company, as the Board of Directors or the chief executive officer of the Company shall direct except that Executive shall not be required to hold any office or position or to perform any duties or assignment inconsistent with his experience and qualifications or not customarily performed by a corporate officer. The Company represents to Executive that the Board of Directors (acting by its Compensation Committee) has authorized the making of this Agreement and expressed its present intention that during the Term of Employment Executive will be an elected officer of the Company. The failure of any future Board of Directors to elect Executive as an officer of the Company shall not, however, be deemed to relieve either party hereto of any of his or its obligations under this Agreement. (b) If the Board of Directors or the chief executive officer of the Company so directs, Executive shall serve under the direction as an officer of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same one or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests more subsidiaries of the Company during (provided that the Period duties of Employment. During the Period of Employment such office are not inconsistent with Executive's experience and except for illness, incapacity, reasonable vacation qualifications and holiday periods, are duties customarily performed by a corporate officer) and as provided below, the Executive shall devote part or all of the Executive’s full compensation to which Executive is entitled hereunder may be paid by such subsidiary or subsidiaries. However, such employment and/or payment of Executive by a subsidiary or subsidiaries shall not relieve the Company from any of its obligations under this Agreement except to the extent of payments actually made to Executive by a subsidiary. (c) During the Term of Employment Executive shall, except during customary vacation periods and periods of illness, devote substantially all of his business time, time and attention to the performance of his duties hereunder and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review subsidiaries and to promoting the performance best interests of the Executive on at least an annual basis. The Executive will not Company and its subsidiaries and he shall not, either during or outside of such normal business hours, engage in any other business activity, and will perform faithfully the duties which may be assigned activity inimical to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Companybest interests.

Duties. The Executive While employed hereunder, Executive’s duties shall serve under the direction of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company be commensurate with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethicsposition held by Executive, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively generally not be less than those in effect immediately prior to the business and affairs Effective Time with respect to the operations of the Company and its Affiliatessubsidiaries, except that Executive acknowledges that as a consequence of the Merger, Executive shall cease to perform duties that were required of him solely by virtue of the Company being a public company, which such cessation of duties shall not constitute Good Reason. The Chief While employed hereunder, Executive Officer shall review devote his full business time to the performance of his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreementand Monex. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest During Executive’s employment with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing , the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on Executive may not, without the part prior written consent of the Executive Monex CEO, directly or indirectly, operate, participate in the operation management, operations or affairs control of, or act as an executive, officer, consultant, agent or representative of, any type of competitive business or service (other than as an executive of the business entities in which those investments are made. The above activities will be allowed Company); provided that the Executive may, to the extent not otherwise prohibited by this Agreement, devote such amount of time as long as they do does not materially affect interfere or interfere compete with the performance of the Executive’s duties under this Agreement to any one or more of the following activities: (i) investing the Executive’s and obligations his family’s personal assets in such manner as will not require significant services to be rendered by the Company.Executive in the operation of the affairs of the companies in which investments are made; and (ii) engaging in community and charitable activities. Executive shall only be permitted to serve as an independent director on one or more boards of directors of other corporations with the prior approval of the Monex CEO, except Monex agrees that Executive may continue to serve on the board of directors of gMed, Inc.

Duties. The During the term of this Agreement, the Executive agrees to be employed by and to serve the Corporation as its President and Chief Executive Officer, and the Corporation agrees to employ and retain the Executive in such capacities. In such capacity, the Executive shall serve under the direction of the Board render such managerial, administrative and other services as are customarily associated with or incident to such position and shall exercise all perform such other duties commonly performed by an executive of a publicly traded company and responsibilities for the Corporation as the Corporation may reasonably require, consistent with the same or a comparable such position. The Executive shall comply with all applicable laws and regulationsdevote a substantial portion of his business time, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethicsenergy, and shall faithfully serve skill to the best interests affairs of the Company during Corporation as the Period Executive shall report to the Corporation's board of Employmentdirectors. During The Corporation shall not appoint any individual to whom the Period Executive shall report, or who shall have the right to supervise the Executive, provided, however, that the Corporation's board of Employment directors may appoint one or more members of the board of directors to coordinate the reporting from the Executive to the board of directors. In the event that the Corporation changes the Executive's title, working conditions or specifies duties so that the Executive's powers and except for illnessduties are diminished or reduced, incapacityor include powers, reasonable vacation duties or working conditions which are not generally consistent with the title of Chief Executive Officer, or if the Corporation changes the reporting relationship so that the Executive reports to another officer or employee, other than the Corporation's board of directors as a whole, then at any time thereafter, at the Executive's option and holiday periodsupon thirty days notice, and as provided belowthat such changes shall not have been rescinded or corrected to the reasonable satisfaction of the Executive within said thirty day period, the Executive shall devote all of have the Executive’s full business time, attention and skill exclusively right to terminate the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activityemployment relationship, and will perform faithfully in such event, the duties which may employment shall be assigned deemed to the Executive from time to time have been terminated by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the CompanyCorporation without cause.

Duties. The Executive During the Initial Term and any and all Renewal Terms (as hereinafter defined) hereof, Employee shall serve under faithfully perform his duties in accordance with this Agreement and the direction Bylaws of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulationsCompany, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the Company faithfully and to the best interests of his ability and devote substantially all of his business time and attention, knowledge, energy and skills to the Company. Employee shall be responsible for such matters as assigned to him by the Chief Executive Officer and/or President of the Company during which shall be the Period of Employment. During the Period of Employment normal day-to-day management, operation and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all maintenance of the Executive’s full business time, attention and skill exclusively to the business financial operations and affairs of the Company in accordance with the Company's annual business plan, budget and its Affiliatesassigned duties. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned Subject to the Executive from time to time directions of and limitations imposed by the Board or the Chief Executive Officer and/or President of the Company, the Employee shall be responsible for interpretation and executive implementation of the corporate policies for his assigned area(s) which shall be the Company's financial operations and functions as set by the Board of Directors, the Chief Executive Officer and/or President of the Company, and shall perform all the duties and have and exercise all rights and powers usually pertaining and attributable, by law, custom, or otherwise, with respect thereto. Subject to the directions of and limitations imposed by the Chief Executive Officer and/or President of the Company, the Employee shall have the authority to effectuate all business matters with respect to his responsibilities and to execute such legal instruments as may be necessary to carry out his duties in the name of the Company that are consistent with and on its behalf. Employee shall coordinate and supervise the provisions activities of this Agreement. Notwithstanding all employees of the aboveCompany under his control, nothing in this Agreement shall preclude have the Executive power to employ and terminate the employment of all such subordinate officers, agents, clerks, and other employees and have the authority to fix and change, from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member to time, the compensation of a committee of any charitable or non-profit organizationall such officers, or with prior agents, clerks and other employees subject to the approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict President of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Company.

Duties. The During the Term of Employment, the Executive shall continue to serve under as the direction Company's Managing Director and Secretary. In his capacity as Secretary, the Executive shall have such powers, perform such duties and shall have such responsibilities with respect to the Business of the Company usually pertaining and attributed by law, custom or otherwise to the office of the Secretary, except as may be expressly limited by the Board of Directors of the Company. In his capacity as Managing Director the Executive will be involved in corporate planning and shall exercise all duties commonly performed by an executive development, capital raising, regional sales, marketing of a publicly traded company with the same or a comparable positioncorporate products and services, and approving corporate documents for signature. The Executive shall comply with all applicable laws and regulationsnot without the prior written consent of the Company's Board of Directors, as well as all applicable Company policies and proceduresduring the term of this Employment Agreement, including other than in the Code performance of Business Conduct and Ethics, and shall faithfully serve duties naturally inherent in the best interests business of the Company during as applicable, and in furtherance thereof, render services of a business, professional or commercial nature to any other person or firm, whether for compensation or otherwise; provided, however, that so long as it does not interfere with his employment hereunder, the Period Executive may: (a) attend to outside investments and serve as a director of Employmenta corporation which does not compete with the Company; (b) serve as a director, trustee or officer of or otherwise participate in educational, welfare, social, religious and civic organizations; (c) serve as a director, officer or employee of any other entity if and to the extent consented to in writing by the Board of Directors of the Company. During The Executive shall arrange his affairs and lifestyle so that he can perform his duties from the Period Company's offices currently located at ▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Plaza, New York, NY 10017 or at an office facility in Orlando, Florida or at such other locations approved by the Executive. The Executive shall travel as reasonably required in connection with the performance of his duties hereunder. If elected, the Executive may agree to serve any part of the Term of Employment and except for illnessas any other officer of the Company or as an officer or director of any of the Company's subsidiaries without any additional compensation other than as specified in this Employment Agreement, incapacity, reasonable vacation and holiday periods, and provided no other liabilities or obligations are imposed on Executive outside the scope of this Employment Agreement. So long as provided belowthis Employment Agreement is in effect, the Executive shall devote all be nominated as a member of the Executive’s full business time, attention and skill exclusively to the business and affairs Board of the Company and its Affiliates. The Chief Executive Officer shall review the performance Directors of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Company.

Duties. The (a) As Executive Vice President and Chief Financial Officer of XM, EMPLOYEE shall serve under have responsibility for all the financial and accounting affairs of XM, subject to the direction of the Chief Executive Officer and the Board of Directors (the “Board”), and such other responsibilities and duties, consistent with his position and expertise, as may from time to time be reasonably prescribed by the Chief Executive Officer or the Board. EMPLOYEE shall exercise all report to the Chief Executive Officer. (b) EMPLOYEE’s employment with XM shall be full-time and exclusive. During the term of employment, EMPLOYEE shall devote the whole of EMPLOYEE’s business time, attention, skill, and ability to the faithful and diligent fulfillment of EMPLOYEE’s duties commonly performed by hereunder. EMPLOYEE acknowledges and agrees that EMPLOYEE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may require, including, but not limited to, service as an executive officer or director of a publicly traded company XM or any Affiliate, provided however, that such services, and such office or position, shall be consistent with the same or a comparable positionEMPLOYEE’s position as Executive Vice President and Chief Financial Officer of XM. The Executive EMPLOYEE shall comply with all applicable laws policies of XM and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. Affiliates. (c) During the Period term of Employment and except for illnessemployment, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive it shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions a violation of this Agreement. Notwithstanding Agreement for EMPLOYEE to (i) serve on no more than one outside corporate board (except the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member board of a committee Conflicting Organization); (ii) serve as an officer or director of any charitable or non-profit organizationa cooperative housing, or with prior approval of the Boardcivic or charitable organization or committee; (iii) deliver lectures, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling fulfill speaking engagements; 3.2.3. Engaging in charitable and community activities, or teach at educational institutions; or 3.2.4. Investing the Executive’s or (iv) manage personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as passive investments, so long as they such activities (individually or collectively) do not conflict or materially affect or interfere with the performance of the ExecutiveEMPLOYEE’s duties and obligations to the Companyhereunder.

Duties. The As Chief Financial Officer of the Company, the Executive shall serve under diligently and faithfully perform such duties and functions as may be assigned to the direction Executive commensurate with his position as Chief Financial Officer of the Company by the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with Directors of the same or a comparable positionCompany. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall be required hereunder to devote substantially all of the Executive’s full business time, attention time and skill exclusively effort to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review be responsible for directly reporting to the performance Board of the Executive on at least an annual basis. The Executive will not engage in any other business activityDirectors, and will perform for diligently and faithfully the performing such duties which and functions as may be assigned to the Executive from time to time by the Board or the commensurate with his position as Chief Executive Financial Officer of the Company that are consistent with by the provisions Board of this AgreementDirectors of the Company on all matters for which the Executive is responsible. Notwithstanding the aboveforegoing, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing shall be permitted to invest the Executive’s personal assets in investments or business entities and manage the Executive’s personal investment portfolio in such a form or and manner that as will not violate this Agreement or require any business services on the Executive’s part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere to any third party, and provided it does conflict with the performance of the Executive’s duties and responsibilities to the Company or the provisions of Section 10 or Section 11 hereof, or conflict with any material published policy of the Company or its Affiliates, including, but not limited to, the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy of the Company or its Affiliates. Notwithstanding the foregoing, the Executive shall also be permitted to participate in customary civic, nonprofit, religious, welfare, social and professional activities that will not materially affect the Executive’s performance of his duties hereunder. The Executive may continue to serve on any board of directors and advisory committees of companies on which the Executive currently serves, as long as the business of such companies is not competitive with that of the Company or any of its Affiliates. The Executive shall not serve on the board of directors or advisory committee of any other company without the prior consent of the Company, which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary herein, the parties acknowledge and agree that the Executive shall, during the term of this Agreement and at the request of the Company, also serve as an officer of any Affiliate of the Company as the Board of Directors shall reasonably request. In such capacity, the Executive shall be responsible generally for all aspects of such office. All terms, conditions, rights and obligations of this Agreement shall be applicable to the Executive while serving in such office as though the Executive and such Affiliate of the Company or the Company had separately entered into this Agreement, except that the Executive shall not be entitled to any compensation, vacation, fringe benefits, automobile allowance or other remuneration of any kind whatsoever from such Affiliate of the Company.

Duties. The Executive shall serve under Subject to the direction and control of the Board and shall exercise all duties commonly performed by an executive Chief Executive Officer of a publicly traded company with the same CBC, or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided belowhis designee, the Executive Employee shall devote all of supervise and control the Executive’s full business time, attention and skill exclusively to the business and affairs management of the Company and its Affiliates. The Chief Executive Officer shall review have such duties and authority as are normally incident to the performance position of the Executive on at least an annual basis. The Executive will not engage in any chief executive officer of a banking subsidiary of a holding company together with such other business activity, duties and will perform faithfully the duties which authority as may be assigned to the Executive prescribed from time to time by the Board Chief Executive Officer of CBC or his designee. After completion of the Merger, the Employee shall serve as a member of the senior management team of Capital Bank and as Western Regional President (Buncombe and Catawba Counties) and Director of Strategic Planning and Best Practices, and subject to the direction and control of the Chief Executive Officer of Capital Bank, or his designee, the Company that Employee shall supervise and control the management of the western region of Capital Bank and shall have such duties and authority as are consistent normally incident to the position of regional president together with such other duties and authority as may be prescribed from time to time by the provisions Chief Executive Officer of this AgreementCapital Bank or his designee. Notwithstanding The Employee shall at all times discharge his duties in consultation with, and under the abovesupervision of, nothing the Chief Executive Officer of CBC or Capital Bank, or his designee. The Employee shall diligently and conscientiously devote his full and exclusive business time and attention and best efforts in this Agreement discharging his duties. The Employee shall preclude not take any action which interferes with or detracts from the Executive from devoting time during reasonable periods required for: 3.2.1Company's business or reputation in any way. Serving as a director The Employee shall not directly or member indirectly render any services of a committee of business, commercial or professional nature to any charitable other person or non-profit organization, whether for compensation or with otherwise, without the prior approval written consent of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities The Employee shall make his principal office in such form or manner that will not violate this Agreement or require services on place as the part Chief Executive Officer of CBC and the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations Employee may from time to the Companytime agree.

Duties. The Executive shall serve under Company does hereby employ and engage the direction of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, Employee as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests Senior Vice President Sales of the Company during and each of its subsidiaries and divisions, or such other title as the Period of EmploymentCompany's Chief Executive Officer shall specify from time to time, and the Employee does hereby accept and agree to such engagement and employment. During The Employee's duties shall be such executive and managerial duties and responsibilities as the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, Chief Executive Officer shall specify from time to time and as provided belowin the Bylaws of the Company, as the same may be amended from time to time. The Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company's Chief Executive Officer. The Employee shall be responsible and report to the Company's Chief Executive Officer. The Company's Chief Executive Officer shall determine the Employee's duties and responsibilities and may assign or reassign the Employee to such executive and managerial duties, responsibilities or positions as such officer deems in the Company's best interest. The Employee shall devote all of the Executive’s full business timehis full-time attention, attention energy and skill exclusively during normal business hours to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review not, during the performance of the Executive on at least an annual basis. The Executive will not engage Employment Term (as that term is defined below), be actively engaged in any other business activity, and will perform faithfully except with the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer prior written consent of the Company Company's Board of Directors; provided, however, that are consistent in any event any such other business activity will not: (a) adversely affect or materially interfere with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval performance of the BoardEmployee's duties and responsibilities hereunder, any other for-profit organization, in each case involving no actual or potential (b) involve a conflict of interest with the Company or (c) involve activities competitive with the business of the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging Notwithstanding the foregoing, the Employee shall be permitted to (i) engage in charitable and community activities; or 3.2.4. Investing affairs and (ii) make investments of any character in any business not in competition with the Executive’s personal assets in investments Company or business entities in any of its subsidiaries or divisions and manage such form or manner that will investment (but not violate this Agreement or require services on the part of the Executive be involved in the operation or affairs day-to-day operations of any such business), provided, however, no such business shall place the business entities Employee in which those investments are made. The above activities will be allowed as long as they do not materially affect a conflict of interest with the Company or interfere with the performance of the Executive’s Employee's duties and obligations to the Companyresponsibilities under this Agreement.

Duties. The Executive 4.1 You shall serve under the direction carry out such duties as attach to your offices of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in and Chief Scientific Officer and any other business activity, and will perform faithfully duties for the duties Company and/or any Group Company which may be assigned the Board assigns to the Executive you from time to time by the Board or the time. It is agreed that your duties shall extend to acting as Chief Executive Officer of the Company Company; it being agreed that are consistent with this appointment is included in the provisions scope of your duties and compensation and the Board may at any time terminate this Agreement. Notwithstanding the aboveaspect of your duties, nothing in but so that no termination shall give rise to any termination or this Agreement either expressly or by implication and no termination of the role of Chief Executive Officer shall preclude the Executive from devoting time during reasonable periods required for:give rise to any right of compensation for loss of office. 3.2.1. Serving 4.2 Without additional remuneration, you shall accept and hold for such period(s) as a director or member of a committee of any charitable or non-profit organization, or with prior approval of specified by the Board, any other for-profit organizationoffice(s) including any post(s) as director, trustee, nominee and/or representative of the Company and/or any Group Company. 4.3 Subject to the terms of this Agreement, you shall: (a) devote such of your working time and attention to the Employment hereunder as may be agreed with the Board from time to time; (b) perform the Duties faithfully and diligently and exercise such powers consistent with those Duties as are assigned to or vested in each case involving no actual you by the Company and/or any Group Company and in all cases you shall do so jointly with any person(s) appointed by the Board from time to time; (c) comply with all common law, fiduciary and statutory duties to the Company and any Group Company, including, but not limited to the seven statutory duties set out in s 171 – 177 Companies ▇▇▇ ▇▇▇▇, so far as they are in force; (d) obey all lawful and reasonable directions of the Board; (e) observe in form and spirit such restrictions or potential limitations as may from time to time be imposed by the Board; (f) implement and observe in form and spirit any relevant Company and/or Group Company policy, procedures, rules and regulations (whether formal or informal); (g) use your best endeavours to ▇▇▇▇▇▇ the Company’s interests and save where this causes a conflict of interest with the Company’s interests, those of its other Group Companies; 3.2.2. Delivering lectures (h) report to the Board any relevant wrongdoing (including any misconduct or dishonesty) whether committed, contemplated or discussed by any director, employee or worker of the Company and/or any Group Company of which you are aware and fulfilling speaking engagements;irrespective of whether this may involve any degree of self-incrimination; and 3.2.3. Engaging in charitable (i) keep the Board properly and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities fully informed in such form or manner that will not violate this Agreement or require services on prescribed (with explanations where requested) of your compliance with the part of Duties and the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Company and/or any Group Company.

Duties. The Executive Employee's duties hereunder shall serve under the direction of the Board and be those which shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive ------ prescribed from time to time by the Board or of Directors in accordance with the Chief Executive Officer bylaws of the Company that are consistent and shall include such executive duties, powers and responsibilities as customarily attend the office of Vice President, Network Operations of a company comparable to the Company. The Employee will hold, in addition to the office of Vice President, Network Operation of the Company, such other executive offices in the Company and its subsidiaries to which he may be elected, appointed or assigned by the Board of Directors from time to time and will discharge such executive duties in connection therewith. During the employment period, the Employee's position (including status, offices and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the provisions most significant of this Agreementthose held, exercised and assigned immediately preceding the Effective Date. Notwithstanding The Employee shall devote his full working time, energy and skill (reasonable absences for vacations and illness excepted), to the abovebusiness of the Company as is necessary in order to perform such duties faithfully, nothing competently and diligently; provided, however, that notwithstanding any provision in this Agreement to the contrary, the Employee shall preclude the Executive not be precluded from devoting time during reasonable periods of time required for: 3.2.1. Serving for serving as a director or member of a committee boards of any charitable companies which have been approved by the Board of Directors or participating in non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as organizations so long as they such memberships or activities do not materially affect or interfere with the performance of the Executive’s Employee's duties and obligations to the Companyhereunder.

Duties. The Executive shall serve under the direction of the Board as President and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Chief Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs Officer of the Company and its Affiliatesshall have ultimate responsibility to the Company’s Board of Directors (the “Board of Directors”) for the strategic position of the Company in the telecommunications industry. The Chief Executive Officer shall review agrees to devote his full time and best efforts to the Company’s business and affairs and to the performance of the Executive on at least an annual basis. The Executive will not engage in any following services and such other business activity, and will perform faithfully the duties which services as may be assigned to the Executive him from time to time by the Board or of Directors: (a) provide direction, oversight and general management to the Chief Executive Officer staff of the Company that and the Company’s subsidiaries; (b) assist the Board of Directors in development of the Company’s strategic planning through evaluation of opportunities, analysis of operational methodologies and competitive analysis; (c) identify, research and quantify new products and services which will assist in expanding the Company’s strategic position; (d) communicate regularly and effectively to the Board of Directors regarding the Company’s economic, operational and strategic position in the telecommunications industry; (e) Executive shall fully comply with all applicable laws, rules and regulations, the failure to fully comply with which could reasonably be expected to have a material adverse effect upon the Company; and (f) perform such other duties as may be assigned by the Board of Directors which are consistent with the provisions position of this AgreementPresident/CEO. Notwithstanding the above, nothing in this Agreement Executive shall preclude the Executive from devoting be free to devote reasonable time during reasonable periods required for: 3.2.1. Serving and attention to personal, public and charitable affairs so long as a director or member of a committee of any charitable or nonsuch activities do not interfere with his full-profit organization, or with prior approval of the Board, time employment hereunder and which do not violate any other for-profit organizationprovision of this Agreement. Executive, in each case involving no actual or potential conflict of interest at all times during his employment with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere , shall comply with the performance Company’s reasonable standards, regulations and policies as determined or set forth by the Board of the Executive’s duties Directors from time to time and obligations as applicable and communicated to all employees and/or executive employees of the Company.

Duties. The Executive shall serve under the direction of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. (a) During the Period term of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided belowthis Agreement, the Executive shall be employed in the position(s) set forth in EXHIBIT A and shall, unless prevented by incapacity, devote all as much of the Executive’s full his business time, attention and skill exclusively ability during normal corporate office business hours as may be reasonably required to the business discharge of his duties hereunder and affairs to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer of the Company and its Affiliatesany other senior executive officer of the Company, such duties to be consistent with his position. The Company acknowledges that the Executive has other interests and other business commitments which may require his attention and that fulfilling those commitments shall not be inconsistent with the requirements of his commitments under this Agreement. The Executive shall obey the lawful and reasonable directions of the Board, the Company's President and Chief Executive Officer shall review the performance and any other senior executive officer of the Executive on at least an annual basis. Company and shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive will shall not engage during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer except (i) through ownership of the Company an interest of not more than five percent (5%) in any entity that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest does not directly compete with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing , provided it does not impair the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part ability of the Executive to discharge fully and faithfully his duties hereunder, (ii) for activities, if any, set forth in EXHIBIT A, or (iii) as stated above. (c) Notwithstanding the operation or affairs of foregoing provisions, the business entities Executive shall be entitled to serve in which those investments are madevarious leadership capacities in civic, charitable and professional organizations. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties Executive recognizes that his primary and obligations paramount responsibility is to the Company. (d) The Executive shall be based in the geographic area set forth on EXHIBIT A, except for required travel on the Company's business.

Duties. The A. Executive shall serve under during the direction course of the Board her employment as Executive Vice President, Communication, Marketing and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and EthicsGovernment Affairs, and shall faithfully serve have the best interests duties and responsibilities set forth on Exhibit A hereto and such other duties and responsibilities as Executive and the Chief Executive Officer (the “CEO”) of the Company during may mutually agree to from time to time following the Period of EmploymentStart Date. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided belowIn such capacity, the Executive shall devote all perform the functions assigned and have the authority delegated to her, consistent with her position and the terms of this Agreement, by the Executive’s full business timeCompany. During the Term, attention and skill exclusively Executive shall report directly to the business Company’s CEO. B. Executive agrees to devote the time and affairs of attention reasonably necessary to fulfill duties for employer hereunder. Executive agrees that while she is employed by the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive Company, she will not not, directly or indirectly, engage in any other business activityactivities or pursuits, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board whether on her own behalf or the Chief Executive Officer on behalf of any other person, firm or corporation; provided, however, that nothing herein shall prevent Executive, upon approval of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above(which approval shall not be unreasonably withheld), nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving serving as a director or trustee of other corporations or businesses which are not in competition with the business of the Company or in competition with any affiliate of the Company. Furthermore, nothing herein shall prevent Executive from (i) investing in real estate for her own account, (ii) owning less than two percent (2%) of the outstanding common stock of any company whose shares are publicly traded on a national stock exchange, are reported on NASDAQ, or are regularly traded in the over-the-counter market by a member of a committee national securities exchange or (iii) participating in or undertaking other activities which (x) do not conflict with Executive’s obligations under the first sentence of any charitable or nonthis Section II-profit organizationB, or (y) do not compete with prior approval the business of the Board, Company or any other for-profit organization, in each case involving no actual affiliate of the Company and (z) are performed before or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the after customary business hours for an individual holding Executive’s personal assets in investments position or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive a substantially similar position in the operation same or affairs a substantially similar business (for purposes of illustration, and not in limitation, of this subparagraph (iii), Executive may, following the business entities Start Date and subject to (x), (y) and (z) above, elect to teach a class). C. Executive shall render services primarily in which those investments are made. The above activities will be allowed Manhattan, subject to such travel as long as they do not materially affect or interfere with the performance rendering of the Executive’s duties and obligations to the Companyservices hereunder may reasonably require.

Duties. (a) The Company does hereby hire, engage, and employ Executive as Executive Vice President of the Company, and Executive does hereby accept and agree to such hiring, engagement, and employment. During the Period of Employment (as defined in Section 2), Executive shall serve under the direction Company in such position in conformity with the provisions of this Agreement, directives of the Board Chief Executive Officer and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company corporate policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company as they presently exist, and as such policies may be amended, modified, changed, or adopted during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the have duties and authority consistent with Executive’s full business time, attention 's position as Executive Vice President and skill exclusively shall report to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with (the provisions "Reporting Relationship"). (b) Throughout the Period of Employment, Executive shall devote his time, energy, and skill to the performance of his duties for the Company, vacations and other leave authorized under this AgreementAgreement excepted. Notwithstanding the aboveforegoing, nothing in this Agreement Executive shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging be permitted to (i) engage in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets affairs and (ii) make direct investments of any character in any non-competing business or businesses and to manage such investments or business entities in such form or manner that will (but not violate this Agreement or require services on the part of the Executive be involved in the operation or affairs day-to-day operations of any such business); provided, in each case, and in the business entities in which those investments are made. The above aggregate, that such activities will be allowed as long as they do not materially affect or interfere with the performance of Executive's duties hereunder, and further provided that Executive may invest in a publicly traded competing business so long as such investment does not equal or exceed one percent of the Executive’s duties and obligations outstanding shares of such publicly traded competing business. (c) Executive hereby represents to the Company.Company that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive's duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment or other agreement or policy to which Executive is a party or otherwise bound. ▇▇▇▇ ▇▇▇▇▇▇ Employment Agreement-2002

Duties. The (a) Executive shall serve under the direction of the Board perform such reasonable duties and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, functions as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent may lawfully assign to him, such duties being commensurate with the provisions duties customarily performed by presidents and chief operating officers of this Agreementcompanies, and Executive shall comply in the performance of his duties with the policies of the Chief Executive Officer, the Company Board and the GP Board, and be subject to the direction of the Chief Executive Officer, the Company Board and the GP Board. At the request of the GP Board, Executive shall serve as an executive officer, director and manager of any member of the US Shipping Group without additional compensation and, in the performance of such duties, Executive shall comply with the policies of the board of directors or board of managers of each such entity. Executive shall serve, without additional compensation, as President and Chief Operating Officer of the General Partner, Parent, the Partnership and each subsidiary of the Partnership and the General Partner. (b) During the Employment Term, Executive shall devote all of his business time and attention, reasonable vacation time and absences for sickness excepted, to the business of the Company, as necessary to fulfill his duties. Executive shall perform the duties assigned to him with fidelity and to the best of his ability. Notwithstanding anything herein to the abovecontrary, nothing Executive may engage in other activities so long as such activities do not unreasonably interfere with Executive’s performance of his duties hereunder and do not violate Section 9 hereof. (c) Nothing contained in this Section 6 or elsewhere in this Agreement shall preclude the be construed to prevent Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director investing or member of a committee of any charitable or trading in non-profit organizationcompeting investments as he sees fit for his own account, including real estate, stocks, bonds, securities, commodities or with prior approval other forms of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Companyinvestments.

Duties. The Executive shall serve under the direction of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. (a) The Executive will not engage in any other business activityserve as Executive Vice President of TOUSA Homes. In this capacity, Executive will act as president of the South Florida Division of TOUSA Homes, will assume certain executive and corporate management responsibilities for the Company, and will perform faithfully the have such other duties which and responsibilities as are reasonably consistent with such position or as may be assigned or delegated to the Executive from time to time by the Board or of Directors, the Chief Executive Officer of the Company, or a senior executive of the Company that are consistent identified by the Chief Executive Officer to the Executive. The Executive will devote his full business time, attention, skill, and energy exclusively to the business of the Company, will use his best efforts to promote the success of the Company's business and will cooperate fully with the senior management of the Company and the Board of Directors in the advancement of the best interests of the Company. (b) Notwithstanding the provisions of Section 2.2(a) hereof, the Executive may engage in the following activities during the Employment Period: (i) serve on such corporate, civic, religious, educational and/or charitable boards or committees that have been disclosed to, and approved by, the Board of Directors in writing; (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions without receiving any compensation other than reimbursement of expenses, nominal stipends or similar forms of compensation; and (iii) manage his personal investments, provided that such investments do not conflict with the Executive's duties and responsibilities under this Agreement. Notwithstanding If the aboveExecutive is appointed or elected an officer or director of the Company or any Affiliate, nothing in the Executive will fulfill his duties as such officer or director without additional compensation; provided that such appointment may not be made without the Executive's prior consent. Upon termination of this Agreement shall preclude for any reason, the Executive from devoting time during reasonable periods required for: 3.2.1. Serving hereby automatically resigns as a of such date as an officer and director or member of a committee of any charitable or non-profit organization, or with prior approval of the BoardCompany and each Affiliate of which he is an officer or director, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Companyif any.

Duties. The Executive shall serve under the direction As President of the Board Company, the Employee shall: (a) have such management, supervisory and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable operational functions as are customary to such position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve such other powers, functions and duties as may be assigned to the best interests of Employee by the Company during the Period of Employment. During the Period of Employment and except for illnessEmployer; and (b) diligently, incapacity, reasonable vacation and holiday periodscompetently, and as provided below, the Executive shall devote faithfully perform all of the Executiveduties and functions as may be assigned to the Employee hereunder commensurate with the position of President of the Company; (c) not create a situation that results in termination for Cause (as that term is defined in Section 8 hereof); (d) devote one hundred percent (100%) of the Employee’s full business time, attention attention, energies, and skill exclusively effort to the business and affairs of the Company Employer and its Affiliatesthe Company; (e) achieve the results and other goals required by the Employer and the Company; and (f) conduct all of the Employee’s activities in a manner so as to maintain and promote the business and reputation of the Employer and the Company. The Chief Executive Officer Employee shall review not, during the performance term of the Executive on at least an annual basis. The Executive will not this Agreement, engage in any other business activity; provided, however, that the Employee shall be permitted to invest the Employee’s personal assets and manage the Employee’s personal investment portfolio in such a form and manner as will not require provision of any business services on the Employee’s part to any third party, and will perform faithfully provided it does not conflict with the Employee’s duties which may be assigned and responsibilities to the Executive from time to time by the Board or the Chief Executive Officer of Employer and the Company that are consistent with or the provisions of this AgreementSection 9, Section 10 or Section 12 hereof , or conflict with any material published policy of the Employer, the Company, or their affiliates, including but not limited to the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy of the Employer or its affiliates. Notwithstanding anything to the abovecontrary herein, nothing in the parties acknowledge and agree that the Employee shall, during the term of this Agreement and at the request of the Employer, also serve as an officer of any affiliate of the Employer or the Company as the Employer shall request. In such capacity, the Employee shall be responsible generally for all aspects of such office. All terms, conditions, rights and obligations of this Agreement shall preclude be applicable to the Executive from devoting time during reasonable periods required for: 3.2.1. Serving Employee while serving in such office as a director though Employee and such affiliate had separately entered into this Agreement, except that the Employee shall not be entitled to any compensation, vacation, fringe benefits, automobile allowance or member of a committee other remuneration of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in kind whatsoever from such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Companyaffiliate.

Duties. The (a) During the Term, the Executive shall serve under continue to have all responsibilities commensurate with the direction positions of President and CEO in a company the size and nature of the Board Company and shall exercise all duties commonly performed by an executive of a publicly traded company with report directly to the same or a comparable positionBoard. The Executive shall perform such duties and exercise such powers in relation to the business of the Company, or of any Group Company (as defined below), as may from time to time be assigned to or vested in him by the Board consistent with his positions and shall give to the Board such information regarding the affairs of the Company, and of any Group Company, as it shall require and at all times in all respects conform to and comply with all applicable laws the reasonable directions and regulations, as well as all applicable Company policies and proceduresregulations made by the Board. The Executive shall perform such services for any Group Company, including the Code of Business Conduct and Ethicsbut not limited to Montpelier Reinsurance Ltd. (without further remuneration except as otherwise agreed), and shall accept such offices in any such Group Company as the Board may require consistent with his positions and responsibilities with the Company. The Executive shall well and faithfully serve the Company and the Group Companies, and shall use his best interests endeavors to promote, develop and extend their businesses and interests, giving at all times the full benefit of his knowledge, expertise, technical skill and ingenuity. All other senior officers and executives of the Company during and, as applicable, any Group Company, shall, directly or indirectly, report to the Period Executive. For purposes of Employment. During this Agreement, “Group Company” shall mean and include any company which is from time to time a holding company (as defined by Section 86 of the Period Companies ▇▇▇ ▇▇▇▇ (the “Companies Act”), but irrespective of Employment and except for illnesswhether it is a Bermuda company or an overseas company) of the Company, incapacitya subsidiary company (as so defined) of the Company, reasonable vacation and holiday periods, and a subsidiary company (as provided below, so defined) of a holding company (as so defined) of the Company or in which the Company owns at least 50% of the issued share capital. (b) The Executive shall agrees that he will devote substantially all of the Executive’s full his business time, time and attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive Group Companies and that he will not engage engage, directly or indirectly, in any other business activityor occupation during the Term. The Executive may (i) serve on corporate, civic or charitable boards or committees and otherwise engage in charitable and civic activities, and will perform faithfully (ii) engage in personal investment activities on behalf of himself or his family, provided that the duties which may be assigned Executive continues to devote substantially all of his business time and attention to the Executive from time to time by the Board or the Chief Executive Officer affairs of the Company that are consistent with and the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for:Group Companies. 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Company(c) [Reserved].

Duties. The During the Term, Executive shall serve under the direction of the Board and shall exercise all duties commonly performed be employed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during as the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Company's Chief Executive Officer and President and, as such, Executive shall review faithfully and to the performance best of his ability perform for the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully Company the duties of such offices and shall perform such other duties of an executive, managerial or administrative nature, which may are consistent with such offices, as shall be assigned to the Executive specified and designated from time to time by the Board or the Chief Executive Officer of Directors of the Company that are (the “Board”), and as an officer, manager, agent, director or other representative with respect to any subsidiary, affiliate or joint venture of the Company (each a “Subsidiary”) consistent with Executive's position; provided, however, that Executive's service in such positions with any Subsidiary that is not majority owned by the provisions Company shall be subject to the mutual agreement of this AgreementExecutive and the Company. Executive shall report to the Board and the Chairman of the Board. Executive shall serve as a member of the Board (subject to Executive's nomination and election as a member of the Board for subsequent terms) and, at the request of the Board, as a member of the board of directors (or equivalent) of any Subsidiary without additional compensation. Executive shall devote his business time and effort exclusively to the performance of his duties hereunder and shall not be employed by, or provide business services to, any other person or entity. Notwithstanding the aboveforegoing, nothing in this Agreement herein shall preclude the prohibit Executive from devoting (a) engaging in personal investment activities for Executive and his family that do not give rise to any conflict of interests with the Company or its affiliates; (b) continuing to serve in directorships that Executive serves in at the time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with the Effective Date and that have been disclosed to the Company prior to the Effective Date; (c) subject to prior approval of the Board, accepting directorships unrelated to the Company that do not give rise to any other for-profit organization, in each case involving no actual or potential conflict of interest interests with the Company; 3.2.2. Delivering lectures Company or its affiliates; and fulfilling speaking engagements; 3.2.3. Engaging (d) engaging in charitable and community civic activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as , so long as they such activities and outside interests described in clauses (a), (b), (c) and (d) hereof do not materially affect or interfere interfere, in any material respect, with the performance of Executive's duties hereunder. Executive shall perform his duties at the Executive’s duties and obligations to principal office of the Company.

Duties. The (a) During the Employment Period, the Company will employ Executive as its President and Chief Executive Officer. In such capacity, (i) Executive shall serve under perform the direction customary duties and have the customary responsibilities as are consistent with such positions in a company the size and nature of the Board Company, (ii) Executive shall report directly to the Parent Board, and (iii) Executive’s services shall exercise all duties commonly be performed at the Company’s headquarters as such location was located in Norwalk Connecticut immediately prior the Closing or such other location as may be mutually agreed between the Company and Executive. In addition, subject to reasonable and customary direction by an executive of a publicly traded company the Parent Board, Executive shall have the specific authority to hire and fire, consistently with the same or a comparable position. The Executive shall comply with requirements of applicable law, all applicable laws and regulations, as well as all applicable Company policies and procedures, including executives of the Code of Business Conduct and EthicsCompany, and shall be responsible for the development of the strategic goals and course of the Company, both on a short-term and long-term basis. (b) During the Employment Period, Executive agrees to faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illnessCompany, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business his working time, skill, experience and attention and skill exclusively to the business and affairs of the Company Company, its subsidiaries and its Affiliatesaffiliated entities, and perform the duties under this Agreement to the best of his abilities. The Chief foregoing shall not prevent Executive Officer shall review the performance from participating, or owning an equity interest, in any family-owned businesses or in any currently ongoing or subsequent business venture (including, any of the Executive Excluded Businesses), serving on at least an annual basis. The Executive will not engage boards of directors of charitable or community service organizations, or investing in any other business activity, and will perform faithfully the duties which may be assigned a publicly held corporation to the Executive from time to time by the Board or the Chief Executive Officer of the Company extent that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s his duties and obligations to for the Company. (c) Parent agrees to nominate Executive as a member of both the Parent Board and the Company Board as of the Closing and during the Employment Period to continue to nominate him as a member of the Parent Board and the Company Board once his membership expires and to use its best efforts to have him elected as such a member. In addition, Parent agrees to use its best efforts to appoint Executive as the Chairman of the Parent Board and the Company Board during the Employment Period.

Duties. The Executive shall serve under the direction of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. a. During the Period of Employment and except for illnessPeriod, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive Employee shall devote all of the Executive’s full business time, his attention and skill exclusively energies to the business and affairs of the Company and its Affiliates. The Chief Executive Officer parent and subsidiary companies (its "affiliates") on a full-time basis, and shall review the performance of the Executive on at least an annual basis. The Executive will not engage be engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage; but this shall not be construed as preventing Employee from investing his assets in such manner as will not require him to expend any material time or effort in regard thereto or to perform any services in connection therewith. b. At all times during the Employment Period, and will thereafter if Employee continues in the employ of the Company or any of its affiliates, Employee shall serve the Company and its affiliates faithfully, diligently and in good faith. c. During the Employment Period, Employee shall perform faithfully such services as may be required of him by the Company and its affiliates, under and subject to the instructions, directions and control of the Board of Directors of the Company and its chief executive officer (the "CEO", which term shall mean the Company's Chairman if Employee is the chief executive officer), to whom he shall report. Employee shall serve as President of the Company. In addition, Employee shall serve as President of the Company's parent, RTI Inc. ("RTI"), and in such capacity shall be under and subject to the instructions, directions and control of the Board of Directors and of the chief executive officer of RTI, unless Employee is chief executive officer of RTI, in which event he also shall report to the Chairman of RTI. Employee's primary responsibility shall be to perform those duties which reasonably required of, and related to, his position and such other duties as may be assigned to the Executive Employee from time to time by which are not inconsistent with those customarily assigned to responsible executive employees. d. At all times during the Board or Employment Period, and thereafter if Employee continues in the Chief Executive Officer employ of the Company or any of its affiliates, Employee shall adhere to all rules and regulations that are consistent have been or that hereafter may be established by the Company and its affiliates for the conduct of their employees. e. Employee recognizes that he shall be available to travel as the needs of the business require. f. Employee represents that he is under no contractual or other restriction or obligation which is inconsistent or in conflict with his obligations under this Agreement or the provisions rights of the Company under this Agreement. Notwithstanding Employee further represents that he is in good health, with no chronic or recurring illness, and is insurable at normal rates. If requested by the aboveCompany, nothing Employee shall cooperate in this Agreement shall preclude applying for and obtaining, at the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or nonCompany's and RTI's expense, key-profit organization, or with prior approval man insurance for the benefit of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures Company and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the CompanyRTI.

Duties. The In his capacity as President and Chief Executive Officer of Company, Employee shall serve under perform such reasonable executive duties as the direction President and Chief Executive Officer of a public company of the size and scope of Company would normally perform or as otherwise specified in the Bylaws of Company, and such other reasonable executive duties as the Board of Directors of Company (the “Board”) may from time to time reasonably prescribe with the concurrence of Employee. Employee shall report directly and solely to the Chairman of the Board and collectively to the Board. It is the intention of the parties hereto that Employee shall exercise all duties commonly performed continue to serve on the Board during the Employment Term (as defined in Section 3 below). Except as otherwise provided herein, except as may otherwise be approved by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and EthicsBoard, and shall faithfully serve the best interests of the Company except during the Period of Employment. During the Period of Employment vacation periods and except for illnessreasonable periods due to sickness, incapacitypersonal injury or other disability, reasonable vacation and holiday periods, and as provided below, the Executive shall Employee agrees to devote substantially all of the Executive’s full business time, attention and skill exclusively his available time to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of his duties to Company hereunder, provided that nothing contained herein shall preclude Employee from (i) serving on the Executive board of directors of, or as an advisor to, any business or corporation on at least an annual basis. The Executive will not engage in any other business activitywhich he is serving on the date hereof or, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval consent of the Board, serving on the board of directors of any other business or corporation, (ii) serving on the board of, or working for-profit , any charitable or community organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable (iii) pursuing his personal financial and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as legal affairs, so long as they such activities do not materially affect or interfere with the performance of the ExecutiveEmployee’s duties hereunder. Notwithstanding clause (i) in the previous sentence, (A) the Board reserves the right to review and obligations to approve continuation in any existing or other board or advisory services at any time during the CompanyEmployment Term, and (B) Employee shall immediately notify the Board in the event that any of the activities set forth in the immediately previous sentence materially interfere with the performance of Employee’s duties hereunder.

Duties. The (a) Employee shall, during the Term, serve as Executive Vice President, General Counsel and Secretary of Employer. Employee’s principal duties shall serve under be to (1) act as chief legal counsel to Employer and (2) perform such executive, managerial and administrative duties as the direction Chairman and Board of Directors of Employer may, from time to time, reasonably request and which shall not be inconsistent or incompatible with Employee’s current role as chief legal counsel. Any implication anywhere in this Agreement to the contrary notwithstanding, Employer and Employee recognize that, as a member of the Board State Bar of Georgia, Employee shall, at all times, (i) be bound by and shall exercise all duties commonly performed by an executive of a publicly traded company act in accordance with the same or a comparable position. The Executive shall comply with all applicable laws rules, regulations and regulationspolicies of the State Bar of Georgia, including without limitation the Canons of Ethics and Standards of Conduct, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time promulgated and/or amended, and (ii) act in such manner as to protect the attorney-client privilege between Employee and Employer unless Employer shall specifically consent, in a writing signed by the Board Chairman or President of Employer, to the Chief Executive Officer waiver of the Company that are consistent with the provisions such privilege. In no event shall Employee’s employment be terminated, nor shall Employee be deemed to be in breach of this Agreement, by reason of any action or decision taken by him in good faith while acting pursuant to and in accordance with the preceding sentence. (b) Subject to the preceding subparagraph, during the Term, Employee shall devote substantially all of his time, energy and skill to performing the duties of his employment (vacations as provided hereunder and reasonable absences because of illness excepted), shall faithfully and industriously perform such duties, and shall use his best efforts to follow and implement all management policies and decisions of Employer. Notwithstanding Employee shall not become personally involved in the abovemanagement or operations of any other company, nothing in this Agreement shall preclude partnership, proprietorship or other entity, other than any Affiliate, without the Executive from devoting time during reasonable periods required for: 3.2.1. Serving prior written consent of Employer; provided, however, that so long as it does not interfere with Employee’s employment hereunder, Employee may, with Employer’s consent, (1) serve as a director, officer or partner in a company that does not compete with the Business of Employer and the Affiliates so long as the aggregate amount of time spent by Employee in all such capacities shall not exceed twenty (20) hours per month, and (2) serve as an officer or director or member of a committee of any charitable or non-profit organizationof, or with prior approval of the Boardotherwise participate in, any other foreducational, welfare, social, religious, civic, trade and industry-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Companyrelated organizations.

Duties. The (a) During the Employment Term (as defined below), the Company shall employ the Executive shall serve under the direction of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable positionas its Chief Financial Officer. The Executive shall comply with agrees that he will perform all applicable laws duties that are reasonable and regulations, customary of a chief financial officer of a public reporting company and such other lawful duties as well as all applicable assigned to him by the Company policies and procedures, including the Code Board of Business Conduct and Ethics, and shall faithfully serve the best interests Directors of the Company during (the Period of Employment“Board”). During the Period of Employment and except for illnessThe Executive agrees that he will devote sufficient attention, incapacity, reasonable vacation and holiday periodstime, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively effort to the business and affairs of the Company and its Affiliates. . (b) The Chief Executive Officer will perform his duties diligently and competently and shall review act in conformity with all Company policies, and within the performance of limits, budgets and business plans set by the Executive on at least an annual basisCompany. The Executive will not engage in any other business activityat all times comply with all applicable laws pertaining to the performance of this Agreement, and will perform faithfully strictly adhere to and obey all of the duties which may be assigned to the Executive rules, regulations, policies, codes of conduct, procedures and instructions in effect from time to time by relating to the Board or the Chief Executive Officer conduct of executives of the Company that are consistent with the provisions of this AgreementCompany. Notwithstanding the above, nothing The Executive shall not engage in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director consulting work or member of a committee any trade or business for his own account or for or on behalf of any charitable other person, firm or non-profit organizationcompany that competes, conflicts or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere interferes with the performance of his duties hereunder in any material way during the Employment Term; provided, however, that the Company recognizes that the Executive currently provides certain outside consulting services, and agrees that the Executive shall be permitted to continue to do so, so long as the Executive’s duties responsibilities to the Company hereunder are prioritized over all other outside consulting work. (c) For purposes of this Agreement, the term “Affiliates” includes any corporation, company or other entity whose outstanding shares or securities are, now or hereafter, owned or controlled, directly or indirectly, by the Company and obligations to any partnership, joint venture, unincorporated association or limited liability company in which the Company has a direct or indirect ownership interest, or which are under common ownership or control with the Company.

Duties. The (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive shall serve under as its President and Chief Executive Officer during the direction of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and EthicsEmployment Period, and shall faithfully serve the best interests Executive hereby agrees to remain in the employ of the Company during the Employment Period and, if elected, to serve as a member of Employment. During the Period Board of Employment Directors of the Company (the "Board") and except for illnessso long as he is serving on the Board, incapacityExecutive agrees to serve as Chairman of the Board, reasonable vacation and holiday periodsas a member of the Executive Committee, and as provided belowa member of any other Board committee if the Board shall elect Executive to such positions. In any and all such capacities, Executive shall report only to the Board. Executive shall have and perform such duties, responsibilities, and authorities as are customary for the chief executive officer of a publicly held corporation of the size, type, and nature of the Company as they may exist from time to time and consistent with such position and status, but in no event shall such duties, responsibilities, and authorities be reduced from those of Executive prior to the Effective Date. Executive shall devote all of the Executive’s full substantial business timetime and attention, attention and skill exclusively his best efforts, abilities, experience, and talent to the business position of President and affairs of the Company and its Affiliates. The Chief Executive Officer shall review and for the performance businesses of the Company. (b) Except as set forth in paragraph 2(c), during the Employment Period, Executive on at least an annual basis. The will not render services to any other person or entity, for compensation or otherwise, without the prior written consent of the Board, and Executive will not engage in any other business activity, and will perform faithfully the duties activity which may be assigned to the Executive from time to time by the Board conflicts or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing interferes in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere material way with the performance of the Executive’s duties and obligations responsibilities of his position with the Company. During his employment with the Company, Executive will not, either as an employee, employer, consultant, independent contractor, agent, principal, partner, stockholder or in any other individual or representative capacity, engage or participate in any employment, consulting, business or other activity that is in competition in any manner with the business of the Company. (c) Notwithstanding paragraph 2(a), Executive may devote a reasonable amount of personal time to the supervision of his personal investments which may include securities of Matrix Telecom, Pacific Telecom America and passive investments of up to 1% of the outstanding securities of any public company; and activities involving professional, charitable, civic, educational, religious and similar activities and engagements, to the extent that such activities do not conflict or interfere in any material way with his duties and responsibilities to the Company.

Duties. The Executive a. During the Employment Period, the Employee shall serve under perform such duties and exercise such powers relating to the direction Company as are commensurate with those of the Board position described and shall exercise all have such other duties commonly performed by an executive of a publicly traded company with and powers as the same or a comparable position. The Company’s Chief Executive Officer shall comply with all applicable laws and regulations, as well as all applicable Company policies and proceduresfrom time to time assign to the Employee, including by way of example, but not limitation, duties with respect to the Code of Business Conduct and EthicsCompany, and shall faithfully serve if acceptable to the best interests of the Company during the Period of Employment. Employee, Parent or any Parent Subsidiary (defined below). b. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided belowPeriod, the Executive Employee shall devote all of the Executive’s full his working time during normal business time, attention hours and skill exclusively his best efforts and ability to the business of the Company, shall faithfully and affairs diligently perform the duties of the Employee’s employment with the Company and shall do all reasonably in his power to promote, develop and extend the business of the Company. c. During the Employment Period, the Employee shall not, except as a representative of the Company and its Affiliates. The Chief Executive Officer shall review or with the performance written consent of the Executive on at least an annual basis. The Executive will not engage Company, be directly or indirectly engaged, concerned or interested in the conduct of any other business activitycompeting or likely to compete with the Company, and will perform faithfully the duties which may be assigned Parent or any Subsidiary of Parent (“Parent Subsidiary”); provided, that notwithstanding anything contained in this Agreement to the Executive contrary, the Employee shall not be precluded from devoting a reasonable amount of his time to time by to: i. Serving with the Board or the Chief Executive Officer prior written approval of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case organization involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation Company, Parent or affairs of the business entities in which those investments are madeSubsidiary; and ii. The above Managing his personal investments; provided, that such activities will be allowed as long as they do shall not materially affect or interfere with the Employee’s performance of his duties hereunder. d. The Employee shall be employed at the Executive’s offices of the Company located in Elmwood Park, New Jersey; provided that the Employee acknowledges and agrees that the proper performance of these duties and obligations may make it necessary to spend reasonable periods of time in other locations. “Subsidiaries” means all those corporations, associations or other business entities of which Parent either (i) owns or controls fifty percent (50%) or more of the Companyoutstanding equity securities either directly or through an unbroken chain of entities as to each of which fifty percent (50%) or more of the outstanding equity securities is owned directly or indirectly by its parent (provided, that there shall not be included any such entity the equity securities of which are owned or controlled in a fiduciary capacity); (ii) in the case of partnerships, serves as a general partner; (iii) in the case of a limited liability company, serves as a manager or a managing member; (iv) otherwise has the ability to elect fifty percent (50%) or more of the directors, trustees, managers, or managing members thereof; or (v) under GAAP consolidates in its financial statements or accounts for under the equity method.

Duties. The (a) In his position as Senior Vice President-MDI and, so long as the Company maintains the separate corporate existence of MDI (or otherwise maintains MDI as a distinct operating division), in his position as President and Chief Executive Officer of MDI, Executive shall serve under manage and oversee the day-to-day operations of MDI, subject to the direction of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs Directors of the Company and its AffiliatesMDI, respectively. The In his position as Senior Vice President-MDI for the Company, Executive shall also have direct reporting authority to the Chief Executive Officer shall review of Scientific Games Corporation, the performance parent of the Company ("Parent") and the Company. Executive on at least an annual basisalso shall report to such officer of the Company as shall be designated by the Chief Executive Officer of the Company. The During the term of this Agreement, but only so long as the Company maintains the separate corporate existence of MDI, the Company shall nominate and cause Executive will not engage to be elected as a member of the Board of Directors of MDI. Executive shall participate directly in any other business activityand be responsible for the timely creation, modification and amendment of all operating and financial plans, budgets and projections, and will marketing strategies relating to MDI or its business (collectively, the "Business Plans"), subject to the review and approval of such Business Plans by the Board of Directors of MDI and the Chairman of the Company. (b) during the term of this Agreement, Executive also shall perform faithfully such other duties and shall have such other responsibilities with the Company and MDI as are normally associated with the positions set forth in Section 1 and as otherwise may be reasonably assigned to the Executive from time to time by or upon the authority of the Board of Directors of MDI or the Chairman of the Company. (c) Executive acknowledges that, as an officer of the Company, he may, from time to time, be assigned other duties and responsibilities by the Company consistent with his seniority and position as an officer of the Company so long as such duties and responsibilities would not, without Executive's consent which shall not unreasonably be refused, (i) materially increase Executive's workload without a commensurate reduction in his workload with respect to the business operations of MDI, and (ii) materially and significantly change his overall responsibilities with the Company. Subject to the foregoing and Section 9(a), Executive's functions, duties and responsibilities are subject to reasonable changes as the Company may in good faith determine. (d) In addition to his other express duties set forth in this Agreement, throughout the term of his employment under this Agreement, Executive shall, in all capacities: (i) diligently perform such duties and fulfill such responsibilities as are normally associated with such positions and with such other positions as otherwise may be assigned to the Executive from time to time by in accordance with this Agreement; (ii) serve the Board Company and MDI to the best of his ability in the capacities described hereunder or assumed pursuant hereto and devote all of his business effort, time, attention, energy, and skill to the Chief Executive Officer duties of employment hereunder (subject to (A) the policies of the Company that are consistent with the provisions of this Agreementrespect to vacations and absences due to illness, government services, sabbaticals, etc. Notwithstanding the aboveand (B) Executive's right to make and supervise investments on a personal or family basis (including trusts, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures funds and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business investment entities in which those investments are made. The above activities will be allowed as Executive or members of his family have an interest) so long as they these activities do not result in any material deviation from Executive's duty to devote his full business effort, time, attention, energy and skill to his duties or materially affect or interfere with the performance of his duties hereunder or violate any noncompetition or other fiduciary obligations Executive has to Company or any of its Affiliates); (iii) faithfully, loyally, and industriously perform his duties; (iv) diligently follow and implement all lawful management policies and decisions of the Company, MDI, Parent and any other Affiliates of Company that are made known to him or are otherwise generally disseminated to employees or executive officers of the Company; (v) comply with all of the policies, procedures and regulations of the Company, MDI, and Parent that are generally applicable to and generally disseminated to employees, executive officers or management of the Company, as well as all applicable law and regulations; (vi) comply with all reasonable and lawful requests and instructions made by the Company, MDI or Parent; (vii) provide such explanations, information and assistance as the Company, MDI or Parent may reasonably require; and (viii) travel for business purposes to the extent reasonably necessary or appropriate in the performance of his duties. Executive acknowledges that he has received and familiarized himself with the policies and procedures of the Company and its Parent as set forth in the Standard Operating Procedures Manual for the Company (the "Company Manual"). (e) Executive acknowledges that Parent has determined that, as of the Commencement Date, Executive will not be an "Executive Officer" of Parent for purposes of Section 16(b) of the Securities Exchange Act. Executive further acknowledges that such determination is subject to review from time to time by Parent and that such status is subject to change either as a result of changes in Parent, the Company or MDI, or in the Executive’s 's duties with any of them or in applicable rules and obligations to the Companyregulations.

Duties. (1) The Executive shall serve under use his best endeavours to promote and protect the direction interests of the Board Group and shall not do anything which is harmful to those interests. (2) The Executive shall diligently and faithfully perform such duties and exercise such powers as may from time to time be assigned to or vested in him in relation to the conduct and management of the affairs of the Group by the CEO. The CEO may also suspend all or any of the Executive's duties commonly performed by an executive and powers for such periods and on such terms as he considers expedient (including a term that the Executive shall not attend at the Company's premises). (3) The Executive shall give to the CEO such information regarding the affairs of a publicly traded company the Group as he shall require and shall comply with all proper instructions of the CEO. (4) The Executive shall have the power and the authority to act in accordance with the same or a comparable position. instructions of and within the limits prescribed by the CEO. (5) The Executive shall comply with all applicable laws codes of conduct from time to time adopted by the Company or notified to him and regulations, as well as with all applicable Company policies rules and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests regulations of the Company London Stock Exchange including (without limitation) the model code on directors' dealings in securities. (6) The Executive shall (unless prevented by ill-health or accident or otherwise directed by the CEO) devote the whole of his time during normal business hours to the Period duties of Employment. During the Period of Employment and except such additional time as is necessary for illness, incapacity, reasonable vacation the proper fulfilment of those duties. (7) The Executive's salary shall be inclusive of any fees receivable by him as a director of any Group Company and holiday periods, and as provided below, if the Executive receives any such fees in addition to his salary he shall devote all of the Executive’s full business time, attention and skill exclusively pay them to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. Company. (8) The Executive will shall not engage accept any appointment to any office in relation to any body, whether corporate or not, (other than a Group Company) or directly or indirectly be interested in any manner in any other business activityexcept: (a) as holder or beneficial owner (for investment purposes only) of any class of securities in a company if those securities are listed or dealt in on a Recognised Investment Exchange and if the Executive (together with his spouse, children, parents and will perform faithfully parents' issue) neither holds nor is beneficially interested in more than five per cent. of the duties securities of that class; or (b) with the consent in writing of the CEO which may be assigned given subject to any terms or conditions which the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the CompanyChairman may require.

Duties. (a) During the Term of Employment, the Executive shall serve as Chief Executive Officer of Signet (the “Group Chief Executive”) and Chairman of the Board of Directors of the Company. As Group Chief Executive, the Executive shall be the most senior officer of Signet, with all supervisory authority and power over the other senior officers of Signet and any of its affiliates and with such other powers, duties and responsibilities with respect to the business of Signet as are customary to his offices and positions or as the Board of Directors of Signet (the “Board of Signet”) may request consistent therewith, including, but not limited to, the development and presentation to the Board of Signet of strategy, medium term plans and budgets, compliance with legal and corporate governance requirements, recommendations on the appointment and remuneration of senior executives and management development. The Executive shall devote such time as may be necessary to perform the role of Group Chief Executive to the satisfaction of the Board of Signet. (b) For the purposes of Section 2(a) above, the Executive shall report through the Chairman of the Board of Signet to the Board of Signet. (c) In addition, while it is understood that the right to elect directors of Signet and the Company is by law vested in the shareholders of Signet and the Company, respectively, it is nevertheless contemplated, subject to such right, that the Executive shall, at all times during the Term of Employment, be a Director of Signet and Chairman of the Board of Directors of the Company. The Executive shall serve under the direction as a Director of Signet and Chairman of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. Company without any additional compensation other than as specified in this Agreement, (d) The Executive shall comply with all applicable laws serve Signet and regulations, as well as all applicable the Company policies faithfully and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve to the best interests of the Company during the Period his ability in such capacities, devoting substantially all of Employment. During the Period of Employment his business time, attention, knowledge, energy and except for illness, incapacity, reasonable vacation skills to such employment. (e) If so requested and holiday periods, and as provided belowelected, the Executive also shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in serve during any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Term of Employment as any other officer or director of Signet's or the Company's subsidiaries without any additional compensation other than as specified in this Agreement. (f) The Executive shall be based at the Company's offices in Akron, Ohio and shall reside in the operation or affairs of Akron, Ohio area, but the business entities Executive shall travel as reasonably required in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere connection with the performance of the Executive’s his duties and obligations to the Companyhereunder.

Duties. (a) The Executive shall agrees to serve under the direction of the Board as Executive Vice President and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests Chief Investment Officer of the Company during the Period of EmploymentTerm. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided belowIn such capacity, the Executive shall devote all of have the responsibilities and duties customary for such office(s) and such other executive responsibilities and duties as are assigned by the Company’s Chief Executive Officer which are consistent with the Executive’s full position(s). The Executive agrees to devote substantially all his business time, attention and skill exclusively services to the business and affairs of the Company and its Affiliatesaffiliates and to perform his duties to the best of his ability. The Chief Executive Officer shall review At all times during the performance of this Agreement, the Executive on at least an annual basiswill adhere to the Code of Conduct of the Company (the “Code of Conduct”) that has been or may hereafter be established and communicated by the Company to the Executive for the conduct of the position or positions held by the Executive. The Executive will may not engage in any other business activity, and will perform faithfully accept directorships on the duties which may be assigned to board of directors of for-profit corporations without the Executive from time to time by the Board or prior written consent of the Chief Executive Officer of the Company. The Executive may accept directorships on the board of directors of not-for-profit corporations without the Chief Executive Officer’s prior, written consent so long as (a) such directorships do not interfere with Executive’s ability to carry out his responsibilities under this Agreement, and (b) Executive promptly notifies the Chief Executive Officer in writing of the fact that he has accepted such a non-profit directorship. (b) If the Company that are consistent or the Executive elects not to renew the Term pursuant to Section 2.2, the Executive shall continue to be employed under this Agreement until the expiration of the then current Term (unless earlier terminated pursuant to Section 3.1 hereof), shall cooperate fully with the Chief Executive Officer and shall perform such duties not inconsistent with the provisions of this Agreement. Notwithstanding hereof as he shall be assigned by the above, nothing in this Agreement shall preclude the Chief Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the CompanyOfficer.

Duties. The During the Employment Period: (a) Executive shall be employed by Employer as President & Chief Executive Officer of the Company and the Bank, with the authority, duties and responsibilities as are customarily assigned to this position. Executive shall report directly to the Board of Directors of the Company (the “Board”), and in his capacity as President and CEO of the Bank, to the Board of Directors of the Bank. During the Employment Period, Executive shall serve under on the direction Board without additional compensation, subject to election by the shareholders of the Board Company, and shall exercise all duties commonly performed by an executive also serve on the Board of a publicly traded company Directors of the Bank as its Chairman. (b) Executive shall devote his full business time, energy and skill to the business of Employer (except for vacations and absences made necessary because of illness), and to the promotion of Employer’s best interests. Executive agrees to devote the time necessary to discharge faithfully and efficiently his responsibilities under this Agreement. Notwithstanding anything to the contrary in this Agreement, Executive may devote reasonable time to (i) supervision of his personal investments, (ii) to activities involving professional, charitable, educational, religious and similar types of organizations, (iii) to speaking engagements, and (iv) to similar activities, to the extent that those other activities do not interfere with the same performance of Executive’s duties under this Agreement, or a comparable position. The Executive shall comply conflict in any way with all applicable laws the business or interests of Employer, and regulations, as well as all applicable Company are in compliance with Employer’s policies and proceduresprocedures in effect from time to time applicable to employees with respect to actual or potential conflicts of interest, including including, without limitation, the Code of Business Conduct and Ethics, Ethics and shall faithfully serve the best interests of the Company during the Period of EmploymentCompany’s policies on Outside Business Activity and Related Party Transactions. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively be permitted to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive sit on at least an annual basis. The Executive will not engage in one outside public company or for-profit private company outside board, subject to approval by the Joint Compensation, Nominating and Corporate Governance Committee of the Board (the “Committee”) and compliance with any other business activityapplicable Company policies. (c) Executive’s primary office and place of employment shall be at the Company’s headquarters, and will perform faithfully which for the duties which may be assigned to the Executive from time to time initial twelve (12) months of Executive’s Employment Period, unless otherwise agreed by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with shall be at the Company;’s current headquarters in Los Angeles, California. 3.2.2. Delivering lectures (d) Executive represents and fulfilling speaking engagements; 3.2.3. Engaging in charitable warrants that there are no current or prior employment agreements between him and community activities; or 3.2.4. Investing the Executive’s personal assets in investments his former employers—including but not limited to any employee code of conduct, noncompetition, nonsolicitation or business entities in such form nondisclosure agreements—that would restrict or manner that will not violate this Agreement otherwise adversely affect his continuing employment with Employer or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Companyperforming his expected job duties.

Duties. (a) The Executive shall serve under is hereby employed as the direction President and Chief Operating Officer of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable positionBank. The Executive shall comply with all applicable laws perform the duties of those positions, and regulationsis hereby given the broad authority to manage and run the day-to-day operations of the Bank. The Executive shall have direct responsibility and authority for the general supervision, as well as all applicable Company policies management and procedurescontrol of the activities, affairs and property of the Bank (and its subsidiaries), including the Code by way of Business Conduct illustration and Ethicsnot limitation, personnel (including hiring, firing, promotions, and shall faithfully serve compensation), lending, credit authorization, asset/liability management, strategic planning, financial management, pricing and budgeting, subject to the best interests oversight of the Company Board of Directors of the Bank. Any activities, subsidiaries or personnel within the Corporation (and its subsidiaries) shall also be subject to the control, supervision, and authority of the Executive, it being the understanding of the parties that at all times during the Period term of Employment. the Executive's employment under this Agreement, the Executive shall be the highest ranking full-time employee of both the Corporation and the Bank reporting to the Chairmen of their Boards. (b) During the Period term of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided belowthe Executive's employment under this Agreement, the Executive shall devote substantially all of the Executive’s full business his time, attention services, skills and skill exclusively abilities to his employment hereunder, except during periods of vacation, illness or disability. Notwithstanding the foregoing, the Executive shall be permitted to devote such time and energy as he deems appropriate to: (i) the prompt winding-up of all active business pursuits in which he is engaged as of the date of this Agreement; (ii) passive investments, including, but not limited to, real estate and stock investments; (iii) reasonable and customary commitments to community or civic affairs; and (iv) membership on boards of directors of other corporations; provided that none of the foregoing activities materially interferes with Executive's duties hereunder or materially conflicts with the interests of the Employer. (c) During the term of this Agreement, the Board of Directors of the Corporation and the Bank, respectively, shall re-elect the Executive to the business offices of President and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Operating Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the CompanyBank.

Duties. (a) The Executive shall agrees to serve under the direction of the Board as Executive Vice President, Chief Financial Officer and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests Treasurer of the Company during the Period of EmploymentTerm. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided belowIn such capacity, the Executive shall devote all of have the responsibilities and duties customary for such office(s) and such other executive responsibilities and duties as are assigned by the Chief Executive Officer which are consistent with the Executive’s full position(s). The Executive agrees to devote substantially all his business time, attention and skill exclusively services to the business and affairs of the Company and its Affiliatessubsidiaries and to perform his duties to the best of his ability. The Chief Executive Officer shall review At all times during the performance of this Agreement, the Executive on at least an annual basiswill adhere to the Code of Conduct of the Company (the “Code of Conduct”) that has been or may hereafter be established and communicated by the Company to the Executive for the conduct of the position or positions held by the Executive. The Executive will may not engage in any other business activity, and will perform faithfully accept directorships on the duties which may be assigned to board of directors of for-profit corporations without the Executive from time to time by the Board or prior written consent of the Chief Executive Officer of the Company. The Executive may accept directorships on the board of directors of not-for-profit corporations without the Chief Executive Officer’s prior, written consent so long as (a) such directorships do not interfere with Executive’s ability to carry out his responsibilities under this Agreement, and (b) Executive promptly notifies the Chief Executive Officer in writing of the fact that he has accepted such a non-profit directorship. (b) If the Company that are consistent or the Executive elects not to renew the Term pursuant to Section 2.2, the Executive shall continue to be employed under this Agreement until the expiration of the then current Term (unless earlier terminated pursuant to Section 3.1 hereof), shall cooperate fully with the Chief Executive Officer and shall perform such duties not inconsistent with the provisions of this Agreement. Notwithstanding hereof as he shall be assigned by the above, nothing in this Agreement shall preclude the Chief Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the CompanyOfficer.

Duties. The Executive shall serve under agrees that during the Employment Period while ------ Executive is employed by the Company, Executive will devote Executive's full business time, energies and talents to serving as the Controller of the Company and the Parent and providing services for the Company at the direction of the Board Company's President and shall exercise all duties commonly performed by an executive Chief Executive Officer, or his designee (the "CEO") or, for periods prior to the consummation of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulationsReorganzation, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests Manager of the Company during or his designee (the Period of Employment"Manager"). During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention have such duties and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which responsibilities as may be assigned to the Executive from time to time by the Board Manager or CEO, as applicable, shall perform all duties assigned to Executive faithfully and efficiently, subject to the Chief direction of the Manager or CEO, as applicable, and shall have such authorities and powers as are inherent to the undertakings applicable to Executive's position and necessary to carry out the responsibilities and duties required of Executive Officer hereunder. Subject to the terms and conditions of this Agreement, Executive will perform the duties required by this Agreement at the Company's principal place of business unless the nature of such duties requires otherwise. The parties acknowledge and agree that the Company is transitioning its principal place of business and that no later than December 31, 2000, such principal place of business will be in the greater Chicago metropolitan area. Notwithstanding the foregoing, during the Employment Period, Executive may devote reasonable time to activities other than those required under this Agreement, including activities involving professional, charitable, educational, religious and similar type activities to the extent such activities do not, in the reasonable judgment of the Manager or CEO, as applicable, inhibit, prohibit, interfere with or conflict with Executive's duties under this Agreement or conflict in any material way with the business of the Company and its affiliates; provided, however, that are consistent with Executive shall not serve on the provisions board of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee directors of any charitable business or non-profit organization, or hold any other position with any business without receiving the prior approval written consent of the BoardManager or CEO, any other for-profit organizationas applicable, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will which consent may not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Companyunreasonably withheld.

Duties. The (a) Employee agrees to serve as the President and Chief Executive Office of Employer and to perform such duties as may reasonably be assigned to him by the Board, provided, however, that such duties shall serve under the direction be of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company same character as those generally associated with the same office held by Employee. Employee acknowledges that he will have one or a comparable position. The Executive shall comply more reporting lines to certain senior managers of NAB, who may reasonably assign him duties consistent with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests wishes of the Company during the Period of EmploymentBoard. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive Employee shall devote all of the ExecutiveEmployee’s full business best efforts working time, attention knowledge, ability and skill exclusively to the business and affairs of the Company and its AffiliatesEmployer. The Chief Executive Officer Employee shall review report directly to the performance Board of the Executive on at least an annual basis. The Executive will not engage in any other business activityEmployer, and will perform faithfully the duties which may be assigned as well as to the Executive senior management of NAB whom NAB shall determine from time to time in its sole discretion. All earnings, fees, honorariums or other remuneration whatsoever earned or payable to the Employee as a result of activities associated with his with employment with the Employer belong to the Employer. (b) The Employee shall at all times perform Employee’s duties to the utmost of Employee’s capacity and ability and commensurate with the highest business and professional standards and ethics. (c) The Employee agrees to observe and comply with any applicable rules and regulations established by the Board or Employer. The power to direct, control and supervise the Chief Executive Officer duties to be performed, the manner of performing such duties, and the Company that are consistent with time for performing such duties shall be exercised by the Employer subject to the provisions of this Agreement. Notwithstanding . (d) The Employer shall not impose any employment duties of any kind which would require the above, nothing in Employee to violate any law or local ordinance. (e) The Employee shall perform all services and discharge his duties pursuant to this Agreement shall preclude at the Executive from devoting time during reasonable periods required for: 3.2.1. Serving Employer’s executive offices which are located in Sioux Falls, South Dakota, but which may relocate as a director or member of a committee of any charitable or non-profit organization, or with prior approval of determined by the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Company.

Duties. The duties of Executive shall serve under be those which are usually and customarily associated with the direction of the Board and shall exercise all duties commonly performed by an executive position of a publicly traded Chief Executive Officer of a comparably sized company with and the same or Executive will be expected to live within a comparable position50-▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇nd work in the Employer’s Lincoln, Nebraska office. The Executive shall comply with all applicable laws will have the duties, responsibilities and regulationsauthorities as detailed in Exhibit A attached hereto and incorporated herein, as well as such other reasonably related duties, responsibilities and authorities as may be specified by MHI’s Board of Directors (the “Board”). Executive shall report directly to the Board for the performance of her duties. Executive shall devote substantially all applicable Company policies of her working time, attention, skill and procedures, including reasonable best efforts to the Code performance of Business Conduct her duties hereunder in a manner that will faithfully and Ethics, diligently further the business and shall faithfully serve the best interests of the Company during the Period of EmploymentMHI. During the Period of Employment and except for illnessTerm, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business timerefrain from acting as an employee, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage employer, consultant, agent, principal, partner, stockholder, officer, director, or in any other individual or representative capacity own, operate, control, assist, or participate in any business activitythat is in competition in any way with the Employer; provided, that this prohibition shall not preclude Executive from: (i) serving as a member of the Board of Directors of one additional for-profit company, if and only if the company is not engaged in the Business, does not constitute a conflict of interest and does not create an appearance of impropriety; (ii) engaging in charitable, civic or other volunteer activities, or (iii) owning stock of any company whose shares are listed for trading over any public or over-the-counter exchange if, and will perform faithfully only if, (a) Executive does not own more than five percent (5%) of such shares of any such company, and (b) Executive does not control such company, and (c) such ownership does not constitute a conflict of interest, create an appearance of impropriety or otherwise violate any provision of applicable law. Executive acknowledges and agrees that Executive’s employment relationship is solely with Employer, that Employer retains all rights and authority to control Executive’s activities in carrying out the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions terms of this Agreement. Notwithstanding , and that the above, nothing in this Agreement subsidiaries of MHI and its affiliates shall preclude the not be considered a joint employer of Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of for any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate purposes under this Agreement or require services on the part of the Executive in the operation under any federal, state or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Companylocal laws.

Duties. The Employee shall have general responsibility for managing the affairs of the Company’s North America Technology Products Group and as Chief Executive shall serve under of the direction North America Technology Products Group, you will perform the duties, undertake the responsibilities and exercise the authority customarily performed, undertaken and exercised by persons employed in a similar executive capacity and/or, to the extent consistent with your position (subject to Section 3(c) or 3(d) in the case of your voluntary resignation without Good Reason (as defined below)), as directed by the Chairman and Chief Executive Officer of the Company (the “Chairman and CEO”) and/or the Executive Committee of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests Directors of the Company during (the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods“Executive Committee”, and as provided belowindividually and/or collectively with the Chairman and CEO, the Executive “Reporting Person”). You shall report to the Reporting Person. You agree to devote all of the Executive’s your full business working time, attention and skill exclusively to the business and affairs of the Company and its Affiliatesto use your best efforts to advance the best interests of the Company. The Chief Executive Officer Employee shall review perform his duties primarily at the performance Company’s offices located in Miami, Florida, subject to travel and other duties outside of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are such location consistent with the provisions of this AgreementCompany’s business as determined by the Reporting Person. Notwithstanding the above, nothing Nothing in this Agreement shall preclude be construed to prohibit the Executive Employee from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member serving on the board of a committee directors and/or on the advisory board of any charitable not-for profit or non-profit organizationother corporation, or with prior approval including Peek Inc., Catholic Charities of the BoardArchdiocese of Saint ▇▇▇▇ and Minneapolis, any other for-profit organizationThe ▇▇▇▇ Group LLC, in each case involving no Accenture Inc. and CTIA The Wireless Association, provided that (a) such service does not create an actual or potential apparent conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in Company, (b) such service is approved by the operation or affairs Board of Directors of the business entities in which those investments are made. The above activities will be allowed as long as they do Company (the “Board”), and (c) such service does not materially affect conflict with any applicable federal or interfere with the performance of the Executive’s duties and obligations to the Companystate law, regulation or NYSE rule.

Duties. 2.1 The Executive shall serve under serve, subject to the direction supervision and control of the Board Corporation's President and shall exercise all duties commonly performed by an executive Chief Operating Officer as the Senior Vice President - Operations of a publicly traded company the Corporation with the same or a comparable position. The Executive shall comply with all applicable laws responsibilities and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethicsauthority, and shall faithfully serve status and perquisites which have, consistent with past practice, been delegated or granted by the best interests of Corporation to an employee holding such position(s) or which are customarily delegated or granted by similarly situated corporations to an employee holding similar position(s). If Executive is appointed to additional offices by the Company Corporation during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided belowContract Period, the Executive shall have the responsibilities and authority, and status and perquisites consistent with the past practices of the Corporation or which are customarily delegated or granted by similarly situated corporations to an employee holding such position(s). Executive shall also perform any additional lawful services and assume any reasonable additional responsibilities, not inconsistent with his then current position, as shall from time to time be assigned to him by the Board of Directors of the Corporation (the "Board") or by the President and Chief Operating Officer of the Corporation. 2.2 Executive agrees that during the Contract Period, he shall devote substantially all of the Executive’s his full business time, working time and attention and give his best effort, skill and abilities exclusively to the business and affairs interests of the Company Corporation; provided, however, that the foregoing shall not be construed to prohibit Executive's service as a (i) director or officer of any trade association, civic, educational or charitable organization or governmental entity or, subject to approval by the President and its Affiliates. The Chief Executive Operating Officer shall review the performance as (ii) a director of any corporation which is not a competitor of the Corporation, provided that such service by Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do does not materially affect or interfere with the performance by Executive of the responsibilities delegated under Section 2.1 above. 2.3 Executive shall carry out all responsibilities delegated in Section 2.1 above at such location within the continental United States as the President and Chief Operating Officer may from time to time, after consultation with Executive’s duties and obligations to , deem appropriate, except for travel reasonably required in the Companyperformance of Executive's responsibilities.

Duties. As Vice President Support of the Intentia Group the Executive is responsible for all operations in accordance with the division of responsibilities set out from time to time and in particular to carry out duties customary to a VP Support of a publicly listed company The Executive shall serve under exercise such powers and perform such duties (not being duties inappropriate to his senior status) in relation to the direction business of the Company or any Associated Company as may from time to time be vested in or assigned to him by the Board of Directors and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable positionCEO. The Executive shall comply with all applicable laws reasonable directions from the Board of Directors and regulations, the CEO as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests regulations of the Company during the Period Company. The principal duty of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all be to properly and professionally manage the different Support Centres and also the QA functions of the Executive’s full business timeIntentia Group including, attention but not limited to, Partners, Auditors, etc and skill exclusively corresponding relations and other external contact related to the business position. These duties shall be exercised under the general supervision and affairs guidance of the CEO. The duties, responsibilities, objectives and authorities of the Executive are set out in this Agreement and in policies, procedures, instructions and other communications (hereinafter referred to as “Directives”) by the Board of Directors and the CEO and applicable corporate bodies, and the Executive agrees to comply with and be bound by all such Directives for the time being in force and duly communicated to him. The Executive shall diligently, faithfully and loyally promote the interest of the Company and its Affiliatesthe Intentia Group and in particular, shall use his best endeavours to attain the business goals set by the CEO and the Board. The Chief Company will reimburse such fees associated with professional institutions and organizations in which the Executive Officer shall review the performance is a member upon request of the Company. The Executive on at least an annual basishereby agrees to take up all offices and functions the Company sees fit, within the Company and the Intentia Group as well as its subsidiaries. The Executive will not engage in any other business activity, retire from all such offices and functions upon request of the Company. All additional remuneration the Executive should derive thereof will perform faithfully the duties which may be assigned accounted for with regard to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of remuneration under this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Company.

Duties. (a) Executive agrees that during the Term of Employment he will hold such offices or positions with the Company, and perform such duties and assignments relating to the business of the Company, as the chief executive officer of the Company shall direct except that Executive shall not be required to hold any office or position or to perform any duties or assignment inconsistent with his experience and qualifications or not customarily performed by a corporate officer. The Company represents to Executive (i) that the Board of Directors (acting by its Compensation Committee) has authorized the making of this 2 Agreement and expressed its present intention that during the Term of Employment Executive will be a Group Vice President and the Treasurer of the Company and (ii) that under the by-laws of the Company as now in effect the Treasurer is the chief financial officer of the Company. Neither the failure of any future Board of Directors to elect Executive to the offices just named nor any amendment of the by-laws shall, however, be deemed to relieve either party hereto of any of his or its obligations under this Agreement. (b) If the chief executive officer of the Company so directs, Executive shall serve under the direction as an officer of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same one or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests more subsidiaries of the Company during (provided that the Period duties of Employment. During the Period of Employment such office are not inconsistent with Executive's experience and except for illness, incapacity, reasonable vacation qualifications and holiday periods, are duties customarily performed by a corporate officer) and as provided below, the Executive shall devote part or all of the Executive’s full compensation to which Executive is entitled hereunder may be paid by such subsidiary or subsidiaries. However, such employment and/or payment of Executive by a subsidiary or subsidiaries shall not relieve the Company from any of its obligations under this Agreement except to the extent of payments actually made to Executive by a subsidiary. (c) During the Term of Employment Executive shall, except during customary vacation periods and periods of illness, devote substantially all of his business time, time and attention to the performance of his duties hereunder and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review subsidiaries and to promoting the performance best interests of the Executive on at least an annual basis. The Executive will not Company and its subsidiaries and he shall not, either during or outside of such normal business hours, engage in any other business activity, and will perform faithfully the duties which may be assigned activity inimical to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Companybest interests.

Duties. The Executive shall serve under the direction As President of the Board Employer, the Employee shall: (a) have such management, supervisory and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable operational functions as are customary to such position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve such other powers, functions and duties may be assigned to the best interests Employee by the Board of Directors of the Company during Employer or the Period Chief Executive Officer or Chief Operating Officer of Employment. During the Period of Employment and except for illnessEmployer; and (b) diligently, incapacity, reasonable vacation and holiday periodscompetently, and as provided below, the Executive shall devote faithfully perform all of the Executiveduties and functions hereunder; and (c) not create a situation that results in termination for Cause (as that term is defined in Section 8 hereof); and Carrabba's Italian Grill, Inc. (d) devote one hundred percent (100%) of the Employee’s full business time, attention attention, energies and skill exclusively effort to the business and affairs of the Company Employer; and (e) conduct all of his activities in a manner so as to maintain and its Affiliatespromote the business and reputation of the Employer. The Chief Executive Officer Employee shall review not, during the performance term of the Executive on at least an annual basis. The Executive will not this Agreement, engage in any other business activity; provided, however, that the Employee shall be permitted to invest the Employee’s personal assets and manage the Employee’s personal investment portfolio in such a form and manner as will perform faithfully not require any business services on Employee’s part to any third party or conflict with the duties which may be assigned provisions of Section 9, Section 10 or Section 14 hereof, or conflict with any published policy of the Employer or its affiliates, including but not limited to the Executive from time ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy of the Employer or its affiliates. The Employee shall be responsible for directly reporting to time by the Board or the Chief Executive Officer or Chief Operating Officer of the Company Employer on all matters for which the Employee is responsible. Notwithstanding anything to the contrary herein, the parties acknowledge and agree that are consistent with the provisions Employee shall, during the term of this AgreementAgreement and at the request of the Employer, also serve as an officer of any subsidiary or affiliate of the Employer or OSI, as the Employer shall request. Notwithstanding the aboveIn such capacity, nothing in Employee shall be responsible generally for all aspects of such office. All terms, conditions, rights and obligations of this Agreement shall preclude be applicable to Employee while serving in such office as though Employee and such subsidiary or affiliate of the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director Employer or member of a committee OSI had separately entered into this Agreement, except that the Employee shall not be entitled to any compensation, vacation, fringe benefits, automobile allowance or other remuneration of any charitable kind whatsoever from such subsidiary or non-profit organization, or with prior approval affiliate of the Board, any other for-profit organization, in each case involving no actual Employer or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the CompanyOSI.

Duties. The (a) Executive’s first day of employment shall be July 13, 2006 (the “Start Date”). Executive is being hired as the Senior Vice President – North America of the Company, reporting to the Chief Executive Officer, and he shall serve under perform such other or additional duties and responsibilities consistent with Executive’s title(s), status, and position as the direction Chief Executive Officer or Board of Directors of Miva (“Board of Directors,” in each case to mean either the Board of Directors as a whole or the Compensation Committee of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company Directors in accordance with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company delegation policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period Board of EmploymentDirectors) may, from time to time, prescribe. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s performance will be subject to review by the Chief Executive Officer with oversight by the Board of Directors. (b) So long as he is employed under this Agreement, Executive agrees to devote his full business time, attention working time and skill efforts exclusively to the business and affairs on behalf of the Company and its Affiliatesto competently, diligently and effectively discharge all duties of Executive hereunder. The Chief Executive Officer shall review not be prohibited from engaging in such personal, charitable, or other nonemployment activities as do not interfere with full time employment hereunder and which do not violate the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding Executive further agrees to comply fully with all reasonable generally applicable policies of the aboveCompany as are from time to time in effect. (c) The Executive shall be based out of the Company’s New York, nothing New York office. If the Company decides to move its operations more than 50 miles from its current offices in this Agreement New York, New York, Executive shall preclude not be required to relocate and, to the extent the Executive from devoting time during reasonable periods required for: 3.2.1. Serving cannot perform his duties hereunder as a director or member result of such a committee of any charitable or move, his non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that performance will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed constitute Cause (as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Companydefined below).

Duties. The Executive shall During the Employment Period, Employee agrees to serve under exclusively as the direction [Title*] of the Board and Company. Employee shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall such powers and comply with all applicable laws and regulations, as well as all applicable Company policies perform such directions and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively duties in relation to the business and affairs of the Company as are customarily and its Affiliates. The ordinarily exercised and performed by the [Title*] of similar entities and as may from time to time be vested in or requested by the Chief Executive Officer shall review the performance of the Executive on at least an annual basisCompany consistent with Employee's position, and shall use his best efforts to improve and expand the business of the Company and its Affiliates consistent with Employee's position. The Executive will not engage in Notwithstanding any other business activityterm or provision to the contrary contained herein, in no event shall Employee be obligated to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Employee shall at all times report to, and will perform faithfully the duties which may his activities shall at all times be assigned subject to the direction and control of, the Chief Executive Officer of the Company. Employee shall have general supervisory control over and responsibility for the general management of [Job Description] services, subject in all instances to the written policy guidelines concerning operations and capital expenditures promulgated and/or approved from time to time by the Board or the Chief Executive Officer of Directors of the Company that are consistent or its Executive Committee. Employee agrees to devote his entire business time, energy and skill to the service of the Company and its Affiliates and shall perform his duties in a good faith, trustworthy and businesslike manner, in compliance with the laws of the United States of America and all other political subdivisions, all for the purpose of advancing the interests of the Company and its Affiliates. Employee shall at no time during the Employment Period engage in any other business activity whether or not such activity is pursued for gain, profit or other pecuniary advantage. Notwithstanding the foregoing, provided the same shall not interfere with the performance by Employee of his duties under this Agreement and shall not violate the terms and provisions of any other provision of this Agreement (including, but not limited to, Section 13 of this Agreement. Notwithstanding the above), nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s Employee may invest his personal assets in investments or business entities in such businesses where the form or manner that of such investment will not violate this Agreement or require services on the part of Employee and in which his participation is solely that of a passive investor and/or serve on the Executive in board of directors or as an officer of, or as a volunteer for, charitable, civic or community organizations; PROVIDED with the operation or affairs prior written consent of the business Company's Board of Directors, Employee may act as a consultant to businesses or entities in which those investments are made. The above activities will be allowed or serve as long as they do not materially affect or interfere with the performance a member of the Executive’s duties and obligations to the Companyboard of directors of a for profit organizations.

Duties. The Executive Employee is presently engaged as the Company's Senior Vice President-Merchandising and he agrees to continue to perform the duties and services incident to that position, or such other or further duties and services of a similar nature as may be reasonably required of him by the Company. The Employee shall serve under report to, and be subject to the direction and control of, the President of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable positionCompany. The Executive Employee shall comply with all applicable laws and regulationsperform his duties for the Company primarily from the Company's facilities at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, as well as all applicable Company policies and procedures▇▇▇▇▇▇▇▇▇▇▇▇, including the Code of Business Conduct and Ethics▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and shall faithfully serve the best interests or such other similarly situated locations of the Company during to which the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which Employee may be assigned to the Executive from time to time by the Board or Company. Notwithstanding the Chief Executive Officer foregoing, Employee acknowledges and agrees that from time to time, in the ordinary course of the business of the Company that are consistent with the Employee will be required to travel, and Employee hereby agrees to undertake such travel. The Employee shall devote his full business time, attention, energies and best efforts to the performance of his duties hereunder and to the promotion of the business and interests of the Company and of any corporate subsidiaries or affiliated companies. Nothing contained in this Section 3 shall be construed as preventing Employee from investing his personal assets, provided that no such investment (a) shall violate the provisions of Section 7 or 8 of this Agreement or (b) constitute the usurpation of a corporate opportunity of the Company. For purposes of this Section 3, a corporate opportunity shall be (i) one presented to or made available to the Company or any affiliate of the Company and known by the Employee or (ii) an investment or acquisition known by Employee as being considered by the Company or any affiliate of the Company, but a corporate opportunity shall not include any investment opportunity presented to or made to the Company or any affiliate of the Company which neither the Company nor such affiliate elects to pursue within a reasonable time. In addition, during the Term or extended term of this Agreement. Notwithstanding , the aboveEmployee may serve on corporate, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director civic or member charitable boards or committees, except boards or committees of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest corporations that compete with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Company.

Duties. The Executive a. As a Vice President/Business Development Officer DeWan shall serve under do and perform all acts, services or things necessary or advisable to obtain deposit and loan business for the direction of the Board and shall exercise Bank including all duties commonly acts customarily performed by an executive a Business Development Officer of a publicly traded company with the same or a comparable positioncommunity bank. The Executive DeWan shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any perform such other business activity, and will perform faithfully the related duties which may be assigned to the Executive prescribed from time to time by the Board or the Chief Executive Officer President of the Company that are Bank or by the Board of Directors of Bank as may be consistent therewith. DeWan shall perform these duties faithfully, diligently and to the best of his ability, consistent with the provisions highest and best standards of the banking industry and in compliance with all applicable laws, rules regulations, the Bank's Articles of Incorporation and By-laws, and the policies established by the Bank's Board of Directors. ▇. ▇▇▇▇▇ shall devote his entire productive time, ability and attention to the business of Bank during the term of this Agreement. Notwithstanding DeWan shall not directly or indirectly render any services of a business, commercial or professional nature to any other person or organization, whether for compensation or otherwise, without the aboveprior written consent of the Board of Directors of Bank; provided, nothing however, that these provisions shall not restrict DeWan from owning stock or other securities of a competitor which are relatively insubstantial to the total outstanding stock of such competitor, and so long as he in this Agreement shall preclude fact does not have the Executive from devoting time during reasonable periods required for: 3.2.1. Serving power to control or direct the management or policies of such competitor and does not serve as a director or member officer of or consultant for, and is not otherwise associated with, any competitor except as may be consented to by Bank. Nothing contained herein shall preclude substantially passive investments by DeWan during the Term which may require nominal amounts of time, energy or interest. ▇. ▇▇▇▇▇ hereby represents and agrees that the services to be performed by him under the terms of this Agreement are of a committee special, unique, unusual, extraordinary and intellectual character which gives them a peculiar value, the loss of any charitable which cannot be reasonably or non-profit organizationadequately compensated in damages in an action at law. DeWan therefore expressly agrees that, or with prior approval of the Board, in addition to any other for-profit organizationrights or remedies which Bank may possess, in each case involving no actual or potential conflict Bank shall be entitled to injunctive and other equitable relief to prevent a breach of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are madeby DeWan. The above activities will This Agreement may not be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Companyassigned by DeWan.

Duties. (a) The Executive shall continue to perform such duties of an executive nature for the Company Group as may be assigned to him from time to time by the Board of Directors (the “Board”) and that are customarily performed by an executive holding the positions of, President and Chief Executive Officer of the Company. The Executive shall serve under the Company Group faithfully and to the best of his ability and shall devote his full business time and attention to the affairs of the Company Group, subject to Section 3(b) and to reasonable absences for vacation and illness in accordance with then-current Company policy, and Disability. The Executive shall be subject at all times to the direction and control of the Board and during the term of this Agreement shall exercise all duties commonly performed continue to be duly elected by an executive of a publicly traded company with the same or a comparable positionBoard as President and Chief Executive Officer. The Executive shall comply with all applicable laws give the Board periodic reports on and regulations, as well as all applicable Company policies and procedures, including keep the Code of Business Conduct and Ethics, and shall faithfully serve Board informed on a current basis concerning the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full material business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Group. (b) While Executive Officer shall review renders services to the performance of the Executive on at least an annual basis. The Company, Executive will not engage in any other employment, consulting or other business activity, and will perform faithfully the duties which may be assigned to the Executive from activity (whether full-time to time by the Board or the Chief Executive Officer of the Company part-time) that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as would create a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2Company Group. Delivering lectures The Company agrees that during the term of this Agreement the Executive may continue to provide consulting for Advent International and fulfilling speaking engagements; 3.2.3. Engaging its affiliates, and may serve on the board of a private company affiliated with Advent International or in charitable which it has an investment, directly or indirectly, but only where such consulting and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that service will not violate reasonably create a conflict of interest with the Company Group and does not exceed a mutually acceptable, reasonable time commitment. From time to time or upon request during the term of this Agreement or require services on Agreement, the part Executive will provide the Board with reasonable confirmation that his activities for Advent International do not constitute a conflict of interest with the Company Group. The Executive will be permitted to (a) with the prior written consent of the Executive in the operation Board act or affairs serve as a director, trustee, committee member or principal of the business entities in any type of business, civic or charitable organization, which those investments are made. The above activities will consent shall not unreasonably be allowed withheld, delayed or conditioned, as long as they the Executive is not then serving on the board of a company affiliated or related to Advent International, such activities are disclosed in writing to the Board and there is no conflict of interest; and (b) purchase or own less than five percent (5%) of the publicly traded securities of any corporation; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such corporation; provided further that, the activities described in clauses (a) and (b) do not materially affect or interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunder, including, but not limited to, the obligations set forth herein. (c) By signing this Agreement, Executive confirms to the Company that he has no contractual commitments or other legal obligations that would prohibit Executive from performing his duties for the Company. (d) The headquarters for the performance of the Executive’s duties during the term of this Agreement shall be the principal executive offices of the Company in Houston, Texas, subject to such reasonable travel as the performance of the Executive’s duties in the business of the Company Group may require. (e) During the term of this Agreement the Executive shall, if elected, serve as a member of the Board of Directors of the Company and such other committees to which the Executive may be appointed, without any additional compensation.

Duties. The During the Employment Period, Executive shall serve under on a full-time basis, and perform services in a capacity and in a manner consistent with Executive’s position for the direction Company. Executive shall have the title of Chief Commercial Officer commencing as of the Board Effective Date and shall exercise all duties commonly performed by an executive of a publicly traded company have such duties, authorities and responsibilities as are consistent with the same or customary duties, authorities and responsibilities of such a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except position for illness, incapacity, reasonable vacation and holiday periodsa public company, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Operating Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive designate from time to time while the Executive serves as the Chief Commercial Officer of the Company. While Executive is the Chief Commercial Officer of the Company, Executive will report directly to the Chief Operating Officer. Executive shall devote substantially all of Executive’s business time and attention and Executive’s best efforts (excepting vacation time, holidays, sick days and periods of disability) to Executive’s employment and service with the Company; provided that this Section 2 shall not be interpreted as prohibiting Executive from (i) managing Executive’s personal investments (so long as such investment activities are of a passive nature), (ii) engaging in charitable or civic activities, (iii) participating on boards of directors or similar bodies of non-profit organizations, or (iv) subject to approval by the Board in its sole discretion, participating on boards of directors or the Chief Executive Officer similar bodies of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organizationorganizations, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in case, so long as such form or manner that will not violate this Agreement or require services on the part of the Executive activities in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they aggregate do not (a) materially affect or interfere with the performance of the Executive’s duties and obligations responsibilities hereunder, (b) create a fiduciary conflict, or (c) with respect to (ii), (iii), and (iv) only, detrimentally affect the Company’s reputation as reasonably determined by the Company in good faith. If requested, Executive shall also serve as an executive officer and/or member of the board of directors of any entity that directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company (an “Affiliate”) without additional compensation including, and being subject to his election by the shareholders of the Company, serving as a member of the Board during the Employment Period.

Duties. The Executive shall serve under the direction of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, (a) While the Executive is employed pursuant to this Agreement, he shall devote all of the Executive’s full business time, attention perform such duties and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or discharge such responsibilities as the Chief Executive Officer of the Company that are consistent shall from time to time direct, which duties and responsibilities shall be commensurate with the provisions Executive’s position. The Executive shall comply fully with all applicable laws, rules and regulations as well as with the Company’s policies and procedures. The Executive shall devote his entire working time to the business of the Company and shall use his best efforts, skills and abilities in his diligent and faithful performance of his duties and responsibilities hereunder. While the Executive is employed pursuant to this Agreement, he shall not engage in any other business activities or hold any office or position, regardless of whether any such activity, office or position is pursued for profit or other pecuniary advantage, without the prior written consent of the Chief Executive Officer of the Company. Notwithstanding the aboveforegoing, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member may devote up to twenty (20) hours total in the aggregate to serving on the boards of a committee directors of any charitable or non-profit organizationSchwans Foods and Enable Holdings, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest subject to compliance with the Company;’s code of conduct and ethics and other rules and codes, and the right of the Company in its discretion to revoke its consent to serving on those boards. 3.2.2. Delivering lectures (b) The Company reserves the right for the Chief Executive Officer of the Company from time to time to assign to the Executive additional duties and fulfilling speaking engagements; 3.2.3. Engaging in charitable responsibilities and community activities; or 3.2.4. Investing to delegate to other employees of the Company duties and responsibilities normally discharged by the Executive’s personal assets . All such assignments and delegations of duties and responsibilities shall be made in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do good faith and shall not materially affect or interfere with the performance general character of the work to be performed by the Executive’s duties . The Executive shall hold such offices and obligations directorships in the Company and any subsidiary to which, from time to time, the Executive may be appointed by the Chief Executive Officer of the Company. Without waiving the generality of the foregoing, the Executive agrees to continue to serve as President of Captira unless and until his employment in such capacity is terminated by the Board of Managers of Captira.

Duties. The (a) During the Employment Term (as defined in Paragraph 8 hereof), Executive shall serve under the direction as Chairman of the Board Board, Chief Executive Officer and shall exercise all duties commonly performed by an executive President of a publicly traded company with the same Company and in such other position or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except positions for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which subsidiaries as may be assigned agreed upon by Company and Executive or, with respect to the subsidiaries of Company only, as may be requested by Executive as provided under Paragraph 1 hereof; provided, however, that, on not less than ten (10) days' prior written notice to Company, Executive may, at any time and from time to time by the Board and without liability as a result thereof, relinquish any or the Chief Executive Officer all positions he then holds with any subsidiaries of the Company that are consistent with the provisions Company, and any such relinquishment in and of itself shall not constitute a breach of this Agreement. Notwithstanding Agreement or subject Executive to any reduction in any compensation or benefits due Executive hereunder. (b) Consistent with applicable law and the above, nothing authority reposed in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any Executive shall have overall authority for and be in sole charge of all of the operations and activities of Company and its subsidiaries. Executive shall at all times during the Employment Term be the senior most officer of Company, and to the extent requested by Executive, shall report directly and solely to the Board. (c) Notwithstanding anything herein contained to the contrary, Company hereby acknowledges that Executive shall be entitled, without restriction, to engage in the following activities (collectively, the "Other Activities"): (i) participate in a Broadway production, stage, theatrical or television production based upon Executive's life; (ii) serve as the executive producer with respect to film and television scripts; (iii) make commercial endorsements in connection with anything other for-profit organizationthan the Business; (iv) engage in merchandising activities in connection with anything other than the Business; (v) acquire interests in or receive revenue from a library of television programs commonly known as Don Kirshner's Rock Conce▇▇ ("▇▇▇▇ ▇▇▇▇ert"), provided that should Executive acquire the right to license Rock Concert, Company and Executive shall enter in each case involving no actual to an industry standard license agreement granting an exclusive license to the Company as to Rock Concert in exchange for royalties to Executive in the amount of five percent (5%) of gross revenues generated by Company under such license agreement; (vi) license of Executive's name and likeness in connection with anything other than the Business; (vii) write or potential participate in the writing of books based upon Executive's life and other related subjects; and (viii) make speaking engagements and serve as on air host of television, broadcast or radio programming. Company agrees that such Other Activities do not involve a material conflict of interest with the interests of Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging , agrees that Executive shall not be accountable to Company in charitable and community activities; or 3.2.4. Investing connection with such Other Activities, agrees that no diminution in compensation shall occur as a result the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the engagement by Executive in the operation or affairs Other Activities and agrees that Company shall have no interest in any revenues generated by Executive from such Other Activities. Subject to the foregoing, Executive shall devote such remaining regular working time as shall reasonably be necessary to the discharge of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance duties of the Executive’s duties and obligations Executive to the Company.

Duties. The (a) During the Term of Employment, the Employee will serve as Chief Executive shall serve under Officer and President, subject to the terms of this Agreement, the direction and control of the Board of Directors of the Company, and past practice with regard to authority, responsibility, and discretion in the exercise of managerial prerogative. The primary location of the Employee's employment hereunder shall exercise all duties commonly performed by an executive be the headquarters of a publicly traded company the Company. The Employee will, during the Term of Employment, serve the Company faithfully, diligently and competently and to the best of his ability, and will, consistent with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code dignity of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance and President of the Company, hold, in addition to the offices of Chief Executive on at least an annual basis. The Executive will not engage Officer and President of the Company, such other offices in any other business activity, and will perform faithfully the duties Company to which he may be appointed or assigned to the Executive from time to time by the Board or the Chief Executive Officer of Directors of the Company and will discharge such duties in connection therewith. The Employee shall devote all of his business time to the performance of his duties hereunder, provided, that are consistent with the Employee shall not be precluded from serving as a member of up to two boards of directors or advisory boards of companies or organizations so long as such service does not violate the provisions of this Agreement. Notwithstanding the above, nothing in Section 9 of this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s Employee's duties hereunder. (b) During the Term of Employment, the Company will use its best efforts to obtain the nomination of, and obligations to so long as the Employee is the Chief Executive Officer of the Company, the election of the Employee as a director of the Company. In the event that the Employee is elected as a director of the Company, the Employee shall perform all duties incident to such directorship faithfully, diligently and competently.

Duties. The (a) During the Regular Term, Executive shall serve as, and have responsibilities and authority consistent with the position of, full-time President, CEO, and (subject to Section 4(c) below) Chairman. Executive’s specific responsibilities and authority shall be as from time to time provided in the Company’s Bylaws and established by the Board, to which Executive shall report, but shall not without Executive’s written consent and subject to Section 4(c) be materially diminished during the Regular Term compared with Executive’s responsibilities and authority on the Effective Date to an extent that would constitute Good Reason. Executive shall devote substantially all of Executive’s business time, energy, and skill to the performance of his duties under this Agreement and shall devote commercially reasonable efforts and attention to such duties. Notwithstanding the direction foregoing, the Company acknowledges that Executive has investment, charitable, and professional interests and obligations to which he will attend on a continuing basis, but Executive represents and covenants that these activities will not materially interfere with the performance of his duties hereunder. (b) During the Transition Period, Executive shall serve in the role of Executive Chairman (for as long as he continues to be a member of the Board), subject, however, to Section 4(c) below. In such role, Executive shall initially (as and to the extent from time to time specified by the Board) be responsible during the beginning of the Transition Period for transition of the leadership of the Company to such person or persons as are selected by the Board (which person or persons shall, except as may otherwise be determined by the Board, report to the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with not to Executive), and thereafter during the same or a comparable position. The Transition Period, Executive shall comply with all applicable laws (as and regulations, to the extent from time to time specified by the Board) serve as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethicsa senior advisor to such person or persons, and shall faithfully serve to the best interests of Board, using his experience and status as founder and as (then) past CEO to help support the Company during the Period of EmploymentCompany’s growth strategy and development. During the Period of Employment and except for illnessTransition Period, incapacity, reasonable vacation and holiday periodsthe Board may assign to Executive, and as provided below, the Executive shall devote have, such other generally established or specific executive duties, responsibilities, and authority consistent with Executive’s role as Executive Chairman as shall from time to time be determined, defined or redefined by the Board in its sole discretion, to which Executive shall report. The Board may in its discretion from time to time during the Transition Period relieve Executive from any or all duties, responsibilities, or authority, whether assigned to Executive herein or defined or redefined from time to time by the Board, and in no event shall the taking by the Board of any such action, or the taking by the Company of any other action in furtherance thereof or to implement the same (including requiring that Executive be based at a location of his choice other than the offices of the Executive’s full business timeCompany), attention and skill exclusively constitute “Good Reason” or give rise to a claim of actual or constructive termination of employment. During the Transition Period: (i) Executive may choose (subject to the business and affairs Board’s exercise of the Company and its Affiliates. The Chief Executive Officer discretion as set forth above), but shall review not be required, to devote more than twenty (20) days per calendar quarter to the performance of his duties and responsibilities and (ii) the Company shall continue to provide Executive on at least with an annual basisexecutive assistant to support Executive in a manner consistent with the needs of Executive in light of his duties and responsibilities for or with the Company from time to time. The Company and Executive both recognize that the level of bona fide services that will not engage be provided by Executive during the Transition Period is difficult to determine with any certainty as of the Effective Date and may fluctuate during the Transition Period, but the occurrence of a Separation from Service on account of any reduction in bona fide services to be performed during the Transition Period as contemplated by or provided for in this subsection or elsewhere in this Agreement shall not, of itself, constitute a termination of Executive’s employment or alter, impair, or affect any other business activityof the Company’s rights or obligations under this Agreement. (c) The Company and Executive acknowledge that the ability of Executive to serve on the Board, and will perform faithfully hence to serve as and to hold the duties which may be assigned to the titles of “Chairman” and “Executive Chairman,” is dependent and conditioned upon Executive’s being nominated from time to time by the Board (or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a nominating committee of any charitable or non-profit organization, or with prior approval of thereof) for election to the Board, any other for-profit organizationExecutive’s then being elected from time to time to serve on the Board by the stockholders of the Company, and, upon the election of Executive to serve on the Board, the designation of Executive by the Board to serve as Chairman or Executive Chairman. Accordingly, the Company agrees that, except to the extent provided in subsection (d)(1), Executive shall, during the Term, continue to be nominated to serve on the Board as his term would otherwise from time to time expire. (d) Notwithstanding subsections (a), (b), and (c): (1) If the Board, by a majority vote of its members (excluding Executive), determines in good faith after receipt of advice of counsel that nominating Executive to serve on the Board would result in a breach of its fiduciary duties as directors under applicable law (or, in each the case involving no actual of the nominating committee, a violation of its charter), neither the Board nor the nominating committee shall have any obligation to nominate Executive for election to the Board; and (2) If (i) the stockholders for any reason do not reelect Executive to the Board or potential conflict (ii) even if Executive is reelected, the Board, by a majority vote of interest with its members (excluding Executive), determines in good faith after receipt of advice of counsel that its appointment of Executive from among the Company; 3.2.2. Delivering lectures members of the Board to the position of Chairman or Executive Chairman would result in a violation of its fiduciary duties as directors under applicable law, then Executive shall not, and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments shall not be entitled to, hold such titles or business entities serve in such form capacity or manner position beyond his then current term as such. Nevertheless, and in either such case, insofar as the same is not inconsistent with its fiduciary duties, the Board shall instead permit Executive during such period to hold a title and to serve the Company in a capacity as similar as reasonably practicable to that which he would have held or that in which he would have served the Company hereunder had he been so elected or such determination not been made, and within the limits of such duties the Board will take, or direct the Company to take, commercially reasonably steps (including offering to Executive observation rights on the Board) to so allow or provide. In no event, however, shall the fact that, under the specific circumstances described in this subsection (d), Executive (i) is not violate nominated for reelection as a director, (ii) is no longer a director, or (iii) is not appointed to serve as Chairman or Executive Chairman constitute Good Reason or a breach or default by either party to this Agreement or require services effect a termination of Executive’s employment or this Agreement, or otherwise affect any of Executive’s or the Company’s rights or obligations hereunder (other than the obligation on the part of the Executive in the operation to serve as Chairman or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the CompanyExecutive Chairman).

Duties. The (a) Executive shall serve under have day-to-day responsibility for the direction of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests operations of the Company during (other than the Period operations of EmploymentBio-Technology General (Israel) Ltd., QA/QC matters, legal matters and business development, which shall be the responsibility of the Company's Chief Executive Officer). During Although business development shall be the Period responsibility of Employment and except for illnessthe Company's Chief Executive Officer, incapacity, reasonable vacation and holiday periodsthe parties acknowledge that Executive will be involved in, and as provided belowhave input with respect to, the commercial and business development activities. In addition, Executive shall devote all of the Executive’s full business time, attention perform such other duties and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or functions as the Chief Executive Officer of the Company that are consistent shall from time to time determine and Executive shall comply in the performance of his duties with the provisions policies of, and be subject to, the direction of the Board of Directors of the Company. If Executive shall be elected or appointed as a director of the Company or any of its subsidiaries during the term of this Agreement. Notwithstanding , he will serve in such capacity without further compensation. (b) Executive agrees to devote his entire working time, attention and energies to the aboveperformance of the business of the Company and of any of its subsidiaries by which he may be employed; and Executive shall not, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving directly or indirectly, alone or as a director or member of a committee of any charitable partnership or non-profit other organization, or with prior approval as an officer, director or employee of the Board, any other for-profit corporation, partnership or other organization, be actively engaged in each case involving no actual or potential conflict of interest concerned with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments any other duties or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in pursuits which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of his duties hereunder, or which, even if non-interfering, may be, in the Executive’s duties and obligations reasonable determination of the Board of Directors of the Company in its sole discretion, inimical, or contrary, to the best interests of the Company, except that Executive shall be permitted to (i) remain on the Board of Directors of Aradigm Corporation and Cypros Pharmaceuticals as long as such companies are not competitors of the Company and the performance of his duties as a director does not unreasonably interfere with the performance of his duties hereunder; (ii) complete transitionary duties for Cytel Corporation as a consultant through July 31, 1999; and (iii) pursue such other duties or pursuits specifically authorized by the Company's Board of Directors. (c) All fees, compensation or commissions received by Executive during the term of this Agreement for personal services (including, but not limited to, commissions and compensation received as a fiduciary or a director, and fees for lecturing and teaching) rendered at the request of the Company shall be paid to the Company when received by Executive, except those fees that the Company's Board of Directors determines may be kept by Executive. This provision shall not be construed to prevent Executive from investing or trading in nonconflicting investments as he sees fit for his own account, including real estate, stocks, bonds, securities, commodities or other forms of investments.

Duties. The Executive shall serve under During the direction Term, you will have all of the Board duties, responsibilities and shall exercise all duties commonly performed by an executive authority commensurate with the position of a publicly traded company Chief Executive Officer, including such duties, responsibilities and authority set forth in the Company’s Certificate of Incorporation and Bylaws and such duties, responsibilities and authority as are customary for executives with the same or a comparable positionsimilar roles in companies of similar sizes and structures. The Executive shall comply with all applicable laws You will have an office at the Company’s corporate headquarters located in Bedford, Massachusetts for use during the Term on an as-needed basis. You agree to serve the Company faithfully, diligently and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethicscompetently, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall to devote all of the Executive’s your full business working time, attention energy and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this AgreementCompany’s business. Notwithstanding the aboveforegoing, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required foryou will be permitted to: 3.2.1. Serving (a) continue to serve as a director or member of a committee the public or private company boards of directors on which you currently serve; and (b) serve in any capacity with any professional, educational, philanthropic, public interest, charitable or non-profit community organization, ; provided that such activities do not at the time the activity or with prior approval of the Board, any other for-profit organization, in each case involving no activities commence or thereafter (i) create an actual or potential business or fiduciary conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form (ii) individually or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not aggregate, interfere materially affect or interfere with the performance of the Executive’s your duties and obligations to the Company. You will continue as a member of the Company’s Board of Directors (the “Board”), although you will not be eligible to receive any cash compensation, equity awards or other compensation with respect to your continuing service on the Board during the Term. It is understood that neither your employment as Interim CEO nor any other term of this Agreement will interfere with the vesting of equity awards previously issued to you in connection with your service as a member of the Board. During the Term you will not be eligible to serve on any of the standing committees of the Board for which members are required to be “independent” within the meaning of the rules and regulations of the Securities and Exchange Commission or The Nasdaq Stock Market (that is, the Audit Committee, the Compensation Committee, and the Governance and Nominating Committee). After the Term, your service as a member of any Board committee will be determined by the Board, subject to compliance with the applicable rules and regulations of the Securities and Exchange Commission and The Nasdaq Stock Market.

Duties. The Executive shall serve under the direction of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. (a) During the Period of Employment and except for illness(as defined in Section 3), incapacityExecutive shall serve the Company in such positions fully, reasonable vacation and holiday periodsdiligently, competently, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent conformity with the provisions of this Agreement, directives of the Chief Executive Officer and the Board of Directors of the Company (the “Board”), and the corporate policies of the Company as they presently exist, and as such policies may be amended, modified, changed, or adopted during the Period of Employment, and Executive shall have duties and authority consistent with Executive’s position as an Executive Vice President, Operations. Notwithstanding If requested by the aboveCompany, nothing in Executive shall also serve as a member of the Board and any Board committees without additional compensation. (b) Throughout the Period of Employment, Executive shall devote his full business time, energy, and skill to the performance of his duties for the Company, vacations and other leave authorized under this Agreement excepted. The foregoing notwithstanding, Executive shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging be permitted to (i) engage in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets affairs, and (ii) to make investments of any character in any business or businesses and to manage such investments or business entities in such form or manner that will (but not violate this Agreement or require services on the part of the Executive be involved in the operation or affairs day-to-day operations of any such business); provided, in each case, and in the business entities in which those investments are made. The above aggregate, that such activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties hereunder or conflict with the provisions of Sections 13 and 14, and further provided that Executive shall not serve as a director of any other publicly traded entity without gaining the consent of the Chief Executive Officer and the Corporate Governance and Nominating Committee of the Board prior to the commencement of such service. (c) Executive shall exercise due diligence and care in the performance of his duties for and the fulfillment of his obligations to the Company under this Agreement. (d) During the Period of Employment, the Company shall furnish Executive with office, secretarial and other facilities and services as are reasonably necessary or appropriate for the performance of Executive’s duties hereunder and consistent with his position as an Executive Vice President, Operations, of the Company. (e) Executive hereby represents to the Company that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment or other agreement or policy to which Executive is a party or otherwise bound.

Duties. The Executive shall serve under be subject to the direction and control of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Company’s Chief Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests Officer of the Company during the Period of Employment(“CEO”). During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention perform such duties and skill exclusively to the business functions for and affairs on behalf of the Company consistent with his position and its Affiliates. The experience as Chief Executive Officer shall review the performance Financial Officer, as are reasonably requested of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board CEO. Executive shall use reasonable best efforts to devote all of his working time, skill and efforts to the performance of Executive’s duties under this Agreement in a manner that will faithfully and diligently further the business and interests of the Company; provided, however, that Executive shall in any event be permitted (a) to be a member of the boards of directors (or similar governing bodies) of other entities and (b) to be involved in charitable activities, so long as, in each case, such memberships and activities (x) do not unreasonably interfere with Executive’s duties as set forth herein and (y) with respect to membership on any board of directors (or similar governing body), such membership is approved by the Chief CEO, with such approval not to be unreasonably withheld, it being understood that any such memberships and activities existing as of the date hereof and disclosed on Exhibit A shall be deemed conclusively approved. Except as set forth on Exhibit A hereto, Executive Officer represents and warrants as of the date hereof and as of the Effective Date that he is not a member of any board of directors or similar governing bodies of any entity other than the Company or its subsidiaries. Executive, in the performance of Executive’s duties hereunder, shall use good faith, reasonable efforts to cause the activities of the Company that are consistent to be conducted substantially in accordance with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval terms of the Boardlimited liability company operating agreement of the Company as amended and in effect from time to time and applicable laws, any other for-profit organizationand will, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures all material respects, observe and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations adhere to the Company’s code(s) of conduct and ethics and other corporate governance codes and policies as now existing or which may hereafter be adopted by the Company.

Duties. The During the Employment Term (as defined in Section 4 below), Executive shall serve under be employed, and Executive hereby agrees to serve, as Executive Vice President, Chief Financial Officer and Treasurer of First Charter and the direction Bank. As such, Executive shall have responsibilities, duties and authority reasonably accorded to, expected of, and consistent with Executive's position as an Executive Vice President, Chief Financial Officer and Treasurer of First Charter and the Bank and will report directly to the President. Executive shall also perform the duties and exercise the powers and functions that from time to time may be assigned or vested in him by the Board of Directors of First Charter (the "Board") and/or the Board of Directors of First Charter's subsidiaries in relation to: (i) First Charter; and/or (ii) any subsidiary or affiliated company of First Charter, including responsibility for the financial management and operations of the Board Bank. Executive hereby accepts this employment upon the terms and conditions herein contained and agrees to devote substantially all of his business time, attention and best efforts to promote and further the business of First Charter and the Bank. Moreover, except as specifically authorized in advance by the Board, Executive shall exercise all duties commonly performed by not, during the Employment Term (as defined in Section 4 below), be engaged as an executive employee or otherwise in any other business or commercial activity pursued for gain, profit or other pecuniary advantage. Nothing in the foregoing limitations shall be construed as prohibiting Executive from making personal investments in such form or manner as will neither require his services in the operation or affairs of the companies or enterprises in which such investments are made nor violate the terms of Sections 8 and 9 hereof, provided, however, that during the Employment Term (as defined in Section 4 below), Executive may not beneficially own the stock or options to acquire stock totaling more than 5% of the outstanding shares of any corporation or entity, or otherwise acquire or agree to acquire a publicly traded company significant present or future equity or other proprietorship interest, whether as a stockholder, partner, proprietor, or otherwise, with any enterprise, business or division thereof, that is engaged in Competitive Activity (as defined in Section 9 below) with First Charter and/or the same or a comparable positionBank. The Parties, however, agree that such activities must not singly or in the aggregate prevent, unduly limit or materially interfere with Executive's ability to perform his duties and responsibilities to First Charter under this Agreement. During the Employment Term, Executive shall comply with also: a. Comply with, execute and fulfill all lawful requests, instructions, policies and regulations made by the President, the Board or their authorized agents, included but not limited to general First Charter and/or Bank policies, rules and regulations applicable to First Charter employees; b. Faithfully and loyally serve First Charter and its subsidiaries and affiliated companies to the best of his ability and use his utmost endeavors to promote their interests in all respects; c. Adhere faithfully to all applicable professional ethics and business practices, and follow and abide by all federal, state and municipal ordinances and laws relating to or regulating the business of First Charter and regulations, as well as all applicable Company policies its subsidiaries and procedures, including affiliated companies; d. Specifically adhere to the terms of First Charter's Code of Business Conduct and Ethics, 2 e. Be fully and readily available to work on and perform his duties as assigned from time to time; and f. Assist in the identification and transitioning of any successor to his position, as requested, pending the termination or end of his employment term as set forth in Section 4 below. Notwithstanding the above duties, the President and/or the Board shall faithfully serve have the best interests of the Company right to require Executive at any time during the Period Employment Term to carry out such special projects or functions commensurate with his abilities, employment position and status as Executive Vice President, Chief Financial Officer and Treasurer of EmploymentFirst Charter and the Bank as the President and/or the Board shall in their absolute discretion determine. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided belowIn addition, the Parties further acknowledge and agree that the President and/or the Board may in their absolute discretion suspend Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review from the performance of the any duties, exclude him from any premises of First Charter or any First Charter subsidiary or affiliated company and/or temporarily reassign Executive's duties during any pending or immediately anticipated investigation or disciplinary action involving Executive on at least an annual basisand/or Executive's potential "Termination for Cause" (as defined in Section 5.f. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Companybelow).

Duties. 1.1. The Company hereby employs Executive shall serve under as an executive of the Company to perform services as Vice Chairman and the duties associated therewith, subject to the control and direction of the Company's Board of Directors or the Chairman of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company. 1.2. Executive hereby accepts such employment. Throughout the period of his employment by the Company, Executive will devote such time, attention, knowledge and skills, faithfully, diligently and to the best of his judgment and ability as is reasonably necessary for the performance of his duties under Section 1.1 hereof and in furtherance of the business of the Company and will observe and carry out such rules, regulations, policies, directions and restrictions as the Company shall from time to time establish. It is expected that are consistent with Executive will not be required to render services for more than 20 hours per month under this agreement. Executive will do such traveling as may be reasonably required of him in the provisions performance of this Agreementhis duties hereunder. Notwithstanding At the aboveCompany's request, nothing in this Agreement Executive shall preclude serve as an officer or director of the Company or any affiliate of the Company without additional compensation except that Executive from devoting time during reasonable periods required for: 3.2.1. Serving shall be entitled to receive directors fees for service as a director or member of a committee of any charitable or non-profit organization, or with prior approval ▇▇▇▇▇▇▇▇ Hospitality Group Inc. ("WHGI") and other subsidiaries of the Board, any Company on the same basis as other for-profit organization, in each case involving no actual or potential conflict directors of interest with WHGI and such other subsidiaries. In rendering his services to the Company; 3.2.2, Executive shall not be required to report to the Company's offices on a regular basis and shall not be required to relocate. Delivering lectures It is also expressly acknowledged that Executive has other duties and fulfilling speaking engagements; 3.2.3responsibilities, including the fact that Executive is currently serving as a Director of Midland Co., Reliance Group Holdings, Inc., Reliance Insurance Co. and ▇.▇. Engaging in charitable and community activities; or 3.2.4. Investing the ▇▇▇▇▇▇▇▇, Inc. Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part 's performance of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will his duties under Section 1.1 shall be allowed as long as they do not materially affect or interfere with subject to the performance of the Executive’s duties and 's obligations to the Companyothers.

Duties. (a) The Executive Employee shall serve under competently and diligently manage the direction daily operations and perform the normal duties and responsibilities of the Board President and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Chief Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests Officer of the Company during the Period of Employment. During the Period of Employment which is engaged in providing insurance management, insurance and except for illnessreinsurance underwriting services, incapacityloss control services, reasonable vacation and holiday periodsmarketing to clients, and such other related duties and responsibilities consistent with the foregoing as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be reasonably assigned to the Executive him from time to time by the board of directors of the Company (the “Board or of Directors”). (b) The Employee shall timely report to the Board of Directors as may be reasonably requested of the Employee. (c) The Employee shall devote his full time, skills and best efforts to the performance of his duties hereunder, to the exclusion of all other employment activities, except as otherwise provided in this Agreement; provided, however, that the Employee may manage his own passive investments so long as such management does not interfere materially with the performance of his duties hereunder. (d) The Employee shall generally perform his duties from the offices of the Company, which are currently located in the metropolitan area of Atlanta, Georgia. (e) During the term of this Agreement, the Employee acknowledges that he may also serve as President and/or Chief Executive Officer of the Company’s corporate parent(s), American Safety Holdings Corp. (“AS Holdings”) and American Safety Insurance Holdings, Ltd. (“ASIH”), or subsidiaries as the parties may mutually agree. The Employee shall receive no additional cash or equity compensation for acting in such other capacities. (f) The Company that are consistent shall indemnify and hold harmless the Employee from and against all claims, suits, judgments and damages (“Losses”) asserted or claimed by affiliated or unaffiliated third persons or entities, arising out of the Employee’s good faith efforts to implement the policies and procedures of the Company (and any other companies or corporate affiliates pursuant to Paragraph 2(e) hereof). Notwithstanding the foregoing, however, the Company shall have no such obligation to indemnify the Employee for any Losses which arise as a result of any action or failure to act by the Employee through his gross negligence, willful misconduct or breach of duty of loyalty in connection with the provisions performance of his duties under this Agreement. Notwithstanding The Employee shall not be held responsible or liable to the aboveCompany (and any other companies or corporate affiliates pursuant to Paragraph 2(e) hereof) for any losses or errors or omissions arising out of the performance of his duties in accordance with the policies and procedures of the Company (and any other companies or corporate affiliates pursuant to Paragraph 2(e) hereof) as communicated to the Employee from time to time in writing, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving except as a director or member of a committee result of any charitable action or non-profit organizationfailure to act by the Employee through his gross negligence, willful misconduct or with prior approval breach of the Board, any other for-profit organization, duty of loyalty in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere connection with the performance of the Executive’s his duties and obligations to the Companyunder this Agreement.

Duties. The (a) In his position as Senior Vice President-MDI and, so long as the Company maintains the separate corporate existence of MDI (or otherwise maintains MDI as a distinct operating division), in his position as President and Chief Executive Officer of MDI, Executive shall serve under manage and oversee the day-to-day operations of MDI, subject to the direction of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs Directors of the Company and its AffiliatesMDI, respectively. The In his position as Senior Vice President-MDI for the Company, Executive shall also have direct reporting authority to the Chief Executive Officer shall review of Scientific Games Corporation, the performance parent of the Company (“Parent”) and the Company. Executive on at least an annual basisalso shall report to such officer of the Company as shall be designated by the Chief Executive Officer of the Company. The During the term of this Agreement, but only so long as the Company maintains the separate corporate existence of MDI, the Company shall nominate and cause Executive will not engage to be elected as a member of the Board of Directors of MDI. Executive shall participate directly in any other business activityand be responsible for the timely creation, modification and amendment of all operating and financial plans, budgets and projections, and will marketing strategies relating to MDI or its business (collectively, the “Business Plans”), subject to the review and approval of such Business Plans by the Board of Directors of MDI and the Chairman of the Company. (b) During the term of this Agreement, Executive also shall perform faithfully such other duties and shall have such other responsibilities with the Company and MDI as are normally associated with the positions set forth in Section 1 and as otherwise may be reasonably assigned to the Executive from time to time by or upon the authority of the Board of Directors of MDI or the Chairman of the Company. (c) Executive acknowledges that, as an officer of the Company, he may, from time to time, be assigned other duties and responsibilities by the Company consistent with his seniority and position as an officer of the Company so long as such duties and responsibilities would not, without Executive’s consent which shall not unreasonably be refused, (i) materially increase Executive’s workload without a commensurate reduction in his workload with respect to the business operations of MDI, and (ii) materially and significantly change his overall responsibilities with the Company. Subject to the foregoing and Section 9(a), Executive’s functions, duties and responsibilities are subject to reasonable changes as the Company may in good faith determine. (d) In addition to his other express duties set forth in this Agreement, throughout the term of his employment under this Agreement, Executive shall, in all capacities: (i) diligently perform such duties and fulfill such responsibilities as are normally associated with such positions and with such other positions as otherwise may be assigned to the Executive from time to time by in accordance with this Agreement; (ii) serve the Board Company and MDI to the best of his ability in the capacities described hereunder or assumed pursuant hereto and devote all of his business effort, time, attention, energy, and skill to the Chief Executive Officer duties of employment hereunder (subject to (A) the policies of the Company that are consistent with the provisions of this Agreementrespect to vacations and absences due to illness, government services, sabbaticals, etc. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the (B) Executive’s right to make and supervise investments on a personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business family basis (including trusts, funds and investment entities in which those investments are made. The above activities will be allowed as Executive or members of his family have an interest) so long as they these activities do not result in any material deviation from Executive’s duty to devote his full business effort, time, attention, energy and skill to his duties or materially affect or interfere with the performance of his duties hereunder or violate any noncompetition or other fiduciary obligations Executive has to Company or any of its Affiliates); (iii) faithfully, loyally, and industriously perform his duties; (iv) diligently follow and implement all lawful management policies and decisions of the Company, MDI, Parent and any other Affiliates of Company that are made known to him or are otherwise generally disseminated to employees or executive officers of the Company; (v) comply with all of the policies, procedures and regulations of the Company, MDI, and Parent that are generally applicable to and generally disseminated to employees, executive officers or management of the Company, as well as all applicable law and regulations; (vi) comply with all reasonable and lawful requests and instructions made by the Company, MDI or Parent; (vii) provide such explanations, information and assistance as the Company, MDI or Parent may reasonably require; and (viii) travel for business purposes to the extent reasonably necessary or appropriate in the performance of his duties. Executive acknowledges that he has received and familiarized himself with the policies and procedures of the Company and its Parent as set forth in the Standard Operating Procedures Manual for the Company (the “Company Manual”). (e) Executive acknowledges that Parent has determined that, as of the Commencement Date, Executive will not be an “Executive Officer” of Parent for purposes of Section 16(b) of the Securities Exchange Act. Executive further acknowledges that such determination is subject to review from time to time by Parent and that such status is subject to change either as a result of changes in Parent, the Company or MDI, or in the Executive’s duties with any of them or in applicable rules and obligations to the Companyregulations.

Duties. The Executive shall serve under the direction of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. (a) During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and Term (as provided defined below), the Executive shall devote all be a full-time employee of the Executive’s full business timeCompany, attention all under and skill exclusively subject to the business direction and affairs control of the Board of Directors of the Company (the “Board”). (b) In his capacity as Chief Executive Officer and President, the Executive shall be the senior executive officer of the Company with principal responsibility for controlling the operations of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the such duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of for the Company that as are consistent with the provisions foregoing, including, without limitation, preparing and obtaining approval from the Board of the Company’s annual budget and plan; advising management and establishing revenue models and growth strategies, conducting market research and assessing the competitive environment to identify opportunities; developing business plans for new business development; advising and negotiating on financing initiatives; preparing and making presentations to prospective customers, affiliates, investors and partners, analyzing sales, marketing and distribution goals, establishing a network of business opportunities for the Company and attending interviews, conventions, trade shows, conferences or discussion panels on behalf of the Company. (c) The services to be performed by the Executive shall be commensurate with the position of the Executive as the most senior executive employee of the Company. In this Agreement. Notwithstanding position, during the aboveTerm (i) the Executive shall not render services to or for any other person, nothing firm, corporation or business in this Agreement capacity and (ii) shall preclude have no interest directly or indirectly in any other person, firm, corporation or business whose business is related to or competitive with the business of the Company; provided, however, that the Executive from devoting time during reasonable periods required for: 3.2.1. Serving may own, directly or indirectly, solely as an investment, securities of any entity which are traded on any national securities exchange or which are admitted to quotation on The NASDAQ Stock Market Inc. if the Executive (a) is not a director controlling person of, or a member of a committee group which controls, such entity and (b) does not, directly or indirectly, own one percent or more of any charitable class of securities of such entity; Notwithstanding the foregoing, so long as it does not interfere with his full time employment hereunder, the Executive may attend to outside investments and serve as a director, trustee or non-profit organization, officer of or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging otherwise participate in charitable and community activities; or 3.2.4. Investing civic organizations and serve as director of corporations whose business is unrelated to the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in Company and continue to pursue his other business interests unrelated to the operation current or affairs future business of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Company.

Duties. (a) The Executive shall serve under shall, in his role as Group Finance Director, devote the direction whole of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business his time, attention and skill exclusively during his hours of work as specified in Clause 7 to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activityfaithfully, efficiently, competently and will diligently perform faithfully the such duties and exercise such powers, authorities and discretions which may be assigned to or vested in him by the Board and shall obey all reasonable and lawful directions given by or under the authority of the Board and use his best endeavours to promote and extend the business of the Company and to protect and further its interests and reputation. (b) The Executive may be required to perform services not only for the Company but also for the benefit of any Associated Company and to hold such offices in the Company or any Associated Company as the Board may reasonably require, but without further remuneration (except as otherwise agreed in writing between the parties). The Executive may, without prejudice to his rights, be required to be seconded to the employment of any Associated Company. However, the Executive will not be required to perform such services which he cannot reasonably be expected to perform or which are inconsistent with his role as Group Finance Director. (c) The duties of the Executive as an officer of the Company or of any Associated Company shall be subject to the Articles of Association of the relevant company and shall be separate from and in addition to his duties under this Agreement. (d) The Executive will report to ▇▇▇▇ ▇▇▇▇▇▇▇, Group Chief Executive or to such other person as the Board may specify from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for:time. 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing (e) Once notice to terminate the Executive’s personal assets in investments employment has been given by the Company or business entities in such form or manner that will not violate this Agreement or require services on the part of by the Executive in under Clause 3, the operation or affairs of Company may at its absolute discretion require the business entities in which those investments are made. The above activities will be allowed as long as they do Executive not materially affect or interfere with the performance to attend work and/or not to undertake any of the Executive’s duties during any period of notice, provided that the Company shall continue to pay the Executive his salary and obligations provide his contractual benefits under this Agreement. (f) Further, at any time during such period of notice referred to in Clause 5(e) above the Executive shall at the request of the Board immediately resign without claim for compensation from any office as a director of the Company or Associated Company and from such office held by the Executive in the Company or Associated Company. (g) Any period of notice during which, pursuant to Clause 5(e), the Executive shall be required not to attend at work and/or not to undertake any of the Executive’s duties shall count towards any period of restriction set out in Clauses 24(b) (i), (ii) (iii) or (iv).

Duties. 2.1 The Executive shall serve under serve, subject to the direction supervision and control of the Board Corporation's President and shall exercise all duties commonly performed by an executive Chief Operating Officer as the Senior Vice President - Group Operations of a publicly traded company the Corporation with the same or a comparable position. The Executive shall comply with all applicable laws responsibilities and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethicsauthority, and shall faithfully serve status and perquisites which have, consistent with past practice, been delegated or granted by the best interests of Corporation to an employee holding such position(s) or which are customarily delegated or granted by similarly situated corporations to an employee holding similar position(s). If Executive is appointed to additional offices by the Company Corporation during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided belowContract Period, the Executive shall have the responsibilities and authority, and status and perquisites consistent with the past practices of the Corporation or which are customarily delegated or granted by similarly situated corporations to an employee holding such position(s). Executive shall also perform any additional lawful services and assume any reasonable additional responsibilities, not inconsistent with his then current position, as shall from time to time be assigned to him by the Board of Directors of the Corporation (the "Board") or by the President and Chief Operating Officer of the Corporation. 2.2 Executive agrees that during the Contract Period, he shall devote substantially all of the Executive’s his full business time, working time and attention and give his best effort, skill and abilities exclusively to the business and affairs interests of the Company Corporation; provided, however, that the foregoing shall not be construed to prohibit Executive's service as a (i) director or officer of any trade association, civic, educational or charitable organization or governmental entity or, subject to approval by the President and its Affiliates. The Chief Executive Operating Officer shall review the performance as (ii) a director of any corporation which is not a competitor of the Corporation, provided that such service by Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do does not materially affect or interfere with the performance by Executive of the responsibilities delegated under Section 2.1 above. 2.3 Executive shall carry out all responsibilities delegated in Section 2.1 above at such location within the continental United States as the President and Chief Operating Officer may from time to time, after consultation with Executive’s duties and obligations to , deem appropriate, except for travel reasonably required in the Companyperformance of Executive's responsibilities.

Duties. The Executive shall serve under the direction of the Board be President and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Chief Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs Officer of the Company and its Affiliates. The Chief Executive Officer shall review have the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activityauthority, functions, duties, powers and responsibilities normally associated with such position, and will perform faithfully the duties which such other title, authority, functions, duties, powers and responsibilities as may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of Directors of the Company that are (the “Board”) consistent with the provisions of this AgreementExecutive’s position with the Company. Notwithstanding Executive shall report only to the above, nothing in this Agreement shall preclude the Board. Executive from devoting time during reasonable periods required for: 3.2.1. Serving as is currently a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any and during the Term (as defined below) the Company shall take such reasonable action as may be necessary to nominate Executive annually for re-election to the Board during the Term. The Executive agrees to devote substantially all of his business time and efforts to the performance of his duties, except for customary vacations and reasonable absences due to illness or other for-profit organizationincapacity as set forth herein, in each case involving and to perform all of his duties to the best of his professional ability and comply with such reasonable policies, standards, and regulations of the Company as are from time to time established by the Board. Executive shall have no actual outside business activities that are competitive with or potential present a conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments , or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect would conflict or interfere with the performance of his duties hereunder. Notwithstanding the Executiveforegoing, nothing contained herein shall be construed so as to prohibit or prevent the Executive from engaging in charitable causes, sitting on the boards of directors of not-for-profit entities, or managing his and his family’s personal finances, so long as such activities do not conflict or interfere with the performance of his duties and obligations hereunder. The Executive represents that he is not a party to any restrictive covenants, or other agreement or understanding that would conflict or interfere with the Companyperformance of his duties hereunder.

Duties. The Executive BEST EFFORTS: INDEMNIFICATION. Employee shall serve under the direction as an executive officer of the Company as Vice President. Treasurer and Chief Financial Officer, subject only to the directions from the, Chief Executive Officer and the Board of Directors of Company. Subject only to the directions of those identified in the preceding sentence. Employee shall have supervision and shall exercise control over, and sole responsibility for, all duties commonly performed by an executive financial management of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and EthicsCompany, and shall faithfully serve have such powers and duties as may be from time to time prescribed by the best interests Chief Executive Officer and the Board of Directors of the Company during Company, provided that the Period of Employment. During the Period of Employment nature of' Employee's powers and except for illness, incapacity, reasonable vacation duties so prescribed shall not be inconsistent with Employee's position and holiday periods, and as provided below, the Executive duties set forth in Exhibit I. Employee shall devote all of the Executive’s full his business time, attention and skill exclusively energies to the business and affairs of Company, shall use his best efforts to advance the best interests of Company and its Affiliates. The Chief Executive Officer shall review not during the performance of the Executive on at least an annual basis. The Executive will not engage Term be actively engaged in any other business activity, whether or not such business 2 activity is pursued for gain, profit or other pecuniary advantage. The Employee shall expend his best efforts on behalf of the Company and will perform faithfully the duties which may be assigned abide by all reasonable Company policies not or hereafter existing. Subject to the Executive provisions of the Company's Article of Incorporation and Bylaws, each as amended from time to time time, Company shall indemnify Employee to the fullest extent permitted by the Board Business Corporation Act of the State of Florida, as amended from time to time, for all amounts (including without limitation, judgments, fines, settlement payments, expenses and attorney's fees) incurred or paid by Employee in connection with any action, suit, investigation or proceeding arising out of or relating to the performance by Employee of services for, or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving acting by Employee as a director director, officer or member of a committee of any charitable or non-profit organizationemployee of, Company, or with prior approval of the Board, any other for-profit organizationperson or enterprise in good faith at Company's request. Company shall obtain and maintain in full force and effect during the Term, directors' and officers' liability insurance policies providing full and adequate protection to Employee acting, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to good faith within his capacities for the Company.

Duties. The Executive shall serve under During the direction Term of Employment, Employee agrees to perform faithfully, industriously, and to the best of Employee's ability, experience, and talents, all of the Board duties that may be required by the express and shall exercise all duties commonly implicit terms of this Agreement and which are both customarily performed by an executive employee situated in similar position and to the reasonable satisfaction of a publicly traded company with the same President of the Company. Such duties shall be provided at such places as the needs, business, or a comparable position. The Executive opportunities of the Company may require from time to time and shall comply with include, but not be limited to, attending to all applicable laws financial matters related to the Company including financial reporting, mergers & acquisitions, other capital structure matters and regulationsinvestor relations, as well as all applicable Company policies SEC and proceduresother regulatory compliance, including the Code of Business Conduct and Ethicsoutside counsel, accountants, and other consultants as may be engaged, and building and managing the administrative and accounting department's functions, roles and responsibilities. It is further contemplated by the parties hereto that, subject to satisfactory performance by Employee and at the discretion of the President, Employee's responsibilities will be increased over the term hereof to include additional operational oversight and management Employee shall faithfully serve not, without prior written consent of the best interests President of the Company during the Period Term of Employment. During , other than the Period Performance of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to duties naturally inherent in the business and affairs of the Company as applicable, perform services of any professional or commercial nature for any other person or firm, whether for compensation or otherwise; provided, however, that so long as it does not interfere with his employment hereunder, Employee may: (a) attend to outside investments; (b) serve as a director, trustee, or officer of or otherwise participate in professional, educational, welfare, social, religious and its Affiliates. The Chief Executive Officer shall review civic organizations; and (c) serve as a director, officer or employee of any other entity if and to the performance extent consented to in writing by the President of the Executive on Company. Employee shall arrange his affairs and lifestyle so that he can perform his duties from the Company's offices currently located at least an annual basis. The Executive will not engage in any ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ or at office facilities at such other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time locations approved by the Board or the Chief Executive Officer President of the Company that are consistent with the provisions of this AgreementCompany. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during If Employee fails to continue to perform his duties upon a reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval change of the Boardcurrent Company headquarters, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will contract shall be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to deemed terminated for cause by the Company.

Duties. ​ (a) The Executive shall serve report directly to the Board of Directors of HVIA (the "Board"), or its designee, and shall perform the duties of Chief Executive Officer and Chief Investment Manager under the direction supervision of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable positionBoard. The Executive shall comply have responsibility and authority to supervise and direct the management and administration of all facets of the operation of HVIA, in accordance with all the policies, procedure -and goals established by the Board, and in compliance with applicable Federal and Slate laws and regulations. The Executive’s duties shall include, as well as all applicable Company policies and proceduresbut not be limited to, including the Code of Business Conduct and Ethicsauthority to hire, compensate (within budgetary limits), and terminate HVIA employees, provided that the hiring (and the terms of employment with respect thereto) or the termination of senior or key employees of HVIA shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively be subject to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board. ​ (b) The Executive shall serve HVIA faithfully, diligently, competently, and to the best of the Executive’s ability. The Executive shall exclusively devote full working time, energy, and attention to the business of HVIA and to the promotion of HVIA’s interests throughout the term of this Agreement. During the term of this Agreement, the Executive shall not, without the written consent of the Board of HVIA, render services in any capacity, whether as an owner, ​ employee, independent contractor or otherwise, to or for any person, firm, company, or other for-profit entity or organization, whether or not compensated, and regardless of the form in which the compensation, if any, is paid and regardless of whether it is paid directly or indirectly to the Executive. Notwithstanding the preceding sentence, the Executive shall participate in such professional and community activities that are beneficial to, and serve the interests of HVIA. Executive may serve as a member of the board of directors of business, community, professional, and charitable organizations, subject to the prior approval of the Board of HVIA; provided that in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will service shall not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties under this Agreement, violate the provisions of Articles 6 and obligations 7 hereof, or violate HVIA’s ethics and conflict of interest policies (including those of HVIA’s parent, Orange County Bancorp, Inc. ("OCBI") or any Federal or state securities and banking laws or regulations thereunder. ​ (c) The Executive may be appointed a member of the Board of HVIA, subject to the Company.requirements of the by-laws of HVIA, but shall not be eligible for election as an officer of the

Duties. The (a) Employee’s first day of employment shall be December 15, 2006 (the “Start Date”). Employee is being hired as Chief Administrative and Chief Financial Officer of the Company, reporting to the Chief Executive Officer, and Employee shall serve under initially be responsible for all finance and accounting, M&A, internal audit, S▇▇▇▇▇▇▇-▇▇▇▇▇ compliance, investor relations, technology operations and infrastructure, global human resources and shall perform such other or additional duties and responsibilities consistent with Employee’s title(s), status, and positions as the direction Chief Executive Officer may, from time to time, prescribe. Employee’s performance will be subject to review by the Chief Executive Officer with oversight by the Board of Directors of Miva (“Board of Directors,” in each case to mean either the Board of Directors as a whole or the Compensation Committee of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company Directors in accordance with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company delegation policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period Board of Employment. During the Period of Employment and except for illnessDirectors). (b) So long as Employee is employed under this Agreement, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall Employee agrees to devote substantially all of the Executive’s full business time, attention his working time and skill efforts exclusively to the business and affairs on behalf of the Company and its Affiliatesto competently, diligently, and effectively discharge all duties of Employee hereunder. The Chief Executive Officer Employee shall review not be prohibited from engaging in such personal, charitable, or other non-employment activities as do not interfere with the performance of his duties hereunder and that do not violate the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding Anything herein to the abovecontrary notwithstanding, nothing in this Agreement shall preclude the Executive from devoting time during (i) serving on the boards of directors of J▇▇▇▇ Apparel Group, International Wire Group and Diversified Investment Advisors or of other corporations subject to reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging (ii) engaging in charitable activities and community activities; or 3.2.4. Investing affairs and (iii) managing his personal investments and affairs, provided that the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive activities described in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they preceding clauses (i) through (iii) do not materially affect or interfere with the proper performance of the Executive’s his duties and obligations responsibilities hereunder. Employee further agrees to comply fully with all reasonable generally applicable policies of the Company as are from time to time in effect. (c) The Employee shall be based out of the Company’s New York, New York office. If the Company decides to move its operations more than 35 miles from its current offices in New York, New York, Employee shall not be required to relocate and, to the Companyextent the Employee cannot perform assigned duties hereunder as a result of such a move, such non-performance will not constitute Cause (as defined below).

Duties. The (a) Executive shall serve under SCC as Chief Financial Officer and agrees to promote the Company’s interests, be responsible for such duties as are commensurate with and required by such position(s), and any other duties as may be assigned to Executive by the board of directors of SCC (the “Board”), or by such executive or executives of SCC as may be designated by the Board (each a “Designated Supervisor”), from time to time. Executive will be responsible for managing the financial actions of the Company, subject to the supervision and direction of the Board or such Designated Supervisor(s). (b) As of the Effective Date, Executive shall be appointed to serve as a member of the Board and thereafter shall exercise all duties commonly performed by an executive be nominated for reelection as a member of the Board as Executive’s term as a director expires, provided that Executive may, in his/her discretion, resign from the Board or decide not to stand for reelection, in each case upon written notice to the Secretary of the Company, given (i) at any time in the case of resignation and (ii) not more than five (5) days following the date on which the Board sets the date for the next annual meeting, in the case of a publicly traded company with the same or decision not to stand for reelection. (c) Executive agrees to perform his/her duties in a comparable position. The Executive shall comply with all applicable laws and regulationsdiligent, as well as all applicable Company policies and procedurestrustworthy, including the Code of Business Conduct and Ethicsloyal, businesslike, productive, and shall faithfully serve efficient manner and to use his/her best efforts to advance the best interests business and goodwill of the Company during the Period of EmploymentCompany. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall agrees to devote substantially all of the Executive’s full his/her business time, skill, energy and attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activitybusiness, and will perform faithfully profession, or occupation for compensation or otherwise which would conflict or interfere with the duties which may be assigned to performance of such services either directly or indirectly without the Executive from time to time by the Board or the Chief Executive Officer prior written consent of the Company that are consistent with the provisions of this AgreementBoard. Notwithstanding the aboveforegoing, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organizationwill be permitted, or with the prior approval written consent of the Board, to serve as a director, trustee, committee member, or principal of any other for-profit organizationtype of business, in each case involving no actual civic, or potential conflict of interest with charitable organization (“Outside Activities”) provided that, such Outside Activities do not, as reasonably determined by the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or Board, interfere with the performance of the Executive’s duties and obligations responsibilities to the CompanyCompany as provided hereunder.

Duties. The Executive shall serve under (a) Throughout the direction of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided belowPeriod, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company reporting directly to the Board of Directors of the Company (the “Board”), and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the Company. The executive shall also act as the Chief Technology Officer. The Executive shall at all times comply with all written Company policies applicable to him. During the Employment Period, the Company shall also nominate the Executive for re-election as a member of the Board. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. 4915-0600-1968.1 (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that are consistent with anything herein to the provisions of this Agreement. Notwithstanding the abovecontrary notwithstanding, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or (i) with the prior approval written consent of the Board, which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other for-profit organization, in each case involving no actual or potential conflict of interest with activities approved by the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activitiesBoard; or 3.2.4. Investing provided that the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The activities described above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations responsibilities to the CompanyCompany as provided hereunder.

Duties. The Executive During the Term of this Agreement: (a) Employee shall serve under hold the direction office of President of Employer or such other position of comparable or higher authority and responsibility within Employer or any of its affiliated entities as shall be mutually agreeable. Such services shall be provided at the Employer's office located in Lakewood, Colorado or such other location of the Board Employer's office as Employer shall reasonably designate, although Employee shall travel as reasonably necessary to perform his duties. Employee shall have the powers and shall exercise all duties commonly performed by an executive of a publicly traded company authority customarily associated with the same or a comparable such position. The Executive Employee shall comply assume such other responsibilities consistent with all applicable laws and regulationshis position as President of Employer, as well as all applicable Company policies may be assigned to him from time to time by the President and procedures, including Chief Executive Officer of GTS Duratek or another executive officer designated by the Code President and Chief Executive Officer of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive GTS Duratek. (b) Employee shall devote all of the Executive’s his best efforts and full business time, attention and skill exclusively working time to the business and affairs of the Company Employer, except that Employee shall be allowed reasonable vacations and its Affiliates. The Chief Executive Officer shall review reasonable leaves of absence, due to illness or incapacity that does not constitute a Long-Term Disability (as hereinafter defined), in accordance with the performance established policies of the Executive on at least an annual basisEmployer. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing Nothing in this Agreement shall preclude the Executive Employee from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organizationengaging in charitable, or with prior approval of the Boardprofessional, any other for-profit organizationand community activities, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as so long as they such activities do not materially affect interfere with, conflict, or interfere with impair the proper performance of Employee's duties hereunder or Employer's business or reputation. (c) Employee shall not receive compensation, other than honoraria, for services rendered to any Person other than the Executive’s duties Employer during the Term of this Agreement. As used herein, the term "Person" shall include all natural persons, corporations, business trusts, associations, companies, partnerships, joint ventures and obligations to the Companyother entities, governments, agencies, and political subdivisions.