Common use of Position and Duties Clause in Contracts

Position and Duties. During the Employment Period, the Executive's status, offices, titles, and reporting requirements with the Company or its Affiliated Companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's personal investments and affairs, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companies.

Position and Duties. i. During the Employment Change of Control Period, there shall be no material reduction in any of the Executive's status’s position, officesauthority, titlesduties, responsibilities or salary grade as compared to those held, exercised and reporting requirements with the Company or its Affiliated Companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are the Relevant Time. Notwithstanding the foregoing, a change in title by itself shall not materially inconsistent with be a violation of this Section 4(a)(i); provided that the Executive continues to have responsibilities and authority that are, in the aggregate and in all material respects, comparable to those held by the Executive at the Relevant Time. ii. During the Change of Control Period, the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's ’s services shall be performed at the location where the Executive was employed immediately preceding the Effective Date Date, or at any other location less that does not result in the Executive’s commuting distance from the Executive’s residence being increased by more than 20 miles from such location30 miles; provided, although that if the Executive understands voluntarily changes his or her residence after the Effective Date, then a new work location shall not be considered to have increased the Executive’s commuting distance by more than 30 miles unless such an increase both (1) occurs in relation to the Executive’s new residence; and agrees that he may be required to travel from time to time for business purposes(2) would have occurred even if the Executive had not changed his or her residence. iii. During the Employment Change of Control Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his reasonable attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive’s reasonable best good faith efforts to perform faithfully and efficiently the duties and such responsibilities assigned to him hereunderconsistent with his or her past practice. During the Change of Control or Employment Period Periods it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, ; (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's institutions; or (C) manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's ’s responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such other activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's ’s responsibilities to the Company and its Affiliated CompaniesCompany.

Position and Duties. During the Employment Period, the Executive's status, offices, titles, titles and reporting requirements with the Company or its Affiliated Companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with a material diminution of the Executive's status, offices, titles, titles and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 50 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's personal investments and affairs, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companies.

Position and Duties. During the Employment Period, the Executive's status, offices, titles, and reporting requirements with the Company or its Affiliated Companies affiliated companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies affiliated companies and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's personal investments and affairs, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies affiliated companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companiesaffiliated companies.

Position and Duties. (i) During the Employment Period, the Executive's statusauthority, officesduties and responsibilities shall, titlesin the aggregate, and reporting requirements be at least commensurate in all material respects with the Company or its Affiliated Companies or both, as the case may be, shall be commensurate with most significant of those in effect exercised and assigned at any time during the 90120-day period immediately preceding the Effective Date. The duties , and neither a reduced scope of the Executive's responsibilities assigned to resulting from the Executive may fact that the Change of Control has created a larger organization, nor a change in the Executive's position (including status, offices, titles and reporting requirements) shall be increased, decreased or otherwise changed during the sole basis for determining whether the requirements of this Section 5(a)(i) are met. (ii) During the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 20 50 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. . (iii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his reasonable attention and time and attention during normal business hours to the business and affairs of Energy Group or any of its affiliated companies and, to the Company and its Affiliated Companies and extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive's reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's personal investments and affairs, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company Energy Group or any of its Affiliated Companies affiliated companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and Energy Group or any of its Affiliated Companiesaffiliated companies.

Position and Duties. (i) During the Employment PeriodPeriod and prior to a Change of Control Date, (A) if the Board determines that the Executive has been performing his duties in accordance with Section 4(a)(iii) hereof, it shall re-elect the Executive to the position of Senior Vice President with substantially similar duties to the position held by the Executive on the Effective Date, and (B) the Executive's services shall be performed at the Executive's location on the Effective Date, the Company's headquarters, or a location where a substantial activity for which the Executive has responsibility is located. (ii) During the Employment Period and on and following a Change of Control Date, (A) the Executive's position (including status, offices, titles, titles and reporting requirements relationships), authority, duties and responsibilities shall be at least commensurate in all material respects with the Company or its Affiliated Companies or bothmost significant of those held, as the case may be, shall be commensurate with those in effect exercised and assigned at any time during the 90-day period immediately preceding the Effective Date. The duties Change of Control Date and responsibilities assigned to (B) the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Change of Control Date or any office or location less than 20 miles from such location, although where a substantial activity for which the Executive understands and agrees that he may be required to travel from time to time for business purposes. has responsibility is located. (iii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his reasonable attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive's reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's (C) manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is also expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated CompaniesCompany.

Position and Duties. (i) During the Employment Period, the Executive's status’s authority, officesduties and responsibilities shall, titlesin the aggregate, and reporting requirements be at least commensurate in all material respects with the Company or its Affiliated Companies or both, as the case may be, shall be commensurate with most significant of those in effect exercised and assigned at any time during the 90120-day period immediately preceding the Effective Date. The duties , and neither a reduced scope of the Executive’s responsibilities assigned to resulting from the Executive may fact that the Change of Control has created a larger organization, nor a change in the Executive’s position (including status, offices, titles and reporting requirements) shall be increased, decreased or otherwise changed during the sole basis for determining whether the requirements of this Section 5(a)(i) are met. (ii) During the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's ’s services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 20 50 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. . (iii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his reasonable attention and time and attention during normal business hours to the business and affairs of Energy Group or any of its affiliated companies and, to the Company and its Affiliated Companies and extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive’s reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's personal investments and affairs, so long as such activities do not significantly interfere with the performance of the Executive's ’s responsibilities as an employee of the Company Energy Group or any of its Affiliated Companies affiliated companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's ’s responsibilities to the Company and Energy Group or any of its Affiliated Companiesaffiliated companies.

Position and Duties. (i) During the Employment PeriodPeriod and prior to a Change of Control Date, (A) if the Board determines that the Executive has been performing his duties in accordance with Section 4(a)(iii) hereof, it shall re-elect the Executive to a responsible executive position with substantially similar duties to the position held by the Executive on the Effective Date, (B) the Executive's services shall be performed at the Executive's location on the Effective Date, the Company's headquarters, or a location where a substantial activity for which the Executive has responsibility is located. (ii) During the Employment Period and on and following a Change of Control Date, (A) the Executive's position (including status, offices, titles, titles and reporting requirements relationships), authority, duties and responsibilities shall be at least commensurate in all material respects with the Company or its Affiliated Companies or bothmost significant of those held, as the case may be, shall be commensurate with those in effect exercised and assigned at any time during the 90-day period immediately preceding the Effective Date. The duties Change of Control Date and responsibilities assigned to (B) the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Change of Control Date or any office or location less than 20 thirty-five (35) miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. . (iii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his reasonable attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive's reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's (C) manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is also expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated CompaniesCompany.

Position and Duties. (i) During the Employment Period, the Executive shall serve as President of Sunstone and the Operating Partnership and shall perform such employment duties as are usual and customary for such positions and such other duties as the Board of Directors of Sunstone (the “Board”) shall from time to time reasonably assign to the Executive's status. No sooner than January 1, offices, titles2009, and reporting requirements with no later than July 1, 2009, and subject to the Company or its Affiliated Companies or bothterms and conditions of this Agreement, Executive will be appointed to serve as Chief Executive Officer of Sunstone and the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective DateOperating Partnership. The duties and responsibilities assigned date of such appointment will be determined by the Board. Subject to any required stockholder vote, the Executive may be increased, decreased or otherwise changed shall also serve as a member of the Board during the Employment Period, provided that the duties and responsibilities assigned . Prior to the Executive’s appointment as Chief Executive at any given time are not materially inconsistent with Officer of Sunstone and the Operating Partnership, the Executive shall report directly to the Chief Executive Officer of Sunstone and the Operating Partnership. Following the Executive's status’s appointment as Chief Executive Officer of Sunstone and the Operating Partnership, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding shall report directly to the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. Board. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time business time, energy, skill and attention during normal business hours best efforts to the performance of his duties hereunder in a manner that will faithfully and diligently further the business and affairs interests of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently Company. Notwithstanding the duties and responsibilities assigned to him hereunder. During foregoing, during the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committeescommittees consistent with the Company’s conflicts of interests policies and corporate governance guidelines in effect from time to time, (B) deliver lectures, lectures or fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of (C) manage his and his family's personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's ’s responsibilities as an employee executive officer of the Company or its Affiliated Companies in accordance with this AgreementCompany. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective DateDate and fully disclosed in writing and agreed to by the Company in writing, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's ’s responsibilities to the Company; provided, however, that no such activity shall be permitted that violates any written non-competition agreement between the parties or prevents the Executive from devoting substantially all of his business time to the fulfillment of his duties hereunder. (iii) The Executive agrees that he will not take personal advantage of any business opportunity that arises during his employment by the Company and its Affiliated Companieswhich may be of benefit to the Company unless all material facts regarding such opportunity are promptly reported by the Executive to the Board for consideration by the Company and the disinterested members of the Board determine to reject the opportunity and to authorize the Executive’s participation therein.

Position and Duties. (i) During the Employment PeriodPeriod and prior to a Change of Control Date, (A) if the Board determines that the Executive has been performing his duties in accordance with Section 4(a)(iii) hereof, it shall re-elect the Executive to the position of Senior Vice President with substantially similar duties to the position held by the Executive on the Effective Date, and (B) the Executive’s services shall be performed at the Executive’s location on the Effective Date, the Company’s headquarters, or a location where a substantial activity for which the Executive has responsibility is located. (ii) During the Employment Period and on and following a Change of Control Date, (A) the Executive's ’s position (including status, offices, titles, titles and reporting requirements relationships), authority, duties and responsibilities shall be at least commensurate in all material respects with the Company or its Affiliated Companies or bothmost significant of those held, as the case may be, shall be commensurate with those in effect exercised and assigned at any time during the 90-day period immediately preceding the Effective Date. The duties Change of Control Date and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with (B) the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's ’s services shall be performed at the location where the Executive was employed immediately preceding the Effective Change of Control Date or any office or location less than 20 miles from such location, although where a substantial activity for which the Executive understands and agrees that he may be required to travel from time to time for business purposes. has responsibility is located. (iii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his reasonable attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive’s reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's (C) manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's ’s responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is also expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's ’s responsibilities to the Company and its Affiliated CompaniesCompany.

Position and Duties. During the Employment Period, the Executive's status, offices, titles, Executive shall serve as President and reporting requirements with Chief Executive Officer of the Company or its Affiliated Companies or both, as the case may be, and shall be commensurate the chief executive with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned respect to the management and oversight of the worldwide operations of the Company and its Subsidiaries. In such capacity, the Executive may be increasedshall have such responsibilities, decreased or otherwise changed during powers and duties as are inherent in his positions (and the Employment Period, provided that undertakings applicable to his positions) and necessary to carry out his responsibilities and the duties required of him hereunder and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposesbe prescribed by the Board of Directors of the Company; provided that such responsibilities, powers and duties prescribed by the Board of Directors of the Company are substantially consistent with those customarily assigned to individuals serving in such position at comparable companies and shall not, without his consent, include tasks or responsibilities that would be inconsistent with those of President and Chief Executive Officer. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to shall devote substantially all of his working time and attention during normal business hours efforts to the business and affairs of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunderSubsidiaries. During the Employment Period it The Executive shall not be directly or indirectly render any services of a violation business, commercial or professional nature to any other person or for-profit organization not related to the business of this Agreement the Company or its Subsidiaries, whether for compensation or otherwise, without prior written consent of the Company. Notwithstanding the foregoing, Executive to may serve on corporate, civic the board of directors or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote board of trustees a reasonable amounts number of time to the management of his and his family's personal investments and affairs, non-profit organizations so long as such activities do service does not significantly interfere with the performance of the Executive's responsibilities duties hereunder. Except as an employee indicated in the preceding sentence and for the normal travel requirements of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Datehis position, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to principal place of business shall be located in the Company New York Metropolitan area, including New York City, Westchester County, New York, Long Island, Fairfield County, Connecticut, and its Affiliated CompaniesMorris, Essex, Bergen and other locations in northern New Jersey.

Position and Duties. (a) During the Post-Change Employment Period, the Executive's status, position (including offices, titlestitles and responsibilities), authority and reporting requirements duties shall be at least commensurate in all material respects with the Company or its Affiliated Companies or bothmost significant of those held, as the case may be, shall be commensurate with those in effect exercised and assigned at any time during the 90-day period immediately preceding before the Effective Date. The duties Date and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding before the Effective Date or any other location less no more than 20 30 miles from either the Atlanta, Georgia (or other location which prior to Change of Control such locationlocation has moved) or Alexander City, although Alabama (or other location which prior to Change of Control such location has been moved) locations of the Company's business; provided, however, that no job change which generally places Executive understands in substantially the same level of responsibility and agrees that he may authority shall be required deemed Good Reason for purposes of Section 3.4 solely by reason of a reorganization of job responsibilities, including a change in the position or level of the officer to travel from time to time for business purposes. whom Executive reports. (b) During the Post-Change Employment Period, and excluding Period (other than any periods of vacation and vacation, sick leave or disability to which the Executive is entitled), the Executive agrees to devote substantially all of his Executive's full attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the duties assigned to Executive in accordance with this Agreement, to use his reasonable Executive's best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch duties. During the Post-Change Employment Period it shall not be a violation of this Agreement for the Period, Executive to may (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's (iii) manage personal investments and affairsinvestments, so long as such activities are consistent with the Policies of the Company at the Effective Date and do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with duties under this Agreement. It is expressly understood and agreed that to To the extent that any such activities have been conducted by the Executive immediately prior to the Effective Date and were consistent with the Policies of the Company at the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope theretoscope) subsequent to after the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companiesduties under this Agreement.

Position and Duties. (i) During the Employment Period, (A) the Executive's position (including status, offices, titles, titles and reporting requirements requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the Company or its Affiliated Companies or bothmost significant of those held, as the case may be, shall be commensurate with those in effect exercised and assigned at any time during the 90120-day period immediately preceding the Effective Date. The duties Date and responsibilities assigned to (B) the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 20 miles from such locationwithin the Company's service territory (as it existed immediately before the Effective Date); provided, although that the Executive understands and agrees that he may be required to travel from time to time for business purposes. relocate outside such service territory if the Company provides the Executive with relocation benefits at least as favorable as those that would have been provided under the Company's relocation policy as in effect immediately before the Effective Date. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his reasonable attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive's reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's (C) manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated CompaniesCompany.

Position and Duties. (i) During the Employment Period, the Executive's status’s position and title shall be [title]. Notwithstanding the foregoing, upon a Change in Control: (A) the Executive’s position (including offices, titles, titles and reporting requirements requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the Company or its Affiliated Companies or bothmost significant of those held, as the case may be, shall be commensurate with those in effect exercised and assigned at any time during the 90120-day period immediately preceding the Effective Date. The duties effective date of a Change in Control; and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with (B) the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's ’s services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 20 35 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. . (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his reasonable attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive’s reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to to: (A) serve on corporate, civic or charitable boards or committees, provided that the Executive obtains the Company’s prior, written consent, which will not be unreasonably withheld; (B) deliver lectures, fulfill speaking engagements or teach at educational institutions institutions; and devote reasonable amounts of time to the management of his and his family's (C) manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's ’s responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Dateeffective date of a Change in Control, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date effective date shall not thereafter be deemed to interfere with the performance of the Executive's ’s responsibilities to the Company and its Affiliated CompaniesCompany.

Position and Duties. (i) During the Employment Period, the Executive's status, offices, titles, and reporting requirements with Executive shall serve the Company or its Affiliated Companies or both, as the case may bechief executive officer of PNABO, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The such duties and responsibilities assigned as are consistent with such position, and shall report directly and exclusively to the Chief Executive may be increased, decreased or otherwise changed during Officer of the Employment PeriodCompany, provided that the duties and responsibilities assigned Executive shall report to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel Board from time to time as the Board may request. The Chief Executive Officer of the Company shall approve all the Executive’s organization design decisions and the appointment of all executives who directly report to the Executive. Any changes to compensation and benefits arrangements covering any employees of PNABO shall be subject to approval by the Board or the appropriate officer of the Company. The Executive’s responsibilities shall include active participation in all senior executive team meetings and functions of the Company, as directed by the Chief Executive Officer of the Company. The Executive shall also serve on a bottling operations advisory board that will be established to guide the integration activities for business purposesthe PAS and PBG businesses through at least the first anniversary of the Effective Date and that will be headed by the Chief Executive Officer of the Company. This advisory committee will meet at least every eight weeks for at least two hours per meeting. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his business attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies affiliated companies and, to the extent necessary to discharge the duties and responsibilities assigned to the Executive hereunder, to use his the Executive’s reasonable best efforts to perform faithfully and efficiently the such duties and responsibilities assigned to him hereunderresponsibilities. During Notwithstanding the Employment Period it shall not be a violation of this Agreement for the foregoing, Executive to may serve on corporate, civic or civic, industry and charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions committees and devote reasonable amounts of time to the management of manage his and his family's personal investments and affairs; provided that such activities, so long as such activities either individually or collectively, do not significantly materially interfere with the performance of his duties and responsibilities hereunder; and, provided, further, that the Executive's responsibilities as an employee ’s service on any corporate, civic, industry or charitable boards or committees other than those on which the Executive currently serves, which are set forth on Exhibit A, shall be subject to the Company’s prior approval pursuant to the policy applicable to senior executives of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated CompaniesCompany.

Position and Duties. During the Employment Period, the Executive's status, offices, titles, and reporting requirements with the Company or its Affiliated Companies affiliated companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies affiliated companies and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's personal investments and affairs, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies affiliated companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companies.affiliated companies. 2. The Agreement is hereby amended by restating Section 6(c) as follows:

Position and Duties. (i) During the Employment Period, (A) the Executive's position (including status, offices, titles, titles and reporting requirements requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the Company or its Affiliated Companies or bothmost significant of those held, as the case may be, shall be commensurate with those in effect exercised and assigned at any time during the 90120-day period immediately preceding the Effective Date. The duties Date and responsibilities assigned to (B) the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 20 miles from such locationwithin Energy Group's service territory (as it existed immediately before the Effective Date); provided, although that the Executive understands and agrees that he may be required to travel from time to time for business purposes. relocate outside such service territory if Energy Group or any of its affiliated companies provides the Executive with relocation benefits at least as favorable as those that would have been provided under Energy Group's, or any affiliated companies' applicable relocation policy as in effect immediately before the Effective Date. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his reasonable attention and time and attention during normal business hours to the business and affairs of Energy Group or any of its affiliated companies and, to the Company and its Affiliated Companies and extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive's reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's (C) manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company Energy Group or any of its Affiliated Companies affiliated companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and Energy Group or any of its Affiliated Companiesaffiliated companies.

Position and Duties. (i) During the Employment PeriodPeriod and prior to a Change of Control Date, (A) if the Board determines that the Executive has been performing his duties in accordance with Section 4(a)(iii) hereof, it shall re-elect the Executive to the position of President and Chief Operating Officer with substantially similar duties to those performed by the Executive on the Effective Date, (B) the Executive's services shall be performed at the Executive's location on the Effective Date, the Company's headquarters, or a location where a substantial activity for which the Executive has responsibility is located; provided, however, that in the event of the departure of the Chief Executive Officer of the Company incumbent in that position on the Effective Date the Executive's services shall be performed at the Executive's location on the Effective Date, unless the Executive agrees in writing to a different location. (ii) During the Employment Period and on and following a Change of Control Date, (A) the Executive's position (including status, offices, titles, titles and reporting requirements relationships), authority, duties and responsibilities shall be at least commensurate in all material respects with the Company or its Affiliated Companies or bothmost significant of those held, as the case may be, shall be commensurate with those in effect exercised and assigned at any time during the 90-day period immediately preceding the Effective Date. The duties Change of Control Date and responsibilities assigned to (B) the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Change of Control Date or any office or location less than 20 thirty-five (35) miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. . (iii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his reasonable attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive's reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's (C) manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companies.of

Position and Duties. (i) During ------------------- ------------------- the Employment Period, (A) the Executive's position (including status, offices, titles, titles and reporting requirements requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the Company or its Affiliated Companies or bothmost significant of those held, as exercised and assigned to the case may be, shall be commensurate with those in effect Executive at any time during the 90120-day period immediately preceding the Effective Date. The duties Date and responsibilities assigned to (B) the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 20 35 miles from such location, although unless the Executive understands is on international assignment on the Effective Date and agrees that he may be required is relocated as a result of the Executive's being repatriated pursuant to travel from time to time for business purposes. the terms of his international assignment agreement as in effect before the Effective Date. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his reasonable attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive's reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's (C) manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated CompaniesCompany.

Position and Duties. (i) During the Employment Period, (A) the Executive's status, offices, titles, and reporting requirements with Executive shall serve as Chairman of the Company or its Affiliated Companies or bothwith such authority, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned as are commensurate with such position and as may be consistent with such position, (B) the legal and financial services departments of the Company and its subsidiaries shall report directly to the Executive may be increased, decreased or otherwise changed during and (C) the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the in such location where as may be determined by the Executive was employed immediately preceding as soon as practicable following the Effective Date or any location less than 20 miles from such location, although (the "APPLICABLE LOCATION"). The Executive understands and agrees that he may be required to travel from time to time for business purposes. shall serve on the Company's Board of Directors during the entire Employment Period. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive's reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's (C) manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed not to interfere with the performance of the Executive's responsibilities to the Company. (iii) During the Employment Period, the Executive shall be provided with appropriate office space and dedicated secretarial services and other administrative support in each of the Company's corporate headquarters in Birmingham, Alabama and the Applicable Location and, following the Effective Date, the Executive shall be permitted to retain all furnishings and furniture from his office at the Company as of immediately prior to the Effective Time. All expenses associated with the Executive's relocation to Applicable Location shall be covered by the Company in accordance with the Company's corporate executive relocation policy. During the Employment Period, the Company shall provide the Executive with use of the corporate aircraft for business and its Affiliated Companiespersonal use, for safety, security and logistical purposes, consistent with the policies and terms applicable to the Company's Chief Executive Officer, as in effect from time to time, including, any such use to and from the Executive's residence or, if different, the Applicable Location and the corporate headquarters for business meetings and all other purposes.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Executive's statusCompany’s President and Chief Executive Officer, officeswith the duties, titles, authority and reporting requirements responsibilities as are commensurate with such position and as are customarily associated with such position. Executive shall hold such other positions in the Company or its Affiliated any of the other Parking Companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel him from time to time for business purposesby the Company’s Board of Directors (the “Board”) or its Chairman. Executive shall report directly to the Chairman of the Board or as otherwise directed by the Board. (b) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to shall devote substantially all of his full attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the responsibilities assigned to Executive under this Agreement, use his Executive’s reasonable best efforts to perform carry out such responsibilities faithfully and efficiently efficiently. Executive acknowledges that the relative time and effort that he will need to devote to any of the Parking Companies will vary from time to time as required by the respective business needs of the Company and such other Parking Companies as may be in existence from time to time. Executive may also be called upon by the Company to perform consulting or other advisory services for various clients of the Company and/or the other Parking Companies from time to time. (c) Executive shall not, during the term of this Agreement, engage in any other business activities that will interfere or conflict in any material way with Executive’s employment pursuant to this Agreement. Executive shall discharge his duties and responsibilities assigned under this Agreement in accordance with all applicable Company codes of conduct presently in effect or as amended and modified from time to him hereundertime hereafter. During Notwithstanding the Employment Period it shall not be a violation foregoing provisions of this Agreement for paragraph 2, Executive may engage in activities other than those required under this Agreement, such as management of personal investments, activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on the Executive to serve on corporateboards of directors of other organizations, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time similar type activities to the management of his and his family's personal investments and affairs, so long as extent that such other activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with ’s duties under this Agreement. It is expressly understood and agreed that to the extent that , or conflict in any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere material way with the performance of the Executive's responsibilities to the Company and its Affiliated CompaniesCompany’s business.

Position and Duties. (i) During the ------------------- ------------------- Employment Period, (A) the Executive's position (including status, offices, titles, titles and reporting requirements requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the Company or its Affiliated Companies or bothmost significant of those held, as exercised and assigned to the case may be, shall be commensurate with those in effect Executive at any time during the 90120-day period immediately preceding the Effective Date. The duties Date and responsibilities assigned to (B) the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 20 35 miles from such location, although unless the Executive understands is on international assignment on the Effective Date and agrees that he may be required is relocated as a result of the Executive's being repatriated pursuant to travel from time to time for business purposes. the terms of his international assignment agreement as in effect before the Effective Date. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his reasonable attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive's reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's (C) manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated CompaniesCompany.

Position and Duties. (a) During the Employment Period, Executive shall serve as the Executive's status, offices, titles, and reporting requirements with Chief Executive Officer of the Company or its Affiliated Companies or bothand shall have the normal duties, as the case may beresponsibilities and authority of an executive serving in such position, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned subject to the power of the Board of Directors of the Company ("BOARD") to expand or limit such duties, responsibilities and authority, either generally or in specific instances; provided, however, that Executive may shall not be increased, decreased or otherwise changed during the Employment Period, provided that assigned any duties which are substantially inconsistent with the duties and responsibilities assigned in the aggregate normally associated with Executive's position with the Company, excluding any isolated or inadvertent action taken in good faith by the Company. Employment Agreement - ▇▇▇▇▇-▇▇▇▇▇ (b) Executive shall report to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. Board. (c) During the Employment Period, Executive shall devote Executive's best efforts and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his Executive's full business time and attention during normal business hours (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company Company, its subsidiaries and its Affiliated Companies and to use his reasonable best efforts to affiliates. Executive shall perform faithfully and efficiently the Executive's duties and responsibilities assigned to him hereunderthe best of Executive's abilities in a diligent, trustworthy, businesslike and efficient manner. During Executive shall have the Employment Period it shall not be a violation of this Agreement for the discretion to determine Executive's work schedule which may vary from day to day or week to week provided that Executive's schedule continues to permit Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's personal investments and affairs, so long as such activities do not significantly interfere with the performance of the Executive's duties and responsibilities as an employee of the Company or its Affiliated Companies in accordance with under this Agreement. It is expressly understood and agreed that Subject to the extent provisions of Section 7 hereof, nothing in this Agreement shall prohibit Executive from attending speaking engagements not connected with the Company's business or accepting fees in connection with such engagements; provided, however, that if Executive's attendance at such engagements (or Executive's travel to and from such engagements) occurs during the Company's normal business hours, Executive will be required to count any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the hours against Executive's allotted vacation time. (d) Executive shall perform Executive's duties and responsibilities to the Company and its Affiliated Companiesprincipally in Waco, Texas.

Position and Duties. (i) During the Employment Period, the Executive's status, offices, titles, and reporting requirements with the Company or its Affiliated Companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to (A) the Executive may be increasedshall serve as Vice Chairman of Parent and Chairman and Chief Executive Officer of the Company, decreased or otherwise changed during the Employment Period, provided that with the duties and responsibilities assigned to him by the Chief Executive at any given time are not materially inconsistent Officer of Parent consistent with such position and (B) the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where in Houston, Texas and New York, New York, as determined in good faith by the Executive was employed immediately preceding to be necessary or appropriate for the reasonable performance of his duties hereunder; provided that for 2001, the Executive shall not be required to be in New York for more than 182 days during the calendar year (inclusive of periods prior to the Effective Date). As Chief Executive Officer of the Company, all officers of the Company (including, without limitation, the Senior Vice Chairmen) will report to the Executive, and the Executive shall have responsibility over all business units reporting to any such officers at the Effective Date or any location less than 20 miles from (except with respect to investments and administrative serv- ices (such locationhuman resources and legal, although which shall report toother appropriate officers of Parent). The consumer finance business unit shall also report to an officer of Parent on a matrix basis. Effective as of the Effective Date, Parent shall recommend to Parent's board of directors (the "Parent Board") that the Executive understands be elected and agrees that he may thereafter be required to travel from time to time for business purposes. re- nominated as a member of the Parent Board and shall serve as a member of Parent Board during his employment hereunder. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies Parent and to use his the Executive's reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's (C) manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies and Parent in accordance with this Agreement. It is expressly understood , and agreed that with respect to the extent that any such activities have been conducted by the Executive prior described in clauses (A) and (C) hereof subject to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar Parent's policies as in nature and scope thereto) subsequent effect from time to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companiestime.

Position and Duties. (i) During the Employment PeriodPeriod and prior to a Change of Control Date, (A) if the Board determines that the Executive has been performing his duties in accordance with Section 4(a)(iii) hereof, it shall re- elect the Executive to a responsible executive position with substantially similar duties to the position held by the Executive on the Effective Date, (B) the Executive's services shall be performed at the Executive's location on the Effective Date, the Company's headquarters, or a location where a substantial activity for which the Executive has responsibility is located. (ii) During the Employment Period and on and following a Change of Control Date, (A) the Executive's position (including status, offices, titles, titles and reporting requirements relationships), authority, duties and responsibilities shall be at least commensurate in all material respects with the Company or its Affiliated Companies or bothmost significant of those held, as the case may be, shall be commensurate with those in effect exercised and assigned at any time during the 90-day period immediately preceding the Effective Date. The duties Change of Control Date and responsibilities assigned to (B) the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Change of Control Date or any office or location less than 20 thirty-five (35) miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. . (iii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his reasonable attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive's reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's (C) manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is also expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated CompaniesCompany.

Position and Duties. (i) During the Employment PeriodPeriod and prior to a Change of Control Date, (A) if the Board determines that the Executive has been performing his duties in accordance with Section 4(a)(iii) hereof, it shall re-elect the Executive to the position of Chairman and Chief Executive Officer with substantially similar duties to those performed by the Executive on the Effective Date, (B) the Executive's services shall be performed at the Executive's location on the Effective Date, the Company's headquarters, or a location where a substantial activity for which the Executive has responsibility is located. (ii) During the Employment Period and on and following a Change of Control Date, (A) the Executive's position (including status, offices, titles, titles and reporting requirements relationships), authority, duties and responsibilities shall be at least commensurate in all material respects with the Company or its Affiliated Companies or bothmost significant of those held, as the case may be, shall be commensurate with those in effect exercised and assigned at any time during the 90-day period immediately preceding the Effective Date. The duties Change of Control Date and responsibilities assigned to (B) the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Change of Control Date or any office or location less than 20 thirty-five (35) miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. . (iii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his reasonable attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive's reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's (C) manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is also expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated CompaniesCompany.

Position and Duties. During (i) As of the Effective Date and during the Employment Period, Period thereafter the Executive's position (including status, perquisites, offices, titles, and reporting requirements with the Company or its Affiliated Companies or bothand responsibilities), as the case may be, authority and duties shall be commensurate with those in effect during that of the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned Company's Chairman reporting directly to the Executive may be increasedCompany's Board of Directors. Such position (including status, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's statusperquisites, offices, titles, and reporting requirements as and responsibilities), authority and duties shall be at least commensurate in effect all material respects with the most significant of those held, exercised or assigned at any time during the 90365-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any at an equivalent office and location less not more than 20 50 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. . (ii) During the Employment Period, and excluding any periods of vacation and vacation, sick leave or disability to which the Executive is entitled, the Executive agrees to devote substantially all of his the Executive's full business attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the duties assigned to the Executive hereunder, to use his reasonable the Executive's best efforts to perform such duties faithfully and efficiently the duties and responsibilities assigned to him hereunderefficiently. During the Employment Period it shall not be a violation of this Agreement for Notwithstanding such requirement the Executive to may serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions institutions, and devote reasonable amounts of time to the management of his and his family's manage personal investments and affairsor family investments, so long as provided such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with duties under this Agreement. It is expressly understood and agreed that to To the extent that any such activities have been conducted by the Executive prior to during the Employment Period before the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope theretoscope) subsequent to after the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companiesduties under this Agreement.

Position and Duties. During the Employment Period, the Executive's status, offices, titles, and reporting requirements with the Company or its Affiliated Companies or both, Employee shall serve as the case Company's "Chief Executive Officer," and shall have such responsibilities and authority as may be, normally be exercised by a Chief Executive Officer of a similar company and shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The faithfully perform all duties and responsibilities assigned to the consistent with his position as Chief Executive may be increased, decreased or otherwise changed during the Employment Period, provided that Officer and the duties and responsibilities assigned relating to the Executive at business or operations of the Company (or its subsidiaries) as the Company's Board of Directors (the "Board of Directors"), any given time are not materially inconsistent with committee thereof or the Executive's statusChairman of the Board of Directors, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel direct from time to time for business purposestime. During Without limiting the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours to the business and affairs generality of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently foregoing, it is anticipated that the Employee's primary duties and responsibilities assigned to him hereundershall be overseeing and directing the overall business and operations of the Company, including pursuing or reviewing potential financings, mergers and acquisitions, generating or approving business plans, establishing corporate strategy, pursuing or reviewing material commercial ventures and relationships, steering the Company's operations toward management approved forecasts and budgets, and advising the Board of Directors on material business matters affecting the Company. During the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's personal investments and affairs, so long as such activities do not significantly interfere with In the performance of the ExecutiveEmployee's duties and responsibilities hereunder, the Employee shall regularly report to the Board of Directors. In addition, the Employee agrees to serve as an employee a director of the Company or its Affiliated Companies in accordance with this AgreementCompany. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective DateConsistent therewith, the reinstatement or continued conduct Board of such activities (or Directors shall take all actions necessary to duly elect and appoint the reinstatement or conduct of activities similar in nature and scope thereto) subsequent Employee to the Effective Date shall not thereafter be deemed to interfere with the performance serve as a director of the Executive's Company, as soon as reasonably possible after the date hereof. The Employee will fulfill his duties and responsibilities to the Company hereunder from the then-current principal corporate office of the Company, currently located in New Haven, CT, or from the offices of the Company in and its Affiliated Companiesaround Fairfax County, Virginia. Employee understands that the Company's principal corporate office may be moved along the corridor between Greater New Haven, CT and New York City or the surrounding metropolitan area of New York City and, in such event and upon the Company's request, Employee agrees to primarily perform his duties and responsibilities from that office, provided, however, that regardless of whether the principal corporate office is located in New Haven, CT or in the corridor between Greater New Haven, CT and New York City or the surrounding metropolitan area of New York City, the Employee shall not be required by the Company to work from such principal corporate office more than 30 days per calendar quarter. Notwithstanding the foregoing, the Employee agrees to travel as is otherwise necessary, in the Board of Directors' reasonable determination, to fulfill his duties and responsibilities as set forth in this Agreement.

Position and Duties. During (i) The Executive shall serve as Chief Executive Officer of the Employment Period, the Executive's status, offices, titles, Employer and reporting requirements with the Company or its Affiliated Companies or both, shall perform customary and appropriate duties as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities reasonably assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time by the Board of Directors of the Employer (the “Board”). The Executive shall have such responsibilities, power and authority as those normally associated with the position of Chief Executive Officer of public companies of a similar stature to the Employer. The Executive shall report solely and directly to the Board. The Executive shall serve on the Board on the Effective Date, and shall be nominated for business purposesreelection to the Board at each subsequent meeting of the Employer’s shareholders occurring during the Employment Period at which the Executive’s Board seat is up for election. The Executive shall serve as Chairman of the Board until he is replaced as Chairman by the affirmative vote of a majority of the Board (without the Executive voting). The Executive’s service on the Board shall be without compensation other than that herein provided. Unless otherwise requested by a majority of the Board (other than the Executive), upon the cessation of the Executive’s employment with the Employer for any reason, the Executive shall resign from the Board. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his exclusive and full professional time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and Employer and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities at reasonably appropriate locations. Notwithstanding the duties and responsibilities assigned to him hereunder. During foregoing, during the Employment Period Period, it shall not be a violation of this Amended and Restated Agreement for the Executive (A) to serve on corporatecivic, civic industry or charitable boards or committees, or to deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time manage personal investments, (B) to the management of his and his family's personal investments and affairsserve on up to one (1) non-conflicting outside boards, so long as such activities do not significantly interfere with the performance of the Executive's ’s responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Amended and Restated Agreement or violate Section 7 of this Amended and Restated Agreement. It is expressly understood and agreed that , (C) to perform his obligations under the extent that any such activities have been conducted by the Executive prior to the Effective DateCommitment Agreement dated as of October 1, 2019, among Watermark Capital Partners, LLC (“Watermark Capital”), C▇▇▇▇ Watermark Investors Incorporated, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature Employer and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to , and (D) perform as asset manager under the Company Asset Manager Agreement, dated December 1, 2009, as amended, between Hotel Operator (MN) TRS 16-87 Inc. and its Affiliated CompaniesWatermark Capital and the Asset Management Agreement, dated October 3, 2017, between Shelbourne Operating Associates LLC and Watermark.

Position and Duties. (i) During the Employment PeriodPeriod and prior to a Change of Control Date, (A) if the respective Boards of Group or the Company determine that the Executive has been performing his duties in accordance with Section 4(a)(iii) hereof, each shall re-elect the Executive to the position of President and Chief Executive Officer with substantially similar duties to those performed by the Executive on the Effective Date, (B) the Executive's services shall be performed at the Executive's location on the Effective Date, the Company's headquarters, or a location where a substantial activity for which the Executive has responsibility is located; provided, however, that in the event of the departure of the Chairman of Group or the Company incumbent in that position on the Effective Date the Executive's services shall be performed at the Executive's location on the Effective Date, unless the Executive agrees in writing to a different location. (ii) During the Employment Period and on and following a Change of Control Date, (A) the Executive's position (including status, offices, titles, titles and reporting requirements relationships), authority, duties and responsibilities shall be at least commensurate in all material respects with the Company or its Affiliated Companies or bothmost significant of those held, as the case may be, shall be commensurate with those in effect exercised and assigned at any time during the 90-day period immediately preceding the Effective Date. The duties Change of Control Date and responsibilities assigned to (B) the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Change of Control Date or any office or location less than 20 thirty-five (35) miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. . (iii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his reasonable attention and time and attention during normal business hours to the business and affairs of Group and the Company and its Affiliated Companies and and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive's reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's (C) manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of Group or the Company or its Affiliated Companies in accordance with this Agreement. It is also expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Group or the Company and its Affiliated CompaniesCompany.

Position and Duties. (i) During the Employment Period, the Executive's status’s duties and position shall be Executive Vice President Sales. Notwithstanding the foregoing, upon a Change in Control: (A) the Executive’s position (including offices, titles, titles and reporting requirements requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the Company or its Affiliated Companies or bothmost significant of those held, as the case may be, shall be commensurate with those in effect exercised and assigned at any time during the 90-120—day period immediately preceding the Effective Date. The duties effective date of a Change in Control; and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with (B) the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's ’s services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 20 35 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. . (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his reasonable attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive’s reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to to: (A) serve on corporate, civic or charitable boards or committees, provided that the Executive obtains the Company’s prior, written consent, which will not be unreasonably withheld; (B) deliver lectures, fulfill speaking engagements or teach at educational institutions institutions; and devote reasonable amounts of time to the management of his and his family's (C) manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's ’s responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Dateeffective date of a Change in Control, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date effective date shall not thereafter be deemed to interfere with the performance of the Executive's ’s responsibilities to the Company and its Affiliated CompaniesCompany.

Position and Duties. During the Employment Period, ------------------- (A) the Executive's statusposition, officesauthority, titles, duties and reporting requirements with the Company or its Affiliated Companies or both, as the case may be, responsibilities ("Role") shall be commensurate with those in effect during an executive capacity and substantially comparable to the 90-day period immediately preceding the Effective Date. The position, authority, duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties of a General Counsel and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titlesSecretary for similarly situated telecommunication institutions, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's (B) his services shall be performed at the location where the Executive he was employed immediately preceding the Effective Date or any office or location within the State of Louisiana and less than 20 35 miles from the location where he was employed immediately preceding the Effective Date thereafter, provided that in the case of any relocation, the Company shall pay all of Executive's expenses reasonably related to such locationrelocation, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. During the Employment Periodincluding cost of maintaining two residences, and any further relocation required or necessary to comply with this Section 4; and (ii) excluding any periods of vacation and sick leave to which the Executive he is entitled, the Executive agrees to devote substantially all of his reasonable attention and time and attention during normal business hours to the Company's business and affairs of the Company and its Affiliated Companies affairs, and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it It shall not be a violation of this Agreement for the Executive to (A) serve on corporatethe board of directors (or comparable governing body) or committees of any business corporation or entity (other than one in direct competition with the Company), civic or charitable boards or committeesorganization, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions institutions, (C) manage his legal affairs and devote reasonable amounts of time to the management of his and his family's personal investments and affairsinvestments, so long as such personal activities do not significantly interfere with the performance of his responsibilities, (D) devote reasonable periods of time to the management of any or all of Cameron Communications Corporation, Mercury Information Technologies Inc. or Xspedius Corp. or any of their affiliates or investments; (E) serve as an officer or director (or comparable position) of any or all of Cameron Communications Corporation, Mercury Information Technologies Inc. or Xspedius Corp. or any of their affiliates or investments and (F) serve as Of Counsel of any law firm or engage in the practice of law so long as such activities do not interfere in any material respect with the performance of Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreementduties hereunder. It is expressly understood and agreed that to To the extent that any such activities have been conducted by the Executive prior to the Effective Datedate hereof, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date thereto shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companieshis responsibilities.

Position and Duties. (i) During the Post-Change of Control Employment Period, the Executive's statusExecutive shall be employed in a bona fide executive position with corresponding authority, offices, titlesduties and responsibilities, and reporting requirements with the Company or its Affiliated Companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's ’s services shall be performed at the location where the Executive was employed immediately preceding the Effective Change of Control Date or any location less than 20 miles from such locationoffice which is the headquarters of the Company and is within the Greater Houston Statistical Metropolitan Area. Notwithstanding anything in the foregoing to the contrary, although the Executive understands may retire from his position as Chief Executive Officer and agrees that he President of the Company at the Company’s request at any time or at Executive’s volition at any time after July 31, 2010, but his employment with the Company may be required to travel continue at the Company’s request and, in such event, for purposes of this Agreement, the authority, duties and responsibilities of such Executive shall mean those associated with such continued employment immediately following Executive’s retirement from time to time for business purposeshis position as Chief Executive Officer and President of the Company. During the Post-Change of Control Employment Period and in the event that the Executive retires from his position as Chief Executive Officer and President of the Company at the Company’s request and his employment with the Company is not continued, the Executive shall be entitled to receive the payments and other benefits due hereunder as if this Agreement were terminated by the Company other than for Cause. (ii) During the Post-Change of Control Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his reasonable attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive’s reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch responsibilities. During the Post-Change of Control Employment Period Period, it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or engagements, teach at educational institutions institutions, and devote reasonable amounts of time to the management of his and his family's manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's ’s responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Change of Control Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Change of Control Date shall not thereafter be deemed to interfere with the performance of the Executive's ’s responsibilities to the Company and its Affiliated CompaniesCompany.

Position and Duties. (i) During the Employment Period, the Executive's status’s position and title shall be Chief Executive Officer and President of the Company. For clarity, in addition to his employment pursuant to the terms of this Agreement, the Executive also currently serves as Chairman of the Board pursuant to a separate process conducted by the Board. Notwithstanding the foregoing, upon a Change in Control: (A) the Executive’s position (including offices, titles, titles and reporting requirements requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the Company or its Affiliated Companies or bothmost significant of those held, as the case may be, shall be commensurate with those in effect exercised and assigned at any time during the 90120-day period immediately preceding the Effective Date. The duties effective date of a Change in Control; and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with (B) the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's ’s services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 20 35 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. . (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his reasonable attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive’s reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to to: (A) serve on corporate, civic or charitable boards or committees, provided that the Executive obtains the Board’s prior, written consent, which will not be ​ unreasonably withheld; (B) deliver lectures, fulfill speaking engagements or teach at educational institutions institutions; and devote reasonable amounts of time to the management of his and his family's (C) manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's ’s responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that the Executive has conducted any such activities have been conducted by the Executive prior to the Effective Dateeffective date of a Change in Control, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date effective date shall not thereafter be deemed to interfere with the performance of the Executive's ’s responsibilities to the Company and its Affiliated CompaniesCompany.

Position and Duties. (i) During the Employment PeriodPeriod and prior to a Change of Control Date, (A) if the Board determines that the Execu- tive has been performing his duties in accordance with Section 4(a)(iii) hereof, it shall re-elect the Executive to a responsible executive position with substantially similar duties to the position held by the Executive on the Effective Date, (B) the Executive's services shall be performed at the Executive's location on the Effective Date, the Company's headquarters, or a location where a substantial activity for which the Executive has responsibility is located. (ii) During the Employment Period and on and following a Change of Control Date, (A) the Executive's position (including status, offices, titles, titles and reporting requirements relation- ships), authority, duties and responsibilities shall be at least commensurate in all material respects with the Company or its Affiliated Companies or bothmost significant of those held, as the case may be, shall be commensurate with those in effect exercised and assigned at any time during the 90-day period immediately preceding the Effective Date. The duties Change of Control Date and responsibilities assigned to (B) the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Change of Control Date or any office or location less than 20 thirty-five (35) miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. . (iii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his reasonable attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive's reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectureslec- tures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's (C) manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is also expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated CompaniesCompany.

Position and Duties. (a) The Company agrees to continue to employ the Executive, and the Executive agrees to be employed, as the Chief Executive Officer of the Company reporting only to the Board. The Executive shall be the senior-most employee of the Company, and all employees of the Company shall report, directly or indirectly, to the Executive. The Executive shall have such powers, duties, authorities and responsibilities as are consistent with Executive’s position and title and as are in effect immediately prior to the Effective Date; provided that the Executive’s powers, duties, authorities and responsibilities shall be consistent with the provisions of the Company’s amended and restated By-Laws as in effect from time to time (the “By-Laws”). At all times during the Employment Period (as defined in Section 2 below), the Executive shall, unless he otherwise elects, be nominated for election by the shareholders of the Company to the Board. (b) During the Employment PeriodPeriod and excluding any periods of vacation, the Executive's statusExecutive agrees to devote such time, offices, titles, attention and reporting requirements with efforts to the business and affairs of the Company or its Affiliated Companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that necessary to discharge the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies hereunder and to use his the Executive’s reasonable best efforts to perform faithfully and efficiently the such duties and responsibilities assigned responsibilities. (c) Except for periodic travel assignments, the Executive shall not, without his consent, be required to him hereunder. During the Employment Period it shall not be a violation of this Agreement perform services for the Company at any place other than the principal place of the Company’s business which shall at all times, unless the Executive otherwise consents, be within a 35 mile radius of the Company’s current principal place of business. Notwithstanding anything herein to serve on corporatethe contrary, civic or charitable boards or committeesthe Executive may, deliver lecturesat his sole discretion and upon prior written notice to the Board, fulfill speaking engagements or teach relocate at educational institutions and devote reasonable amounts of any time to the management of his and his family's personal investments and affairsNew York, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated CompaniesNew York.

Position and Duties. During the Employment Period, Employee shall serve as Chairman of Ladenburg which position shall not be a director, corporate officer or executive position. Additionally, while requested by the Executive's statusBoard of Directors of the Company, offices, titles, Employee shall continue to serve as President and reporting requirements with Chief Executive Officer of the Company during a reasonable transition period until the Company’s relocation of its corporate offices to Florida, but in no event, after August 31, 2006. Employee shall not thereafter serve as an officer, director or its Affiliated Companies or both, as employee of the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposesCompany. During the Employment Period, Employee shall report solely and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours directly to the business Board of Directors of Ladenburg (the “Board”) and affairs the Company’s Board of Directors and Chief Executive Officer. Employee shall have such powers and duties as set forth in this Agreement. When no longer serving as President and Chief Executive Officer of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently the Company, Employee’s duties and responsibilities assigned to him hereunder. During the Employment Period it shall not include any supervisory responsibilities for Ladenburg or the Company or any of their operations or employees and his responsibilities shall solely be a violation those specified in this Agreement. Employee shall devote his full business time to satisfactorily perform his duties and responsibilities hereunder; provided, however, there shall be no required minimum amount of time Employee must devote to performing his duties and responsibilities under this Agreement for Agreement. Notwithstanding the Executive above, Employee shall be permitted, to the extent such activities do not substantially interfere with the performance by Employee of his duties and responsibilities hereunder, to (i) manage Employee’s personal, financial and legal affairs, and (ii) to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's personal investments and affairs, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is committees (it being expressly understood and agreed that Employee’s continuing to the extent that serve on any such activities have been conducted by board and/or committees on which Employee is serving, or with which Employee is otherwise associated, as of the Executive prior to the Effective Commencement Date, the reinstatement or continued conduct (all of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date which are listed on Schedule A hereto), shall not thereafter be deemed not to interfere with the performance by Employee of his duties and responsibilities under this Agreement). Additionally, upon approval by the Executive's responsibilities Company’s Executive Committee (which such approval shall not be unreasonably withheld or delayed), Employee shall be permitted to engage in various other outside activities. The following outside activities have already been approved by the Executive Committee: a) acting as a principal in one or more “specified purpose acquisition companies,” blank check companies or similar entities (the “SPAC” or “SPACs”) related to the financial services industry; b) acting as a principal involved in the organization, funding, management and related matters with respect to a private investment fund; and c) acting as a director of a public company that is not in direct competition with Ladenburg. It shall be deemed unreasonable for the Executive Committee to withhold approval for any type of activity that it has already approved for other employees of Ladenburg or the Company and its Affiliated Companiesis permitted by the rules of the National Association of Securities Dealers, Inc. (“NASD”) and the New York Stock Exchange. Any compensation of any kind received by Employee with respect to any of his outside activities permitted by this Section 3 shall not in any way inure to the benefit of Ladenburg or the Company and therefore will not reduce any payments owed by the Company or Ladenburg to Employee under this Agreement or otherwise. Employee shall give Ladenburg the opportunity to lead underwrite the SPAC or SPACs but only if: a) Ladenburg communicates a determination to do so on customary terms (except that compensation terms will be subject to compliance with the NASD compensation requirements) within ten business days of being presented the opportunity and b) Ladenburg is able to do so in compliance with all regulatory requirements.

Position and Duties. i. During the Employment Change of Control Period, there shall be no material reduction in any of the Executive's statusposition, officesauthority, titlesduties, responsibilities or salary grade as compared to those held, exercised and reporting requirements with the Company or its Affiliated Companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are the Relevant Time. Notwithstanding the foregoing, a change in title by itself shall not materially inconsistent with be a violation of this Section 4(a)(i); provided that the Executive's statusExecutive continues to have responsibilities and authority that are, officesin the aggregate and in all material respects, titlescomparable to those held by the Executive at the Relevant Time. ii. During the Change of Control Period, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date Date, or at any other location less that does not result in the Executive's commuting distance from the Executive's residence being increased by more than 20 miles from such location30 miles; provided, although that if the Executive understands voluntarily changes his or her residence after the Effective Date, then a new work location shall not be considered to have increased the Executive's commuting distance by more than 30 miles unless such an increase both (1) occurs in relation to the Executive's new residence; and agrees that he may be required to travel from time to time for business purposes(2) would have occurred even if the Executive had not changed his or her residence. iii. During the Employment Change of Control Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his reasonable attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive's reasonable best good faith efforts to perform faithfully and efficiently the duties and such responsibilities assigned to him hereunderconsistent with his or her past practice. During the Change of Control or Employment Period Periods it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, ; deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's institutions; or (C) manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such other activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated CompaniesCompany.

Position and Duties. (i) During the Post-Change of Control Employment Period, the Executive's statusExecutive shall be employed in a bona fide executive position with corresponding authority, offices, titlesduties and responsibilities, and reporting requirements with the Company or its Affiliated Companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's ’s services shall be performed at the location where the Executive was employed immediately preceding the Effective Change of Control Date or any location less than 20 miles from such locationoffice which is the headquarters of the Company and is within the Greater Houston Statistical Metropolitan Area. Notwithstanding anything in the foregoing to the contrary, although the Executive understands may retire from his position as Chief Financial Officer, Senior Vice President and agrees that he Secretary of the Company at the Company’s request at any time or at Executive’s volition at any time after December 31, 2010, but his employment with the Company may be required to travel continue at the Company’s request and, in such event, for purposes of this Agreement, the authority, duties and responsibilities of such Executive shall mean those associated with such continued employment immediately following Executive’s retirement from time to time for business purposeshis position as Chief Financial Officer, Senior Vice President and Secretary of the Company. During the Post-Change of Control Employment Period and in the event that the Executive retires from his position as Chief Financial Officer, Senior Vice President and Secretary of the Company at the Company’s request and his employment with the Company is not continued, the Executive shall be entitled to receive the payments and other benefits due hereunder as if this Agreement were terminated by the Company other than for Cause. (ii) During the Post-Change of Control Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his reasonable attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive’s reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch responsibilities. During the Post-Change of Control Employment Period Period, it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or engagements, teach at educational institutions institutions, and devote reasonable amounts of time to the management of his and his family's manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's ’s responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Change of Control Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Change of Control Date shall not thereafter be deemed to interfere with the performance of the Executive's ’s responsibilities to the Company and its Affiliated CompaniesCompany.

Position and Duties. (i) During the Employment Period, the Executive's statusposition and title shall be Chief Commercial Officer. Notwithstanding the foregoing, upon a Change in Control: (A) the Executive's position (including offices, titles, titles and reporting requirements requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the Company or its Affiliated Companies or bothmost significant of those held, as the case may be, shall be commensurate with those in effect exercised and assigned at any time during the 90120-day period immediately preceding the Effective Date. The duties effective date of a Change in Control; and responsibilities assigned to (B) the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 20 35 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. . (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his reasonable attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive's reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to to: (A) serve on corporate, civic or charitable boards or committees, provided that the Executive obtains the Company's prior, written consent, which will not be unreasonably withheld; (B) deliver lectures, fulfill speaking engagements or teach at educational institutions institutions; and devote reasonable amounts of time to the management of his and his family's (C) manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive has conducted prior to the Effective Dateeffective date of a Change in Control, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date effective date of the Change in Control shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companies.Company. (b)

Position and Duties. During the Employment Period: (i) The Executive shall relinquish the title and office of Chief Executive Officer of the Company, the Executive's status, offices, titles, and reporting requirements with the Company or its Affiliated Companies or both, effective as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding of the Effective Date. The duties , and responsibilities assigned to shall be employed as the Executive may be increased, decreased or otherwise changed Chairman of the Board of the Company during the remainder of the Employment Period. The Executive, provided that in carrying out his duties under this Agreement, shall report only to the Board and shall perform the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, functions set forth on Exhibit A attached hereto and reporting requirements as in effect during the 90-day period immediately preceding the Effective Dateincorporated herein for all purposes. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location office which is the headquarters of the Company and is less than 20 50 miles from such location, although . It is hereby agreed and understood that the Executive understands and agrees that he may be required by the Company to travel from time move his business office (within the 50-mile limit set forth above) but not his principle place of residence. In the event that the Company requires the Executive to time for business purposes. During move his main office outside of Harr▇▇ ▇▇▇nty, the Employment PeriodCompany shall provide, and excluding at no expense to the Executive, an apartment or town home in the new location which is commensurate with the Executive's standard of living. (ii) Excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his reasonable attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive's reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch responsibilities. During the Employment Period it It shall not be a violation of this Agreement for the Executive to (a) serve on corporate, civic or charitable boards or committees, (b) deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's (c) manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated CompaniesCompany.

Position and Duties. (a) During the Employment Period, the Executive's statusExecutive shall serve as Vice Chairman of the Company, officeswith responsibility for the matters set forth on Exhibit A hereto, titles, and reporting requirements with the Company or its Affiliated Companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The such additional duties and responsibilities as are customarily assigned to the Executive may be increasedsuch position, decreased or otherwise changed during the Employment Period, provided that the and such other duties and responsibilities assigned to the Executive at any given time are responsi- bilities not materially inconsistent with the Executive's status, offices, titles, and reporting requirements therewith as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. be assigned to him by Chief Executive Officer of the Company. (b) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to shall devote substantially all of his reasonable attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the responsibilities assigned to the Executive under this Agreement, use his the Executive's reasonable best efforts to perform carry out such responsibilities faithfully and efficiently the duties and responsibilities assigned to him hereunderefficiently. During the Employment Period it It shall not be considered a violation of this Agreement the foregoing for the Executive to serve on corporate, industry, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's personal investments and affairs, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed , provided that to the extent that any such activities have been conducted by the Executive may continue to participate and engage in activities not associated with the Company consistent with the Executive's past practices at BKB. (c) The Company's headquarters shall be located in Boston, Massachusetts, and the Executive shall be based and reside in the general area of Boston, except for such reasonable travel obligations as do not materially exceed the Executive's travel obligations immediately prior to the Effective Date. (d) Effective as of the Effective Date, the reinstatement or continued conduct of such activities (or Company and the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date Executive shall not thereafter be deemed to interfere with the performance of enter into an agreement concerning the Executive's responsibilities to rights and duties in the event of a "change in control" of the Company, which shall be the same in form and substance as that of the Chief Executive Officer of the Company on the Effective Date. Any benefits to which the Executive becomes entitled under such agreement shall not be in addition, but shall be reduced by, the Severance Payments, as defined in Section 6.1 of the Prior Agreement and its Affiliated Companiesas referred to in Section 5(a)(i)(A).

Position and Duties. (a) During the Employment PeriodTerm, the Executive's status, offices, titles, and reporting requirements with Executive shall serve as the Chief Executive Officer of the Company or its Affiliated Companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The such duties and responsibilities as are customarily assigned to the Executive may be increasedsuch position, decreased or otherwise changed during the Employment Period, provided that the and such other duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements therewith as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposesbe assigned to him by the Board of Directors of the Company (the “Board”). During As of the Employment PeriodEffective Date, and excluding any periods of vacation and sick leave to which the Company shall cause the Executive to be appointed to the Board. Thereafter, while Executive is entitledemployed during the Term, the Company shall cause the Executive to be included in the slate of persons nominated to serve as directors on the Board and shall use its best efforts (including, without limitation, the solicitation of proxies) to have the Executive elected and reelected to the Board for the duration of the Term. Upon any termination of his employment with the Company, the Executive agrees shall promptly resign from the Board. While Executive is employed during the Term, the Executive shall report solely to the Board. (b) During the Term, the Executive shall devote substantially all of his full attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the responsibilities assigned to the Executive under this Agreement, use his the Executive’s reasonable best efforts to perform carry out such responsibilities faithfully and efficiently the duties and responsibilities assigned to him hereunderefficiently. During the Employment Period it It shall not be considered a violation of this Agreement the foregoing for the Executive to manage his personal investments or to serve on corporate, industry, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to committees other than the management of his and his family's personal investments and affairsBoard (“Outside Boards”), so long as such activities do not significantly interfere with the performance of the Executive's ’s responsibilities as an employee executive officer of the Company or its Affiliated Companies in accordance with this AgreementAgreement and do not create a conflict of interest with his duties and responsibilities hereunder. It is expressly understood and agreed Executive represents that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct as of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date his Outside Board positions are limited to those he has previously communicated to the Company in writing. The Executive shall secure the consent of the Board prior to accepting any additional Outside Board positions; provided that at any time that Executive does not thereafter serve on an Outside Board of a company with publicly traded securities, the Executive may accept without prior Board approval one Outside Board position at a company with publicly traded securities (but in any event subject to the other limitations of this subsection (b)). (c) During the Term, the Executive shall be deemed to interfere with based at the Company’s principal headquarters except for travel reasonably required for the performance of the Executive's responsibilities to ’s duties hereunder. (d) During the Term, the Executive shall comply with any stock ownership guidelines adopted by the Company and its Affiliated Companiesin effect with respect to the Executive from time to time, which shall not exceed stock ownership equal to five (5) times Annual Base Salary (as defined below).

Position and Duties. (i) During the Employment Period, (A) the Executive shall serve as the President and Chief Executive Officer of the Company, which shall comprise all of Regions' brokerage, trust, asset management, investment banking, capital market activities, and, in addition, all other activities of the type conducted by the Company as of the Effective Date (the "Business"), with such authority, duties and responsibilities as are commensurate with and as may be consistent with such positions and titles. The definition above of the Business is intended to be descriptive of the types of activities (e.g. brokerage) that are being conducted by the Company as of the Effective Date, and shall be so interpreted. During the Employment Period the Executive shall report directly to the Chairman of the Board of Directors of Regions, so long as either ▇▇▇▇▇▇▇ ▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇ holds that position, and thereafter the Executive shall report directly to the Chief Executive Officer. The Executive's principal place of employment shall be in Memphis, Tennessee and cannot change without the Executive's status, offices, titles, and reporting requirements with consent. If the current Chairman of the Board of Directors of the Company or its Affiliated Companies or both, as ceases to be the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed Chairman for any reason during the Employment Period, the Executive shall assume the additional title of Chairman of the Board of Directors of the Company. For the purpose of this Section, the term "Regions" shall include any entity controlled by, controlling or under common control with Regions. Notwithstanding the above, it shall not be a breach of this Agreement for Regions to change the name or form of business entity of the Company, provided that the duties Executive retains responsibilities, positions and responsibilities assigned titles that are equivalent with respect to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. Business. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. The Executive may not engage, directly or indirectly, in any other business or investment activity that materially interferes with the Executive's performance of his duties and responsibilities assigned hereunder, is contrary to him hereunderthe business interests of the Company or any of its affiliates, or requires any significant portion of Executive's business time. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, and, subject to the approval of the Company's Board of Directors, on corporate boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's institutions, or (C) manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective DateDate of this Agreement, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated CompaniesCompany.

Position and Duties. (i) During the Employment Period, (A) the Executive's position (including status, offices, titles, titles and reporting requirements requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the Company or its Affiliated Companies or bothmost significant of those held, as the case may be, shall be commensurate with those in effect exercised and assigned at any time during the 90-day period immediately preceding the Effective Date. The duties Date and responsibilities assigned to (B) the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 20 35 miles from such location. For purposes of Section 4(a)(i) (A) such position, although authority, duties and responsibilities shall be regarded as not commensurate if, as a result of a Change of Control, (I) the Company becomes a direct or indirect subsidiary of another corporation or becomes controlled, directly or indirectly, by an unincorporated entity (such ultimate parent corporation or unincorporated entity is hereinafter referred to as a "parent company"), or (II) all or substantially all of the assets of the Company are acquired by another corporation or corporations or unincorporated entity or entities owned or controlled, directly or indirectly, by another corporation or unincorporated entity (such ultimate parent corporation or unincorporated entity is also hereinafter referred to as a "parent company"), unless, in each case, (x) Section 12(b) of this Agreement shall have been complied with by any such parent company and (y) the Executive understands shall have assumed a position with such parent company and agrees that he may be required to travel from the Executive's position, authority, duties and responsibilities with such parent company are at least commensurate in all material respects with the most significant of those held, exercised and assigned with the Company at any time to time for business purposes. during the 90-day period immediately preceding the Effective Date. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his reasonable attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive's reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's (C) manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated CompaniesCompany.

Position and Duties. (i) During the Employment Period, the Executive's status, offices, titles, and reporting requirements with Executive shall serve the Company or as its Affiliated Companies or both, Chief Executive Officer and shall perform customary and appropriate duties as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities reasonably assigned to the Executive may be increasedfrom time to time by the Board and shall provide services to the Partnership. The Executive shall have such responsibilities, decreased power and authority as those normally associated with such position in public companies of a similar stature. The Executive shall report solely and directly to the Board. The Executive shall perform his services at the principal offices of the Company in the Washington, DC metropolitan area and shall travel for business purposes to the extent reasonably necessary or otherwise changed during appropriate in the performance of such services. During the Employment Period, the Executive shall, without compensation other than that herein provided, also serve and continue to serve, if and when elected and re-elected, as a member of the Board; provided that the duties and responsibilities assigned to Executive shall be appointed as a member of the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements Board effective as in effect during the 90-day period immediately preceding of the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. . (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is may be entitled, the Executive agrees to devote substantially all of his attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and the Partnership and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive’s reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch responsibilities. During the Employment Period Period, it shall not be a violation of this Agreement for the Executive to serve on corporatecorporate (if approved by the Board, such approval not to be unreasonably withheld), civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's manage personal investments and affairsinvestments, so long as such activities do not significantly materially interfere with the performance of the Executive's ’s responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood Agreement and agreed that the Executive complies with applicable provisions of the Company’s code of business conduct and ethics which are in effect from time to time and which have been provided to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companieswriting.

Position and Duties. (i) During the Employment Period, (1) the Executive shall serve as the Executive Vice President of the Company, (2) the Executive's status, offices, titles, and reporting requirements requirements, authority, duties and responsibilities shall be at least commensurate in all material respects with the Company or its Affiliated Companies or bothmost significant of those held, as the case may be, shall be commensurate with those in effect exercised and assigned at any time during the 90180-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titlesTime, and reporting requirements as in effect during (3) the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date Time or any office or location less than 20 sixty (60) miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. . (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his full attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to use his reasonable best efforts the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to perform faithfully and efficiently the duties and such responsibilities assigned to him hereunderin a manner consistent with prior performance. During the Employment Period it shall not be a violation of this Agreement for the Executive to (1) serve on corporate, civic or charitable boards or committees, (2) deliver lectures, fulfill speaking engagements or teach at educational institutions institutions, and devote reasonable amounts of time to the management of his and his family's (3) manage personal investments (including without limitation land banking for the Company and affairsothers), so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee Executive of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective DateTime, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date Time shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company. The Company also may from time to time assign additional or other duties to the Executive in conjunction with the restructuring of the Parent and its Affiliated Companiessubsidiaries, which additional or other duties shall be reasonably consistent with the Executive's experience and position with the Company; provided, however, that no such assignment shall be made without the Executive's prior written consent. If the Executive is appointed or elected an officer or director of any of the Company's affiliates, and the Executive consents in writing to such appointment, the Executive will fulfill his duties as such officer or director without additional compensation. Upon his termination of employment with the Company, the Executive automatically shall cease to be an employee, officer or director of any affiliate of the Company, unless the board of directors of the Company provides otherwise.

Position and Duties. (i) During the Employment Period, (A) the Executive's position (including status, offices, titles, titles and reporting requirements requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the Company or its Affiliated Companies or bothmost significant of those held, as the case may be, shall be commensurate with those in effect exercised and assigned at any time during the 90120-day period immediately preceding the Effective Date. The duties Date and responsibilities assigned to (B) the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 20 miles from such locationwithin Energy Group's service territory (as it existed immediately before the Effective Date); PROVIDED, although that the Executive understands and agrees that he may be required to travel from time to time for business purposes. relocate outside such service territory if Energy Group or any of its affiliated companies provides the Executive with relocation benefits at least as favorable as those that would have been provided under Energy Group's, or any affiliated companies' applicable relocation policy as in effect immediately before the Effective Date. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his reasonable attention and time and attention during normal business hours to the business and affairs of Energy Group or any of its affiliated companies and, to the Company and its Affiliated Companies and extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive's reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's (C) manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company Energy Group or any of its Affiliated Companies affiliated companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and Energy Group or any of its Affiliated Companiesaffiliated companies.

Position and Duties. (a) During the Employment Period, the Executive's statusExecutive shall be employed as a Vice President of the Company and shall report directly to the Chief Executive Officer. As requested by ▇▇▇▇▇▇ Group Limited (“▇▇▇▇▇▇”), officesthe Executive shall also be seconded to ▇▇▇▇▇▇ for such periods as are necessary to perform faithfully and efficiently the duties, titles, obligations and reporting requirements responsibilities as the Vice President Strategy and Development of ▇▇▇▇▇▇. The Executive shall report directly to the Chief Executive Officer of ▇▇▇▇▇▇ in connection with the Executive’s duties as Vice President Strategy and Development of ▇▇▇▇▇▇. For purposes of this Agreement, the Executive’s duties, obligations and responsibilities to the Company or its Affiliated Companies or bothunder this Agreement shall include the duties, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. obligations and responsibilities of Executive to ▇▇▇▇▇▇. (b) The Executive’s duties and responsibilities assigned to the Executive may Company shall at all times be increased, decreased or otherwise changed during consistent with his position as an executive officer of the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposesCompany. During the Employment Period, and excluding any periods of vacation and sick other leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's ’s personal investments and affairs, so long as such activities do not significantly interfere with the performance of the Executive's ’s responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's ’s responsibilities to the Company. The Executive’s principal place of employment shall be the executive offices of the Company in West Palm Beach, Florida or any location less than 30 miles from such location, although the Executive understands and its Affiliated Companiesagrees that he may be required to travel from time to time for business purposes including in connection with the secondment to ▇▇▇▇▇▇.

Position and Duties. (i) During the Employment Period, the Executive's status’s position and title shall be Chief Human Resources Officer. Notwithstanding the foregoing, upon a Change in Control: (A) the Executive’s position (including offices, titles, titles and reporting requirements requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the Company or its Affiliated Companies or bothmost significant of those held, as the case may be, shall be commensurate with those in effect exercised and assigned at any time during the 90120-day period immediately preceding the Effective Date. The duties effective date of a Change in Control; and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with (B) the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's ’s services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 20 35 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. . (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his reasonable attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive’s reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to to: (A) serve on corporate, civic or charitable boards or committees, provided that the Executive obtains the Company’s prior, written consent, which will not be unreasonably withheld; (B) deliver lectures, fulfill speaking engagements or teach at educational institutions institutions; and devote reasonable amounts of time to the management of his and his family's (C) manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's ’s responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Dateeffective date of a Change in Control, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date effective date shall not thereafter be deemed to interfere with the performance of the Executive's ’s responsibilities to the Company and its Affiliated CompaniesCompany.

Position and Duties. (i) During the Employment PeriodPeriod and prior to a Change of Control Date, (A) if the Board determines that the Executive has been performing his duties in accordance with Section 4(a)(iii) hereof, the Board shall re-appoint the Executive to the position of CFO with substantially similar duties to those performed by the Executive on the Effective Date, and (B) the Executive's services shall be performed at the Executive's location on the Effective Date, the Company's headquarters, or a location where a substantial activity for which the Executive has responsibility is located. (ii) During the Employment Period and on and following a Change of Control Date, (A) the Executive's position (including status, offices, titles, titles and reporting requirements relationships), authority, duties and responsibilities shall be at least commensurate in all material respects with the Company or its Affiliated Companies or bothmost significant of those held, as the case may be, shall be commensurate with those in effect exercised and assigned at any time during the 90180-day period immediately preceding the Effective Date. The duties Change of Control Date and responsibilities assigned to (B) the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Change of Control Date or any office or location less than 20 fifty (50) miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. . (iii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his reasonable attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive's reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's (C) manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is also expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated CompaniesCompany.

Position and Duties. (i) During the Employment Period, (1) the Executive shall serve as the Vice President - Chief Financial Officer of the Company, (2) the Executive's status, offices, titles, and reporting requirements requirements, authority, duties and responsibilities shall be at least commensurate in all material respects with the Company or its Affiliated Companies or bothmost significant of those held, as the case may be, shall be commensurate with those in effect exercised and assigned at any time during the 90180-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titlesTime, and reporting requirements as in effect during (3) the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date Time or any office or location less than 20 sixty (60) miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. . (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his full attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to use his reasonable best efforts the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to perform faithfully and efficiently the duties and such responsibilities assigned to him hereunderin a manner consistent with prior performance. During the Employment Period it shall not be a violation of this Agreement for the Executive to (1) serve on corporate, civic or charitable boards or committees, (2) deliver lectures, fulfill speaking engagements or teach at educational institutions institutions, and devote reasonable amounts of time to the management of his and his family's (3) manage personal investments (including without limitation land banking for the Company and affairsothers), so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee Executive of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective DateTime, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date Time shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company. The Company also may from time to time assign additional or other duties to the Executive in conjunction with the restructuring of the Parent and its Affiliated Companiessubsidiaries, which additional or other duties shall be reasonably consistent with the Executive's experience and position with the Company; provided, however, that no such assignment shall be made without the Executive's prior written consent. If the Executive is appointed or elected an officer or director of any of the Company's affiliates, and the Executive consents in writing to such appointment, the Executive will fulfill his duties as such officer or director without additional compensation. Upon his termination of employment with the Company, the Executive automatically shall cease to be an employee, officer or director of any affiliate of the Company, unless the board of directors of the Company provides otherwise.

Position and Duties. (i) During the Employment Period, the Executive's status’s position and title shall be Chief Financial Officer. Notwithstanding the foregoing, upon a Change in Control: (A) the Executive’s position (including offices, titles, titles and reporting requirements requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the Company or its Affiliated Companies or bothmost significant of those held, as the case may be, shall be commensurate with those in effect exercised and assigned at any time during the 90120-day period immediately preceding the Effective Date. The duties effective date of a Change in Control; and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with (B) the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's ’s services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 20 35 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. . (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his reasonable attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive’s reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to to: (A) serve on corporate, civic or charitable boards or committees, provided that the Employment Agreement Executive obtains the Company’s prior, written consent, which will not be unreasonably withheld; (B) deliver lectures, fulfill speaking engagements or teach at educational institutions institutions; and devote reasonable amounts of time to the management of his and his family's (C) manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's ’s responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Dateeffective date of a Change in Control, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date effective date shall not thereafter be deemed to interfere with the performance of the Executive's ’s responsibilities to the Company and its Affiliated CompaniesCompany.

Position and Duties. (a) During the Employment Period, the Executive's statusExecutive shall be employed as the Vice President and Chief Financial Officer of the Company and shall report directly to the Chief Executive Officer. As requested by ▇▇▇▇▇▇ Group Limited (“▇▇▇▇▇▇”), officesthe Executive shall also be seconded to ▇▇▇▇▇▇ as is necessary to perform faithfully and efficiently the duties, titles, obligations and reporting requirements responsibilities as the Vice President and Chief Financial Officer of ▇▇▇▇▇▇. The Executive shall report directly to the Chief Executive Officer of ▇▇▇▇▇▇ in connection with the Executive’s duties as Vice President and Chief Financial Officer of ▇▇▇▇▇▇. For purposes of this Agreement, the Executive’s duties, obligations and responsibilities to the Company or its Affiliated Companies or bothunder this Agreement shall include the duties, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. obligations and responsibilities of Executive to ▇▇▇▇▇▇. (b) The Executive’s duties and responsibilities assigned to the Executive may Company shall at all times be increased, decreased or otherwise changed during consistent with his position as an executive officer of the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposesCompany. During the Employment Period, and excluding any periods of vacation and sick other leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's ’s personal investments and affairs, so long as such activities do not significantly interfere with the performance of the Executive's ’s responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's ’s responsibilities to the Company. The Executive’s principal place of employment shall be the executive offices of the Company in West Palm Beach, Florida or any location less than 30 miles from such location, although the Executive understands and its Affiliated Companiesagrees that he may be required to travel from time to time for business purposes including in connection with the secondment to ▇▇▇▇▇▇.

Position and Duties. (i) During the Employment PeriodPeriod and prior to a Change of Control Date, (A) if the Board determines that the Executive has been performing her duties in accordance with Section 4(a)(iii) hereof, it shall re-elect the Executive to the position of Executive Vice President, Corporate Affairs and General Counsel with substantially similar duties to the position held by the Executive on the Effective Date of the Plan, (B) the Executive shall report directly to the President and Chief Executive Officer of the Company, and (C) the Executive’s services shall be performed at the Executive’s location on the Effective Date, the Company’s headquarters, or a location where a substantial activity for which the Executive has responsibility is located. (ii) During the Employment Period and on and following a Change of Control Date, (A) the Executive's ’s position (including status, offices, titles, titles and reporting requirements relationships), authority, duties and responsibilities shall be at least commensurate in all material respects with the Company or its Affiliated Companies or bothmost significant of those held, as the case may be, shall be commensurate with those in effect exercised and assigned at any time during the 90-day period immediately preceding the Effective Date. The duties Change of Control Date and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with (B) the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's ’s services shall be performed at the location where the Executive was employed immediately preceding the Effective Change of Control Date or any office or location less than 20 miles from such locationwithin the Washington, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. D.C. metropolitan area. (iii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his reasonable attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive’s reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's (C) manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's ’s responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is also expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's ’s responsibilities to the Company and its Affiliated CompaniesCompany.

Position and Duties. (i) During the Employment Period, the Executive's status’s duties and position shall be Chief Operating Officer. Notwithstanding the foregoing, upon a Change in Control: (A) the Executive’s position (including offices, titles, titles and reporting requirements requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the Company or its Affiliated Companies or bothmost significant of those held, as the case may be, shall be commensurate with those in effect exercised and assigned at any time during the 90-120—day period immediately preceding the Effective Date. The duties effective date of a Change in Control; and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with (B) the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's ’s services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 20 35 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. . (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his reasonable attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive’s reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to to: (A) serve on corporate, civic or charitable boards or committees, provided that the Executive obtains the Company’s prior, written consent, which will not be unreasonably withheld; (B) deliver lectures, fulfill speaking engagements or teach at educational institutions institutions; and devote reasonable amounts of time to the management of his and his family's (C) manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's ’s responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Dateeffective date of a Change in Control, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date effective date shall not thereafter be deemed to interfere with the performance of the Executive's ’s responsibilities to the Company and its Affiliated CompaniesCompany.

Position and Duties. (a) During the Employment Period, the Executive's statusExecutive shall be employed as the Vice President Shared Services (Information Technology, officesHuman Resources, titlesBusiness Services Center) of the Company and shall report directly to the Chief Executive Officer. As requested by ▇▇▇▇▇▇ Group Limited (“▇▇▇▇▇▇”), the Executive shall also be seconded to ▇▇▇▇▇▇ as is necessary to perform faithfully and reporting requirements efficiently the duties, obligations and responsibilities as the Vice President Shared Services of ▇▇▇▇▇▇. The Executive shall report directly to the Chief Executive Officer of ▇▇▇▇▇▇ in connection with the Executive’s duties as Vice President Shared Services of ▇▇▇▇▇▇. For purposes of this Agreement, the Executive’s duties, obligations and responsibilities to the Company or its Affiliated Companies or bothunder this Agreement shall include the duties, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. obligations and responsibilities of Executive to ▇▇▇▇▇▇. (b) The Executive’s duties and responsibilities assigned to the Executive may Company shall at all times be increased, decreased or otherwise changed during consistent with his position as an executive officer of the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposesCompany. During the Employment Period, and excluding any periods of vacation and sick other leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's ’s personal investments and affairs, so long as such activities do not significantly interfere with the performance of the Executive's ’s responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's ’s responsibilities to the Company. The Executive’s principal place of employment shall be the executive offices of the Company in West Palm Beach, Florida or any location less than 30 miles from such location, although the Executive understands and its Affiliated Companiesagrees that he may be required to travel from time to time for business purposes including in connection with the secondment to ▇▇▇▇▇▇.

Position and Duties. (i) During the Employment PeriodPeriod and prior to a Change of Control Date, (A) if the Board determines that the Executive has been performing his duties in accordance with Section 4(a)(iii) hereof, the Board shall re-appoint the Executive to the position of CEO with substantially similar duties to those performed by the Executive on the Effective Date, and (B) the Executive's services shall be performed at the Executive's location on the Effective Date, the Company's headquarters, or a location where a substantial activity for which the Executive has responsibility is located. (ii) During the Employment Period and on and following a Change of Control Date, (A) the Executive's position (including status, offices, titles, titles and reporting requirements relationships), authority, duties and responsibilities shall be at least commensurate in all material respects with the Company or its Affiliated Companies or bothmost significant of those held, as the case may be, shall be commensurate with those in effect exercised and assigned at any time during the 90180-day period immediately preceding the Effective Date. The duties Change of Control Date and responsibilities assigned to (B) the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Change of Control Date or any office or location less than 20 fifty (50) miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. . (iii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his reasonable attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive's reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's (C) manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is also expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated CompaniesCompany.

Position and Duties. During On the Employment PeriodEffective Date, you will cease to be a regular full time employee of the Executive's statusCompany but you will continue to be employed by the Company as an employee in a part time special assignment position, offices, titles, and reporting requirements with the title of Special Advisor to the Chief Executive Officer ("CEO")or his successor (collectively "Your Supervisor"). You will also resign as an officer of the Company (but not as a director) and as an officer and/or director any of its subsidiaries or its Affiliated Companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding affiliates on the Effective Date. The In connection with resigning your offices, you agree to execute and return to the Company with this Agreement two signed, undated original resignation letters on Company letterhead in the forms provided in Appendices A through _to this Agreement. Appendices A through _are hereby incorporated into and made part of this Agreement by reference. In addition, you agree to take all such further steps as the Company may reasonably deem necessary or appropriate in order to accomplish the official formalities of your resignation of the officer and/or director positions that you hold with the Company's subsidiaries or affiliates, including but not limited to executing board resolutions. As Special Advisor to the CEO, you will have any or all of the following duties and responsibilities assigned to as determined by Your Supervisor in his/her discretion: 1. advising the Executive may be increased, decreased or otherwise changed during CEO regarding the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent Company's financial affairs; 2. providing assistance with the ExecutiveCompany's status, offices, titles, investor relations program; 3. assisting with the evaluation and reporting requirements integration of business acquisitions; and 4. assisting Your Supervisor in such other matters that are consistent with your background and experience as in effect during the 90-day period immediately preceding the Effective DateYour Supervisor may assign you. The Executive's services shall times and places where this work will be performed will be at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required your choosing unless otherwise requested by Your Supervisor. Your Supervisor will assign matters to travel you from time to time for business purposesand you will provide Your Supervisor with written or oral reports as reasonably, requested by Your Supervisor (or if not requested by Your Supervisor, then periodically, but not less frequently than annually) detailing your progress toward accomplishing the tasks and directives given to you by Your Supervisor. During You will also provide additional reports and materials, upon reasonable request by Your Supervisor. Your Supervisor will evaluate your performance. Your Supervisor will control and direct the Employment Periodmanner (including the order) in which you perform the services under this Agreement, including the details and excluding any periods of vacation and sick leave to means by which the Executive is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours to the business and affairs you provide your services. You will be an employee of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently for all purposes during the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation term of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts will not be an independent contractor. The position of time Special Advisor to the management CEO, is a part time special assignment position in which you will be required to work a minimum of his ten (10) hours per month, however, you also agree that, to the extent that Your Supervisor requests, you will work up to twenty (20) hours per month. You will not be required to work more than twenty (20) hours per month , however, in the event that you do work more than twenty (20) hours per month, then you will receive no additional compensation or benefits for such additional work. If, in any month, Your Supervisor does not specifically assign you a sufficient amount of work to meet your minimum hour requirement, you will satisfy your minimum requirement by independently researching and his familyevaluating developments and trends in your areas of responsibility, as set forth above, and reporting your findings to Your Supervisor. Your time spent on business travel at the Company's personal investments request (but not commuting to and affairsfrom your residence to the Company's New York City headquarters) shall count toward your ten hour minimum monthly work requirement under this Agreement. If requested by Your Supervisor, you agree to attend certain meetings or programs related to your area of expertise, so long as such activities meeting or program does not unreasonably interfere with your other activities. Furthermore, from time to time, your duties may require you to travel and attend meetings at various locations, and you agree that no reasonable request by Your Supervisor for travel or attendance at meetings will be refused. Your Supervisor will work with you in scheduling any such business trips or meetings so that they do not significantly unreasonably interfere with your other activities. The Company will reimburse you for your reasonable travel expenses pursuant to the performance reimbursement policy(ies) in place at the Company at the time you incur such expenses. You will maintain an accurate and contemporaneous log showing the time you have spent performing the foregoing services and this log shall be deemed conclusive evidence of the Executivetime spent. Your Supervisor, at any time, may request a copy of your log and you agree to provide such a copy within a reasonable period of time after the request is made. We have agreed that your part time special assignment will continue until December 31, 2004, subject to earlier termination by you or the Company as set forth in Section 3 of this Agreement. During the Term, except as set forth herein, you may not be employed by any other person or company, other than the Company, without the Company's responsibilities prior written approval, which shall not be unreasonably withheld. You may, however engage in the following activities without the Company's prior approval, provided that the three conditions listed below are met. The permissible activities are: teaching, sitting on boards of directors or advisory committees of other companies and providing services to other companies either as a consultant or an employee. These listed activities are permissible provided that each (1) is performed outside the fields of publishing, licensing and entertainment, (2) does not violate the provisions of Section 5.2 herein, and (3) does not interfere with your duties under this Agreement. You also agree that, during the term of this Agreement and for one year after the termination of your employment, you will not induce any employee of the Company to leave the employ of the Company or otherwise solicit for employment or affiliation, including as an independent contractor, any officer, director, or employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companiessubsidiaries.

Position and Duties. i. During the Employment Change of Control Period, there shall be no material reduction in any of the Executive's status’s position, officesauthority, titlesduties, responsibilities or salary grade as compared to those held, exercised and reporting requirements with the Company or its Affiliated Companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are the Relevant Time. Notwithstanding the foregoing, a change in title by itself shall not materially inconsistent with be a violation of this Section 4(a)(i); provided that the Executive continues to have responsibilities and authority that are, in the aggregate and in all material respects, comparable to those held by the Executive at the Relevant Time. ii. During the Change of Control Period, the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's ’s services shall be performed at the location where the Executive was employed immediately preceding the Effective Date Date, or at any other location less that does not result in the Executive’s commuting distance from the Executive’s residence being increased by more than 20 miles from such location30 miles; provided, although that if the Executive understands voluntarily changes his residence after the Effective Date, then a new work location shall not be considered to have increased the Executive’s commuting distance by more than 30 miles unless such an increase both (1) occurs in relation to the Executive’s new residence; and agrees that he may be required to travel from time to time for business purposes(2) would have occurred even if the Executive had not changed his residence. iii. During the Employment Change of Control Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his reasonable attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive’s reasonable best good faith efforts to perform faithfully and efficiently the duties and such responsibilities assigned to him hereunderconsistent with his past practice. During the Change of Control or Employment Period Periods it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, ; (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's institutions; or (C) manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's ’s responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such other activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's ’s responsibilities to the Company and its Affiliated CompaniesCompany.

Position and Duties. During the Employment Period, the Executive's status, offices, titles, and reporting requirements with The Executive be employed by the Company or its Affiliated Companies or bothand shall serve as President, as Global Pharmaceutical Development Services of the case may beCompany, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The such authority, duties and responsibilities assigned as are commensurate with such position, reporting to the Chief Executive Officer. In addition, the Executive will be a member of the Patheon Group’s Executive Committee and will become an officer of Patheon and of any members of the Patheon Group, each as may be increased, decreased or otherwise changed during requested. The Executive shall also be responsible for the Employment Period, provided that the duties functions and responsibilities assigned to set out in the Executive at any given time are not materially inconsistent with Position Description attached hereto as Schedule A. The location of the Executive's status, ’s employment will be the Company’s Raleigh/Durham offices, titleslocated at 4▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, USA], or such other location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he principal executive offices may be required to travel relocated from time to time for business purposesby the Company. During the Employment Period, and excluding any periods of vacation and sick leave The Executive will be required to which the Executive is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours relocate to the business and affairs Raleigh/Durham area as a condition of employment. The Executive will be eligible for relocation assistance in accordance with the attached North American Tier 1 program. The move must be completed prior to the ninth (9th) month anniversary of the Company and its Affiliated Companies and Effective Date (the “Relocation Date”). The Executive will be permitted to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time commute to the management of Company’s Raleigh/Durham offices from his and his family's personal investments and affairsprimary residence in Menomonee Falls, so long as such activities do not significantly interfere with WI, until the performance of Relocation Date. The Executive will be expected to be at the Executive's responsibilities as an employee Company’s Raleigh/Durham offices or any other offices of the Company or its Affiliated Companies otherwise engaged in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of his duties at least five days per week, subject to required business travel, vacation and holidays. For the initial six (6) months of the Executive's responsibilities ’s employment term, (i) Executive will be entitled to a reasonable housing allowance from the Company for the cost of housing arrangements in the Raleigh/Durham area and its Affiliated Companies(ii) the Company will pay for or reimburse travel expenses related to Executive’s weekly commute between Menomonee Falls, WI and the Raleigh/Durham area; provided that the foregoing amounts may be treated as taxable income.

Position and Duties. (i) During the Employment Period, (a) the Executive's position (including status, offices, titles, titles and reporting requirements requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the Company or its Affiliated Companies or bothmost significant of those held, as the case may be, shall be commensurate with those in effect exercised and assigned at any time during the 90-day period immediately preceding the Effective Date. The duties Date and responsibilities assigned to (b) the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 20 25 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. . (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his reasonable attention and time and attention during normal business hours to the business and affairs of the CNG System Company and its Affiliated Companies and to which Executive is assigned and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive's reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch responsibilities. During the Employment Period employment period it shall not be a violation of this Agreement for the Executive to (a) serve on corporate, civic or charitable boards or committees, (b) deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's (c) manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the CNG System Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the CNG System Company and its Affiliated Companiesto which Executive is assigned. The preceding sentence shall in no way be construed as a limitation on the non-business activities listed previously in this paragraph of Section 4(A)(ii). Activities of the Executive consistent with this paragraph shall not permit the CNG System Company to terminate the Executive's employment for Cause, as defined below.

Position and Duties. (i) During the Employment Protection Period, the (A) Executive's position (including status, offices, titles, titles and reporting requirements requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the Company or its Affiliated Companies or bothmost significant of those held, as the case may be, shall be commensurate with those in effect exercised and assigned at any time during the 90-day period immediately preceding the Effective Date. The duties Change of Control Date and responsibilities assigned to (B) except when traveling in the Executive may be increasednormal course of business, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Change of Control Date or any office or location less than 20 twenty-five (25) miles from such location; provided, although however, that Executive shall be deemed conclusively to have agreed to the terms of any alternative job assignment unless, within thirty (30) days after being informed by the Company of such alternative job assignment, Executive understands informs the Company in writing that Executive deems such alternative job assignment to be inconsistent with the requirements of clause (A) and/or clause (B) above and agrees that he may the reasons therefor and the Company fails to rectify any such inconsistencies within thirty (30) days of receiving such Notice. No change in status, office, title or reporting requirements shall be required deemed to travel from time to time for business purposes. have occurred by reason of a change in the personnel holding any position in the Company or by reason of a change which is inherent in the occurrence of the transaction constituting a Change of Control. (ii) During the Employment Protection Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his full time and attention during normal spent on business hours matters to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the responsibilities assigned to Executive hereunder, to use his Executive's reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch responsibilities. During the Employment Protection Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's (C) manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Change of Control Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Change of Control Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated CompaniesCompany.

Position and Duties. During the Employment PeriodTerm, the Executive's status, offices, titles, and reporting requirements with Executive shall serve as the Chief Executive Officer of the Company or its Affiliated Companies or both, and shall have such powers and duties customary for the chief executive officer of a public company and such additional powers and duties consistent with his position as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposesbe prescribed by the Board of Directors of the Company (the “Board”). During The Executive shall report solely and directly to the Employment PeriodBoard. All employees of the Company shall report directly or indirectly to the Executive. As of the Effective Date, and excluding any periods of vacation and sick leave to which the Company shall appoint the Executive is entitledto the Board with a term ending on the date of the Company’s annual stockholders’ meeting in 2023. Thereafter, the Company shall cause the Executive to be nominated for election to the Board and to be recommended to the stockholders for election to the Board as long as the Executive remains the Chief Executive Officer of the Company, provided that, unless otherwise agreed by the parties, the Executive agrees to shall resign from the Board and from any related positions upon the termination of the Executive’s employment for any reason and all such resignations shall be effective immediately. The Executive shall devote substantially all of his the Executive’s working time and attention during normal business hours efforts to the business and affairs of the Company and its Affiliated Companies and Company. Notwithstanding the foregoing, the Executive may (i) serve on up to use his reasonable best efforts two other public company boards of directors with the prior written approval of the Board (not to perform faithfully and efficiently be unreasonably withheld), (ii) engage in religious, charitable or other community activities, (iii) subject to the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation terms of this Agreement for and the Executive Company’s current Code of Conduct and other written policies in effect on the date hereof (and any amendments thereof or additions thereto or any other written policies that may be adopted by the Board after the date hereof that have general application and are approved by the Board), engage in activities related to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's Executive’s personal investments and affairs(iv) engage in other services and activities which are disclosed to and approved by the Board in advance, so long as subject to such services and activities do in the aggregate not significantly interfere interfering with the Executive’s performance of the Executive's responsibilities as an employee of ’s duties to the Company or its Affiliated Companies in accordance with this Agreementother than de minimis interference. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to As of the Effective Date, Executive is engaged in the reinstatement or continued conduct of such services and activities (or set forth on Exhibit A hereto which are deemed to have been approved by the reinstatement or conduct of activities similar in nature and scope thereto) subsequent Board to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companiesextent required by this Section 1.

Position and Duties. During the Employment Period, the Executive's status, offices, titles, titles and reporting requirements with the Company or its Affiliated Companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with a material diminution of the Executive's status, offices, titles, titles and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 50 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's personal investments and affairs, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companies.Effective

Position and Duties. During the Employment Period, the Executive's status, offices, titles, titles and reporting requirements with the Company or its Affiliated Companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with a material diminution of the Executive's status, offices, titles, titles and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 50 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his her time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and to use his her reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him her hereunder. During the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his her and his her family's personal investments and affairs, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companies.

Position and Duties. (i) During the Initial Period, the Executive shall serve as the President and Chief Operating Officer of the Company, and, during the Second Period, the Executive shall serve as the President and Chief Executive Officer of the Company, and, during the Third Period, the Executive shall serve as the President and Chief Executive Officer of the Company and Chairman of the Board, in each case, with such duties and responsibilities as are customarily assigned to such positions. During the Initial Period, the Executive shall report directly to the Initial CEO and the Board and, during the Second Period and Third Period, the Executive shall report directly to the Board. The Board shall appoint the Executive to the positions specified above at the times specified above throughout the Employment Period. During the Employment Period, the Executive's status, offices, titles, and reporting requirements with the Company or its Affiliated Companies or both, as the case may be, Executive shall be commensurate with those in effect during appointed to and shall serve on the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. Board without additional consideration. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his business attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive’s reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch responsibilities. During the Employment Period Period, it shall not be a violation of this Agreement for the Executive to (A) subject to the approval of the Board, serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's (C) manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's ’s responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope theretothereto if in the aggregate such pre-Effective Date activities and such similar activities do not require a commitment of time from the Executive that is materially greater than the time devoted to such pre-Effective Date activities) subsequent to the Effective Date shall not thereafter be deemed to interfere significantly with the performance of the Executive's ’s responsibilities to the Company and its Affiliated CompaniesCompany.

Position and Duties. (i) During the Employment Period, Executive shall serve as the Chairman of the Board and Chief Executive Officer of Aceto and perform such duties and functions commensurate with such title as the Board of Directors of Aceto (the “Board”) shall reasonably determine. Executive’s services shall be performed principally at ▇▇▇▇▇’▇ headquarters in Lake Success, New York or such other headquarters as may exist from time to time. During the Employment Period, the Executive's statusExecutive shall, officesif elected or appointed, titlesserve as (a) an officer of Aceto and/or any subsidiaries of Aceto in existence or hereafter created or acquired and (b) a director of Aceto and/or any such subsidiaries of Aceto in existence or hereafter created or acquired, in each case without any additional compensation for such services. However, from time to time, Executive may also be required by his job responsibilities to travel on Aceto business, and reporting requirements with Executive agrees to do so. Executive shall not be required to relocate from the Company or Lake Success, New York area unless Aceto relocates its Affiliated Companies or bothcorporate headquarters, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the which event Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time relocate to time for business purposes. such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his full-time and attention during normal business hours to the business and affairs of Aceto. Executive’s employment under this Agreement shall be Executive’s exclusive employment during the Company Employment Period. Executive may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Executive's performance of Executive's duties hereunder, is contrary to the interest of Aceto or any of its subsidiaries, or requires any significant portion of Executive's business time. The foregoing notwithstanding, the parties recognize and its Affiliated Companies agree that Executive may engage in personal investments, other business activities and to use civic, charitable or religious activities which do not conflict with the business and affairs of Aceto or interfere with Executive's performance of his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During Executive may not serve on the board of directors of any entity other than Aceto during the Employment Period it shall not be a violation of this Agreement for without the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's personal investments and affairs, so long as such activities do not significantly interfere with the performance written approval of the ExecutiveBoard. Executive shall be permitted to retain any compensation received for approved service on any unaffiliated corporation's responsibilities as an employee board of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companiesdirectors.

Position and Duties. During the Employment Period, the Executive's status, offices, titles, and reporting requirements with the Company or its Affiliated Companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his her time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and to use his her reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his her and his her family's personal investments and affairs, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companies.

Position and Duties. During the Employment Period, the Executive's statusExecutive shall serve as President and Chief Executive Officer of the Company and SK Holdco, offices, titlesas well as a Director on the SK Holdco Board of Directors, and reporting requirements in appropriate positions in the subsidiaries and affiliates of the Company, with the Company or its Affiliated Companies or bothduties, as the case may befunctions, shall be commensurate responsibilities and authority customarily associated with those in effect during the 90-day period immediately preceding the Effective Datesuch positions. The duties and responsibilities assigned Executive will report to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposesSK Holdco Board of Directors. During the Employment Period, the Executive will devote substantially all of his attention and time to the business and affairs of the Company, excluding any periods of vacation and sick leave to which the Executive is entitled, and will not engage in any other business activities that will unreasonably interfere with the Executive’s employment pursuant to this Agreement; provided that after the first anniversary of the Effective Date the Executive agrees may serve on the board of directors, and any board committee, of up to devote substantially all of his time and attention during normal business hours to two for-profit businesses that do not compete with the business and affairs of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunderCompany. During the Employment Period it shall not be a violation of this Agreement for Period, the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's personal investments and affairs, so long as such activities do not significantly interfere with the performance will be based out of the Company’s offices in Plano, Texas, and the Executive's responsibilities ’s services shall be performed at such locations where the Company conducts business throughout North America as an employee the needs and exigencies of the business of the Company from time to time reasonably require. The Executive will relocate from his current residence to the Dallas or its Affiliated Companies Plano, Texas area as soon as practical, but in any event within 6 months of the Effective Date. The Company will reimburse the Executive for reasonable commuting expenses for up to three months from the Effective Date. The Company shall provide the standard executive relocation privileges to the Executive in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to Company policies in effect on the Effective Date, but with the reinstatement following revisions: (i) the Executive’s repayment obligation shall not apply in the case of termination without Cause or continued conduct resignation for Good Reason, as both such terms are defined in Section 5 of such activities this Agreement; (or ii) the reinstatement or conduct of activities similar in nature Executive’s Miscellaneous Expense Allowance shall be equal to one month’s Salary; (iii) the Executive shall be entitled to apply for and scope theretopurchase, at his sole cost, additional Replacement Cost Insurance above and beyond what the Company provides; and (iv) subsequent all relocation amounts payable to Executive that are taxable income (and not deductible) shall be grossed up for all taxes subject to Section 5(g). Any sign-on bonus paid to the Effective Date Executive shall not thereafter be deemed to interfere with repaid immediately by the performance of the Executive's responsibilities Executive to the Company and its Affiliated Companiesif an event occurs which would require the Executive to repay any relocation amounts under the Company’s policies (as amended by this Agreement)(i.e., the Executive will have no signing bonus repayment obligations if the Executive’s termination is without Cause or due to resignation for Good Reason).

Position and Duties. (a) During the Post-Change Employment Period, the Executive's status, ’s position (including offices, titlestitles and responsibilities), authority and reporting requirements duties shall be at least commensurate in all material respects with the Company or its Affiliated Companies or bothmost significant of those held, as the case may be, shall be commensurate with those in effect exercised and assigned at any time during the 90-day period immediately preceding before the Effective Date. The duties Date and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's ’s services shall be performed at the location where the Executive was employed immediately preceding before the Effective Date or any other location less no more than 20 30 miles from either the Atlanta, Georgia (or other location which prior to Change of Control such locationlocation has moved) or Alexander City, although Alabama (or other location which prior to Change of Control such location has been moved) locations of the Company’s business; provided, however, that no job change which generally places Executive understands in substantially the same level of responsibility and agrees that he may authority shall be required deemed Good Reason for purposes of Section 3.4 solely by reason of a reorganization of job responsibilities, including a change in the position or level of the officer to travel from time to time for business purposes. whom Executive reports. (b) During the Post-Change Employment Period, and excluding Period (other than any periods of vacation and vacation, sick leave or disability to which the Executive is entitled), the Executive agrees to devote substantially all of his Executive’s full attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the duties assigned to Executive in accordance with this Agreement, to use his reasonable Executive’s best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch duties. During the Post-Change Employment Period it shall not be a violation of this Agreement for the Period, Executive to may (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's (iii) manage personal investments and affairsinvestments, so long as such activities are consistent with the Policies of the Company at the Effective Date and do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with ’s duties under this Agreement. It is expressly understood and agreed that to To the extent that any such activities have been conducted by the Executive immediately prior to the Effective Date and were consistent with the Policies of the Company at the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope theretoscope) subsequent to after the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companies’s duties under this Agreement.

Position and Duties. (i) During the Employment PeriodPeriod and prior to a Change of Control Date, (A) if the Board determines that the Executive has been performing his duties in accordance with Section 4(a)(iii) hereof, it shall re-elect the Executive to the position of Executive Vice President with substantially similar duties to the position held by the Executive on the Effective Date, and (B) the Executive's services shall be performed at the Executive's location on the Effective Date, the Company's headquarters, or a location where a substantial activity for which the Executive has responsibility is located. (ii) During the Employment Period and on and following a Change of Control Date, (A) the Executive's position (including status, offices, titles, titles and reporting requirements relationships), authority, duties and responsibilities shall be at least commensurate in all material respects with the Company or its Affiliated Companies or bothmost significant of those held, as the case may be, shall be commensurate with those in effect exercised and assigned at any time during the 90-day period immediately preceding the Effective Date. The duties Change of Control Date and responsibilities assigned to (B) the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Change of Control Date or any office or location less than 20 miles from such location, although where a substantial activity for which the Executive understands and agrees that he may be required to travel from time to time for business purposes. has responsibility is located. (iii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his reasonable attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive's reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's (C) manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is also expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated CompaniesCompany.

Position and Duties. During the Employment Period, the Executive's status, offices, titles, and reporting requirements with the Company or its Affiliated Companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. (i) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitledentitled under the policies of Wesbanco giving credit, the for these purposes, to Executive agrees to for his years of service with WOFC, Executive shall devote substantially all of his full business time and attention during normal business hours to the business of Wesbanco as conducted in the Springfield market and affairs to the successful integration of the Company then former WOFC into the business and its Affiliated Companies operations of Wesbanco, including, but not limited to the preservation of the reputation, customers and to use his reasonable best efforts to perform faithfully employees of WOFC as the reputation, customers and efficiently the employees of Wesbanco, and such other tasks and duties that are commensurate with Executive's title, status, skills and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporateexperience, civic or charitable boards or committeesthat may, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of from time to time, be assigned by the management Board of his Directors of Wesbanco (the "Board"), and his family's personal investments and affairs, so long as such activities do not significantly interfere are consistent with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood tasks and agreed that to the extent that any such activities have been conducted duties performed by the Executive prior to the Effective Date. (ii) Executive's employment duties with Wesbanco shall be performed substantially at the site of WOFC's offices and branches in the Springfield, Ohio, market, excepting such business meetings with Wesbanco managers in Wheeling, West Virginia, on reasonable notice, and meetings of the reinstatement or continued conduct Wesbanco Board of Directors as shall be deemed appropriate by Wesbanco. Wesbanco shall continue to provide Executive with office, secretarial and other administrative support that is substantially comparable to that in effect prior to the Effective Date. All expenditures in connection with Executive's performance of his duties shall be reimbursed in accordance with Wesbanco's regular policy, including, but not limited to, costs and expenses incurred in attending meetings in Wheeling, West Virginia. (iii) Executive may devote reasonable time to activities such as supervision of personal investments and activities involving professional, charitable, educational, religious and similar types of activities, speaking engagements and membership on other boards of directors, provided such activities do not interfere in any material way with the business of Wesbanco. The time involved in such activities shall not be treated as vacation time. Executive shall be entitled to keep any amounts paid to him in connection with such activities (or the reinstatement or conduct of activities similar in nature e.g., director fees and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companieshonoraria).

Position and Duties. During the Employment Period: (i) The Executive shall be employed as the Chairman of the Board and Chief Executive Officer of the Company and shall be responsible for the general management of the affairs of the Company. The Executive, in carrying out his duties under this Agreement, shall report only to the Board. The Executive's position (including status, offices, titles, titles and reporting requirements with the Company or its Affiliated Companies or bothrequirements), as the case may beauthority, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to shall be at least commensurate in all material respects with the Executive may be increasedmost significant of those held by, decreased exercised by or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location office which is the headquarters of the Company and is less than 20 50 miles from such location, although . It is hereby agreed and understood that the Executive understands and agrees that he may be required by the Company to travel from time move his business office (within the 50-mile limit set forth above) but not his principle place of residence. In the event that the Company requires the Executive to time for business purposes. During move his main office outside of Harr▇▇ ▇▇▇nty, the Employment PeriodCompany shall provide, and excluding at no expense to the Executive, an apartment or townhome in the new location which is commensurate with the Executive's standard of living. (ii) Excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his reasonable attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive's reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch responsibilities. During the Employment Period it It shall not be a violation of this Agreement for the Executive to (a) serve on corporate, civic or charitable boards or committees, (b) deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's (c) manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated CompaniesCompany.

Position and Duties. During the Employment Period, ------------------- (A) the Executive's statusposition, officesauthority, titles, duties and reporting requirements with the Company or its Affiliated Companies or both, as the case may be, responsibilities ("Role") shall be commensurate with those in effect during an executive capacity and substantially comparable to the 90-day period immediately preceding the Effective Date. The position, authority, duties and responsibilities assigned to of Chairman of the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titlesBoard for similarly situated telecommunication institutions, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's (B) his services shall be performed at the location where the Executive he was employed immediately preceding the Effective Date or any office or location within the State of Louisiana and less than 20 35 miles from the location where he was employed immediately preceding the Effective Date thereafter, provided that in the case of any relocation, the Company shall pay all of Executive's expenses reasonably related to such locationrelocation, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. During the Employment Periodincluding cost of maintaining two residences, and any further relocation required or necessary to comply with this Section 4; and (ii) excluding any periods of vacation and sick leave to which the Executive he is entitled, the Executive agrees to devote substantially all of his reasonable attention and time and attention during normal business hours to the Company's business and affairs of the Company and its Affiliated Companies affairs, and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it It shall not be a violation of this Agreement for the Executive to (A) serve on corporatethe board of directors (or comparable governing body) or committees of any business corporation or entity (other than one in direct competition with the Company), civic or charitable boards or committeesorganization, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions institutions, (C) manage his legal affairs and devote reasonable amounts of time to the management of his and his family's personal investments and affairsinvestments, so long as such personal activities do not significantly interfere with the performance of his responsibilities, (D) devote reasonable periods of time to the Executive's responsibilities management of any or all of Cameron Communications Corporation, Mercury Information Technologies Inc. or Xspedius Corp. or any of their affiliates or investments and (E) serve as an employee officer or director (or comparable position) of the Company any or its Affiliated Companies in accordance with this Agreementall of Cameron Communications Corporation, Mercury Information Technologies Inc. or Xspedius Corp. or any of their affiliates or investments. It is expressly understood and agreed that to To the extent that any such activities have been conducted by the Executive prior to the Effective Datedate hereof, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date thereto shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companieshis responsibilities.

Position and Duties. (i) During the Employment Period, the Executive's statusExecutive shall serve as President and Chief Operating Officer of the Company, offices, titles, and reporting requirements with directly to the Chief Executive Officer of the Company or its Affiliated Companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to consistent therewith. Until the Executive may be increasedsecond anniversary of the Commencement Date, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such Fort Howard's current headquarters location, although or at such other place ▇▇▇▇▇▇ ▇ fifty-mile radius of such current location as the Executive understands and agrees that he Board of Directors of the Company (the "Board") may from time to time deem appropriate. Following the second anniversary of the Commencement Date, the Executive's services may be required to be performed in the Chicago, Illinois metropolitan area or in such other location as shall be mutually agreed (in any such case, a "Permitted Location"). Notwithstanding the foregoing, the Executive shall be required to travel to the extent necessary to the performance of the Executive's responsibilities under this Agreement. The Executive shall use Company owned or leased aircraft for purposes of such travel whenever practicable, and the Company recognizes that it may from time to time be necessary, appropriate, desirable or convenient for business purposesthe Executive to be accompanied in such travel by persons who are not employees of the Company, including the Executive's spouse and other members of the Executive's family. During the Employment Period, the Executive shall serve on the Board. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his full attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and to use his the Executive's reasonable best efforts to perform faithfully and efficiently the duties and such responsibilities assigned to him hereunderin a professional manner. During the Employment Period it It shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's (C) manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Commencement Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Commencement Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated CompaniesCompany.

Position and Duties. During (i) As of the Effective Date and during the Employment Period, Period thereafter the Executive's position (including status, perquisites, offices, titles, and reporting requirements with the Company or its Affiliated Companies or bothand responsibilities), as the case may be, authority and duties shall be commensurate with those in effect during that of the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned Company's Chief Executive Officer reporting directly to the Executive may be increasedCompany's Board of Directors. Such position (including status, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's statusperquisites, offices, titles, and reporting requirements as and responsibilities), authority and duties shall be at least commensurate in effect all material respects with the most significant of those held, exercised or assigned at any time during the 90365-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any at an equivalent office and location less not more than 20 50 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. . (ii) During the Employment Period, and excluding any periods of vacation and vacation, sick leave or disability to which the Executive is entitled, the Executive agrees to devote substantially all of his the Executive's full business attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the duties assigned to the Executive hereunder, to use his reasonable the Executive's best efforts to perform such duties faithfully and efficiently the duties and responsibilities assigned to him hereunderefficiently. During the Employment Period it shall not be a violation of this Agreement for Notwithstanding such requirement the Executive to may serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions institutions, and devote reasonable amounts of time to the management of his and his family's manage personal investments and affairsor family investments, so long as provided such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with duties under this Agreement. It is expressly understood and agreed that to To the extent that any such activities have been conducted by the Executive prior to during the Employment Period before the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope theretoscope) subsequent to after the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companiesduties under this Agreement.

Position and Duties. During (i) The Executive shall serve as Special Advisor to the Employment Period, the Executive's status, offices, titles, and reporting requirements with Senior Vice President in charge of Underwriting for the Company or its Affiliated Companies or both, as the case may be, shall be commensurate with those in effect during the 90(SVP-day period immediately preceding the Effective Date. The duties and responsibilities assigned Underwriting) reporting to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90SVP-day period immediately preceding the Effective DateUnderwriting. The Executive's services primary responsibility as Special Advisor shall be performed at to assist the location where SVP-Underwriting in making a smooth and effective transition into his position during the initial period of the Term, but the Executive was employed immediately preceding shall not continue to have line authority with regard to underwriting decisions on new or renewal business. Additionally, the Effective Date or any location less than 20 miles Special Advisor during the Term shall assist with special projects and requests from such location, although the Executive understands and agrees that he SVP- Underwriting relating to the Company's underwriting function. The Executive's duties may be required to travel refined or changed from time to time for business purposes. During by letter agreement between the Employment Period, SVP-Underwriting and excluding the Executive. (ii) Excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his such time and attention during normal business hours of the week to the business and affairs of extent necessary to discharge the Company and its Affiliated Companies responsibilities assigned hereunder and to use his reasonable Executive's best efforts to perform such responsibilities faithfully and efficiently efficiently. It is agreed that the duties period during which most effort shall be required is during the initial portion of the Term assisting with the transition and responsibilities assigned thereafter the time spent will not exceed one-half the normal business hours and will depend in large measure on the extent to him hereunder. During which the Employment Period it SVP-Underwriting requests specific assistance from the Executive on projects and cases. (iii) It shall not be a violation of this Agreement for the Executive to serve (x) serve, with prior approval of the Chief Executive Officer of the Company (the "CEO"), on corporate, civic or charitable boards or committees, (y) deliver lectures, fulfill speaking engagements or teach at educational institutions institutions, and devote reasonable amounts of time to the management of his and his family's (z) manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies set forth in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated CompaniesCompany.

Position and Duties. (i) During the Employment Period, the Executive's status’s position and title shall be Chief Financial Officer. Notwithstanding the foregoing, upon a Change in Control: (A) the Executive’s position (including offices, titles, titles and reporting requirements requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the Company or its Affiliated Companies or bothmost significant of those held, as the case may be, shall be commensurate with those in effect exercised and assigned at any time during the 90-120—day period immediately preceding the Effective Date. The duties effective date of a Change in Control; and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with (B) the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's ’s services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 20 35 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. . (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his reasonable attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive’s reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to to: (A) serve on corporate, civic or charitable boards or committees, provided that the Executive obtains the Company’s prior, written consent, which will not be unreasonably withheld; (B) deliver lectures, fulfill speaking engagements or teach at educational institutions institutions; and devote reasonable amounts of time to the management of his and his family's (C) manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's ’s responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Dateeffective date of a Change in Control, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date effective date shall not thereafter be deemed to interfere with the performance of the Executive's ’s responsibilities to the Company and its Affiliated CompaniesCompany.