Common use of Position and Duties Clause in Contracts

Position and Duties. (a) During the Employment Period, Employee shall serve as Chief Executive Officer of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power of the Company’s board of directors (the “Board”) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee shall report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner and shall comply with the Company’s current policies and procedures in all material respects. During the Employment Period, Employee shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided that Employee may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s employment. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Employee the Executive shall serve as Chief Executive Officer the Vice President of Content Development, a director and the Secretary of the Board of Directors of the Company and each of its Subsidiariessubsidiaries unless otherwise set forth in corporate documents, employment agreements with other employees or public filings, and shall have the normal usual and customary duties, responsibilities, functions responsibilities and authority of a Chief Executive OfficerVice President, provided that Employee’s duties, responsibilities, functions Secretary of the Board and authority are all a director subject to the power of the Company’s board Board of directors Directors of the Company (the “Board”) (i) to reasonably expand or limit such duties, responsibilities, functions responsibilities and authority, authority and (ii) to override the actions of the officers and employees of Executive. The Executive shall, if so requested by the Company. During the Employment Period, Employee shall render such services to the Company also serve with or without additional compensation, as the Chief Executive Officer and President and/or the Board may an officer, director or manager of entities from time to time directdirectly or indirectly owned or controlled by the Company (each an “Affiliate,” or collectively, the “Affiliates”). (b) During the Employment Period, Employee The Executive shall report to the Board and shall devote his best efforts and substantially all of his full active business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, Company and its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee Affiliates. The Executive shall perform his duties, duties and responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligentdiligent and professional manner. (c) In addition to any responsibilities, trustworthytasks or duties set forth herein, businesslike specific responsibilities, tasks and efficient manner and shall comply with the Company’s current policies and procedures in all material respects. During the Employment Period, Employee shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided that Employee may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s employmentduties are set forth on Appendix 1 attached hereto. (d) For purposes of this AgreementThe foregoing restrictions shall not limit or prohibit the Executive from engaging in passive investment, “Subsidiaries” shall mean any corporation or other entity of which inactive business ventures and community, charitable and social activities not interfering with the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more SubsidiariesExecutive’s performance and obligations hereunder.

Position and Duties. (a) During the Employment Period, Employee Executive shall serve as President and Chief Executive Operating Officer of Hartford Life Operations and as a member of the Office of the Chairman of the Company, and/or in such other position or positions with the Company or its affiliates commensurate with his/her position and experience as the Board of Directors of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power of the Company’s board of directors (the “Board”) shall from time to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Companytime specify. During the Employment Period, Employee Executive shall render have the duties, responsibilities and obligations customarily assigned to individuals serving in the position or positions in which Executive serves hereunder and such services to the Company other duties, responsibilities and obligations as the Chief Executive Officer and President and/or Board or the Board may Chairman shall from time to time direct. (b) During the Employment Period, Employee specify. Executive shall report devote his/her full time to the Board and shall devote his best efforts and his full business time and attention (services required of him/her hereunder, except for permitted vacation periods time and reasonable periods of illness absence due to sickness, personal injury or other incapacity) disability, and shall use his/her best efforts, judgment, skill and energy to perform such services in a manner consonant with the duties of his/her position and to improve and advance the business and affairs interests of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner and shall comply with the Company’s current policies and procedures in all material respectsaffiliates. During the Employment Period, Employee Executive shall not serve comply with the Code of Ethics and Business Conduct of the Company. Unless and to the extent inconsistent with the terms of any published Company policy or code of conduct as an officer or director ofin effect on the date hereof and as hereafter amended, or otherwise perform services for compensation for, nothing contained herein shall preclude Executive from (a) serving on the board of directors of any other entity without business corporation with the prior written consent of the Board; provided that Employee may serve as an officer or director , (b) serving on the board of, or otherwise participate inworking for, purely educationalany charitable or community organization, welfareor (c) pursuing his/her personal financial and legal affairs, social, religious or civic organizations so long as such activities the foregoing activities, individually or collectively, do not interfere with Employeethe performance of Executive’s employment. (d) For purposes of this Agreement, “Subsidiaries” shall mean duties hereunder or violate any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board provisions of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more SubsidiariesSection 9 hereof.

Position and Duties. (a) During the Employment PeriodTerm (as defined in Section 2 hereof), Employee the Executive shall serve as the President and Chief Executive Officer of the Company and its SubsidiariesCompany. In these capacities, and the Executive shall (i) have all of the normal duties, responsibilities, functions authorities and authority responsibilities customarily exercised by an individual serving as the president and chief executive officer of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions company the size and authority are all subject to the power nature of the Company’s board , and (ii) have such other duties, authorities and responsibilities, consistent with the foregoing, as may reasonably be assigned to the Executive from time to time by the Board of directors Directors of the Company (the “Board”) to expand or limit such duties, responsibilities, functions and authority, and to override actions ). The Executive shall also serve as a member of the officers and employees Board and, if requested, as an officer or director of any subsidiary of the Company. During The Executive will work from an office in the Employment PeriodExecutive’s residence in Atlanta, Employee Georgia; provided, that the Executive understands and agrees that his duties and responsibilities will require travel for business purposes. The Executive shall render such services report directly to the Company as the Chief Executive Officer and President and/or the Board may from time to time directBoard. (b) During the Employment PeriodTerm, Employee the Executive shall report devote substantially all of the Executive’s business time, energy, business judgment, knowledge and skill and the Executive’s best efforts to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods performance of illness or other incapacity) to the business and affairs of Executive’s duties with the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions to provided that the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner and shall comply with the Company’s current policies and procedures in all material respects. During the Employment Period, Employee foregoing shall not serve as an officer prevent the Executive from (i) serving on the Board of Directors of Nice Systems Ltd. or director ofthe boards of directors of non-profit organizations and, or otherwise perform services for compensation for, any other entity without with the prior written consent approval of the Board; provided that Employee may serve as an officer or director of, or otherwise participate inother for profit companies, purely (ii) participating in charitable, civic, educational, welfareprofessional, socialcommunity or industry affairs, religious or civic organizations and (iii) managing the Executive’s passive personal investments, so long as such activities in the aggregate do not materially interfere or conflict with Employeethe Executive’s employmentduties hereunder or create a potential business or fiduciary conflict. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Employee the Executive shall serve as the Chief Executive Operating Officer of the Company and each of its Subsidiariessubsidiaries unless otherwise set forth in corporate documents, employment agreements with other employees or public filings, and shall have the normal usual and customary duties, responsibilities, functions responsibilities and authority of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all Operating Officer subject to the power of the Company’s board Board of directors Directors of the Company (the “Board”) (i) to reasonably expand or limit such duties, responsibilities, functions responsibilities and authority, authority and (ii) to override the actions of the officers and employees of Executive. The Executive shall, if so requested by the Company. During the Employment Period, Employee shall render such services to the Company also serve with or without additional compensation, as the Chief Executive Officer and President and/or the Board may an officer, director or manager of entities from time to time directdirectly or indirectly owned or controlled by the Company (each an “Affiliate,” or collectively, the “Affiliates”). (b) During the Employment Period, Employee The Executive shall report to the Board and shall devote his best efforts and substantially all of his full active business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, Company and its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee Affiliates. The Executive shall perform his duties, duties and responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligentdiligent and professional manner. (c) In addition to any responsibilities, trustworthytasks or duties set forth herein, businesslike specific responsibilities, tasks and efficient manner and shall comply with the Company’s current policies and procedures in all material respects. During the Employment Period, Employee shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided that Employee may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s employmentduties are set forth on Appendix 1 attached hereto. (d) For purposes of this AgreementThe foregoing restrictions shall not limit or prohibit the Executive from engaging in passive investment, “Subsidiaries” shall mean any corporation or other entity of which inactive business ventures and community, charitable and social activities not interfering with the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more SubsidiariesExecutive’s performance and obligations hereunder.

Position and Duties. (a) During the Employment Period, Employee Executive shall serve as the Chief Executive Officer of the Company, and in connection therewith Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries, subsidiaries and shall have the normal duties, responsibilities, functions responsibilities and authority of a Chief Executive Officerwhich are consistent with Executive’s position, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power and authority of the Company’s board Board of directors Directors (the “Board”) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During On the Employment Period, Employee Effective Date Executive shall report to be a member of the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs serve as Chairman of the Board, in each case until his resignation, removal or replacement in accordance with the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates’s governance documents in effect from time to time. (c) Employee Executive shall report to the Company’s Board. Executive shall perform his duties, Executive’s duties and responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his Executive’s abilities in a diligent, trustworthy, businesslike and efficient manner manner. Executive shall devote Executive’s full business time, energies and shall comply with attention during customary business hours (except for permitted vacation periods and periods of illness or other temporary incapacity) to the business and affairs of the Company and its subsidiaries. So long as Executive is employed by the Company’s current policies and procedures in all material respects. During the Employment Period, Employee Executive shall not serve as an officer or director ofnot, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board, accept other employment or perform other services for compensation or that interfere with Executive’s employment with the Company; provided provided, however, that Employee (i) [Executive may continue to provide advisory services and serve as an officer or director in private companies involved in the restaurant and bar business in which Executive or his affiliates hold investments], and (ii) Executive may serve as an officer or director of, of or otherwise participate in, in purely educational, welfare, social, religious or and civic organizations organizations, in each of the foregoing cases so long as such activities are not in competition with the Company or any of its subsidiaries and do not interfere with EmployeeExecutive’s employmentability to carry out Executive’s duties under this Agreement. (d) For purposes of this AgreementExecutive shall comply with all lawful rules, “Subsidiaries” shall mean any corporation policies, procedures, regulations and administrative directions now or other entity of which hereafter reasonably established by the securities Board for officers or other ownership interests having the voting power to elect a majority employees of the board Company or any of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more Subsidiariesits subsidiaries.

Position and Duties. (a) During the Employment Period, Employee Executive shall serve as the President and Chief Executive Officer (“CEO”) of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority authorities customarily exercised by the President and CEO of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions company of similar size and authority are all subject to the power of the Company’s board of directors (the “Board”) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of nature as the Company. During the Employment Period, Employee Executive shall render such administrative, financial and other executive and managerial services to the Company and its affiliates which are consistent with Executive’s position, as the Chief Executive Officer and President and/or Board of Directors of the Board Company (the “Board”) may from time to time direct. (b) During the Employment Period, Employee Executive shall report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee . Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike professional and efficient manner and shall comply with the Company’s current policies and procedures in all material respects. In performing his duties and exercising his authority under this Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board. During the Employment Period, Employee Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided that Employee , which shall not be unreasonably withheld. Executive may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or and civic organizations so long as such activities do not interfere with EmployeeExecutive’s employment. . Nothing contained herein shall preclude Executive from (di) For purposes engaging in charitable and community activities; (ii) participating in industry and trade organization activities; (iii) managing his and his family’s personal investments and affairs; and (iv) delivering lectures, fulfilling speaking engagements or teaching at educational institutions; provided that such activities do not materially interfere with the regular performance of his duties and responsibilities under this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Employee Executive shall serve as Executive Vice President and Chief Executive Financial Officer and as a member of the Office of the Chairman of the Company, and in such other position or positions with the Company or its affiliates commensurate with such position and his experience as the Board of Directors of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power of the Company’s board of directors (the “Board”) shall from time to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Companytime specify. During the Employment Period, Employee Executive shall render have the duties, responsibilities and obligations customarily assigned to individuals serving in the position or positions in which Executive serves hereunder and such services to the Company other duties, responsibilities and obligations as the Chief Executive Officer and President and/or the Board may shall from time to time direct. (b) During the Employment Period, Employee shall report to the Board and specify commensurate with such positions. Executive shall devote his best efforts and his full business time and attention (to the services required of him hereunder, except for permitted vacation periods time and reasonable periods of illness absence due to sickness, personal injury or other incapacity) disability, and shall use his best efforts, judgment, skill and energy to perform such services in a manner consonant with the duties of his position and to improve and advance the business and affairs interests of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner and shall comply with the Company’s current policies and procedures in all material respectsaffiliates. During the Employment Period, Employee Executive shall not serve comply with the Code of Corporate Conduct of the Company. Unless and to the extent inconsistent with the terms of any published Company policy or code of conduct as an officer or director ofin effect on the date hereof and as hereafter amended, or otherwise perform services for compensation for, nothing contained herein shall preclude Executive from (a) serving on the board of directors of any other entity without business corporation with the prior written consent of the Board; provided that Employee may serve as an officer or director , (b) serving on the board of, or otherwise participate inworking for, purely educationalany charitable or community organization, welfareor (c) pursuing his personal financial and legal affairs, social, religious or civic organizations so long as such activities the foregoing activities, individually or collectively, do not interfere with Employeethe performance of Executive’s employment. (d) For purposes of this Agreement, “Subsidiaries” shall mean duties hereunder or violate any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board provisions of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more SubsidiariesSection 9 hereof.

Position and Duties. (a) During the Employment Period, Employee the Executive shall serve as Chief Executive Officer the [JOB TITLE] of the Company and each of its Subsidiaries, subsidiaries and shall have the normal usual and customary duties, responsibilities, functions responsibilities and authority of a Chief Executive Officer[JOB TITLE], provided that Employee’s including, without limitation [Insert specific duties], responsibilities, functions and authority are all but subject to the power of the Company’s board Management Board of directors Holdings (the “Board”) (i) to expand or limit such duties, responsibilities, functions responsibilities and authority, authority and (ii) to override the actions of the officers and employees of Executive. The Executive shall, if so requested by the Company. During the Employment Period, Employee shall render such also provide services without additional compensation to the Company as the Chief Executive Officer and President and/or the Board may entities from time to time directdirectly or indirectly owned or controlled by, or owning or controlling, the Company (including, without limitation, Holdings, Acquisition and Blyth, each an “Affiliate,” or collectively, the “Affiliates”). (b) During the Employment Period, Employee The Executive shall report to the Board [SUPERVISOR’S TITLE] of the Company and shall devote his best efforts and substantially all of his full active business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, Company and its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee Affiliates. The Executive shall perform his duties, duties and responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities and in a diligent, trustworthy, businesslike diligent and efficient manner and shall comply with the Company’s current policies and procedures in all material respectsprofessional manner. During the Employment Period, Employee shall not serve as an officer the Executive may write or director ofcreate books, blogs or other media, or otherwise perform services speaking engagements; provided, however, that (i) such outside activities may only be for the express purpose of promoting the Company or its Affiliates, and (ii) any fees or other compensation forreceived for such activities shall, any other entity without in all instances, belong to and be retained by the prior written consent of the Board; provided that Employee Company. The Executive may serve as an officer or a director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere for non-competing companies only with Employee’s employmentthe advance written approval of the Board of Directors of the Company. (dc) For purposes of this AgreementThe foregoing restrictions shall not limit or prohibit the Executive from engaging in passive investment, “Subsidiaries” shall mean any corporation or other entity of which inactive business ventures and community, charitable and social activities not interfering with the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more SubsidiariesExecutive’s performance and obligations hereunder.

Position and Duties. (a) During the Employment Period, Employee the Executive shall serve as the Chief Executive Financial Officer of the Company and its SubsidiariesCompany, and shall have the normal usual and customary duties, responsibilities, functions responsibilities and authority of a Chief Executive Officerfor such position, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power of the Company’s board Chief Executive Officer (“CEO”) and Board of directors Directors of the Company (the “Board”) (i) to expand or limit such duties, responsibilities, functions responsibilities and authority, authority and (ii) to override the actions of the officers and employees Executive. The Executive shall, if so requested by the Company, also serve without additional compensation, as a director of the Company. During the Employment PeriodCompany or as an officer, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may director or manager of any entities from time to time directdirectly or indirectly owned or controlled by Company or its Affiliates. (b) During the Employment Period, Employee The Executive shall report to the Board CEO of the Company and shall devote his best efforts and substantially all of his full active business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, Company and its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee Affiliates. The Executive shall perform his duties, duties and responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities ability in a diligent, trustworthy, businesslike diligent and efficient manner and shall comply with the Company’s current policies and procedures in all material respectsprofessional manner. During the Employment Period, Employee the Executive shall not serve as an officer or director ofengage in any business activity which, or otherwise perform services for compensation for, any other entity without in the prior written consent reasonable judgment of the Board; provided that Employee may serve as an officer , conflicts with the duties of the Executive hereunder, whether or director ofnot such activity is pursued for gain, profit or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s employmentother pecuniary advantage. (dc) For purposes The foregoing restrictions shall not limit or prohibit the Executive from engaging in passive investment, inactive business ventures and community, charitable and social activities, and other such outside business activities not interfering with the Executive’s performance and obligations hereunder,. Executive shall disclose the nature of this Agreement, “Subsidiaries” shall mean his involvement in any corporation or other entity such outside business activities to the Board of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more SubsidiariesDirectors.

Position and Duties. (a) During the Employment Period, Employee Executive shall serve as the President and Chief Executive Officer (“CEO”) of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority authorities customarily exercised by the President and CEO of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions company of similar size and authority are all subject to the power of the Company’s board of directors (the “Board”) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of nature as the Company. During the Employment Period, Employee Executive shall render such administrative, financial and other executive and managerial services to the Company and its affiliates which are consistent with Executive’s position, as the Chief Executive Officer and President and/or Board of Directors of the Board Company (the “Board”) may from time to time direct. (b) During the Employment Period, Employee Executive shall report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee . Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike professional and efficient manner and shall comply with the Company’s current policies and procedures in all material respects. In performing his duties and exercising his authority under this Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board. During the Employment Period, Employee Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided that Employee . Executive may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or and civic organizations so long as such activities do not interfere with EmployeeExecutive’s employment. . Nothing contained herein shall preclude Executive from (di) For purposes engaging in charitable and community activities; (ii) participating in industry and trade organization activities; (iii) managing his and his family’s personal investments and affairs; and (iv) delivering lectures, fulfilling speaking engagements or teaching at educational institutions; provided, that such activities do not materially interfere with the regular performance of his duties and responsibilities under this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Employee the Executive shall serve as Chief Executive Officer Vice President & President, Control Products Division of the Company and its Subsidiaries, and shall have the normal duties, such responsibilities, functions duties and authority as set forth in the Bylaws of a Chief Executive Officer, provided that Employee’s duties, the Company or as otherwise are consistent with such position as well as such additional responsibilities, functions duties and authority are all subject to the power of as the Company’s board President and Chief Executive Officer or the Company’s Board of directors Directors (the “Board”) shall determine and assign from time to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Companytime. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee shall report to the Board Company’s President and Chief Executive Officer or the Chief Executive Officer’s designee. The Executive shall fully comply with the Company’s Worldwide Code of Legal and Ethical Business Conduct as in effect from time to time, or any successor or similar Code or Rules of Conduct. The Executive shall devote substantially all his best efforts and his full business working time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) efforts to the business and affairs of the Company and shall use his best efforts to carry out his responsibilities faithfully and efficiently in a professional and ethical manner. Notwithstanding the foregoing, it is understood that during the Employment Period, subject to any conflict of interest policies of the Company and Section 9, the Executive may (a) serve in any capacity with any civic, charitable, educational or professional organization provided that such service does not materially interfere with his duties and responsibilities to the Company, its current ; (b) make and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates.manage personal investments of his choice; and (c) Employee shall perform his duties, responsibilities and functions to with the Company and its Subsidiaries hereunder to the best prior consent of his abilities in a diligent, trustworthy, businesslike and efficient manner and shall comply with the Company’s current policies President and procedures in all material respects. During the Employment Period, Employee shall not Chief Executive Officer serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided that Employee may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s employment. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of on the board of directors or other governing body are, at of one (1) for-profit business enterprise. The Executive may serve from time to time as a director and /or member of a committee of the time Company and/or as a director and/or member of determination, owned by the Company, directly or through a committee and/or officer of one or more Subsidiariessubsidiaries or related or affiliated companies or joint ventures of the Company. The Executive agrees to fulfill his duties as such director, member of committee or officer without additional compensation other than the compensation provided for in this Agreement.

Position and Duties. (a) During the Employment Period, Employee Executive shall serve as Chief Executive Officer Director of MÜV Enterprises, and in connection therewith Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries, subsidiaries and shall have the normal duties, responsibilities, functions responsibilities and authority of a Chief Executive Officerwhich are consistent with Executive’s position, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power and authority of the Company’s board Board of directors Directors of the Company (the “Board”) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee Executive shall report to the Board and Company’s Chief Executive Officer (or such other person as shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to be designated by the business and affairs of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee Board). Executive shall perform his duties, Executive’s duties and responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his Executive’s abilities in a diligent, trustworthy, businesslike and efficient manner manner. Executive shall devote Executive’s full business time, energies and shall comply with attention during customary business hours (except for permitted vacation periods and periods of illness or other temporary incapacity) to the business and affairs of the Company and its subsidiaries. So long as Executive is employed by the Company’s current policies and procedures in all material respects. During the Employment Period, Employee Executive shall not serve as an officer or director ofnot, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board, accept other employment or perform other services for compensation or that interfere with Executive’s employment with the Company; provided provided, however, that Employee Executive may serve as an officer or director of, of or otherwise participate in, in purely educational, welfare, social, religious or and civic organizations organizations, in each of the foregoing cases so long as such activities are not in competition with the Company or any of its subsidiaries and do not interfere with EmployeeExecutive’s employmentability to carry out Executive’s duties under this Agreement. (dc) For purposes of this AgreementExecutive shall comply with all lawful rules, “Subsidiaries” shall mean any corporation policies, procedures, regulations and administrative directions now or other entity of which hereafter reasonably established by the securities Board for officers or other ownership interests having the voting power to elect a majority employees of the board Company or any of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more Subsidiariesits subsidiaries.

Position and Duties. (a) During the Employment Period, Employee shall serve as Chief Executive Financial Officer of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority of a Chief Executive Financial Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power of the Chief Executive Officer and President of the Company and the Company’s board of directors (the “Board”) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee shall report to the Chief Executive Officer and President and the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner and shall comply with the Company’s current policies and procedures in all material respects. During the Employment Period, Employee shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided that Employee may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s employment. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more Subsidiaries.

Position and Duties. At all times during the Term, the Executive shall (ai) During the Employment Period, Employee shall serve as President and Chief Executive Officer of the Company and its Subsidiariesthe Bank and, in such capacity, shall perform such duties and shall have the normal dutiessuch responsibilities as is typical for such positions, responsibilities, functions and authority of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject as well as any other reasonable duties as may be assigned to the power of the Company’s board of directors (the “Board”) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or him by the Board may from time to time direct. time, and (bii) During the Employment Perioddiligently and conscientiously devote substantially all of his business time, Employee shall report energy, and ability to the Board his duties and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities Bank and will not engage in a diligentany other business, trustworthyprofession, businesslike and efficient manner and shall comply or occupation for compensation or otherwise which would conflict or materially interfere with the Company’s current policies and procedures in all material respects. During the Employment Period, Employee shall not serve as an officer performance of such services either directly or director of, or otherwise perform services for compensation for, any other entity indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that Employee may the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s employment. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority affiliate of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more SubsidiariesCompany for no additional compensation.

Position and Duties. (a) During the Employment Period, Employee Executive shall serve as Executive Vice President, Chief Executive Merchandising Officer of the Company and its Subsidiaries, Chief Marketing Officer and shall have the normal duties, responsibilities, functions responsibilities and authority of a Chief Executive Officerattendant to such positions, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power of the Company’s board Chairman and Chief Executive Officer (“CEO”), its President, North America (“President”) or the Board of directors Directors (the “Board”) to expand or limit such duties, responsibilities, functions responsibilities and authority, and to override actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee Executive shall report to the Board President, North America or to such other person(s) of comparable or greater duties, responsibilities, and authority as the CEO may direct from time to time, and Executive shall devote his Executive’s best efforts and his Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions to the Company and its Subsidiaries; provided that Executive shall, with the prior written approval of the CEO, be allowed to serve as (i) a director or officer of any non-profit organization including trade, civic, educational or charitable organizations, or (ii) a director of any corporation which is not competing with the Company or any of its Subsidiaries hereunder in the office product and office supply industry so long as such duties do not materially interfere with the performance of Executive’s duties or responsibilities under this Agreement. Executive shall perform Executive’s duties and responsibilities under this Agreement to the best of his Executive’s abilities in a diligent, trustworthy, businesslike and efficient manner and manner. (c) Executive shall comply with be based at or in the vicinity of the Company’s current policies headquarters but may be required to travel as necessary to perform Executive’s duties and procedures in all material respects. During the Employment Period, Employee shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided that Employee may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s employmentresponsibilities under this Agreement. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of voting power in electing directors or other governing body are, at the time of determination, owned by the Company, directly or through one or of more Subsidiaries.

Position and Duties. (a1) During Employment Period, Employee shall serve as Corporate Executive Chef and, in so doing, shall perform the normal duties associated with such position and such other duties as may be assigned from time to time by Employee’s Supervisor or the Company’s executive management. (2) During the Employment Period, Employee shall serve as Chief Executive Officer of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject agrees to the power of the Company’s board of directors (the “Board”) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee shall report to the Board and shall devote his best efforts and his full business working time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and to use his best efforts to perform faithfully, effectively and efficiently his duties. Employee covenants, warrants and represents that he shall: (i) devote his full and best efforts to the fulfillment of employment obligations; (ii) exercise the highest degree of fiduciary loyalty and care and the highest standards of conduct in the performance of his duties; (iii) endeavor to prevent any harm, in any way, to the business or reputation of the Company or its affiliates; and (iv) not engaged in any other business activity of any kind without the advance written consent of the Company, its current including any passive investments other than the ownership of publicly traded stock in an amount not to exceed three percent of the issued and future, direct and indirect, Subsidiaries, parents, and related entities or affiliatesoutstanding stock of the company. (c3) In keeping with Employee’s fiduciary duties to the Company, Employee agrees that he shall perform his dutiesnot, responsibilities and functions directly or indirectly, become involved in any conflict of interest, or upon discovery thereof, allow such a conflict to continue. Employee agrees that he shall promptly disclose to the Company and its Subsidiaries hereunder to the best any facts which might involve any reasonable possibility of his abilities in a diligent, trustworthy, businesslike and efficient manner and conflict of interest. Employee further agrees that he shall comply with abide by the Company’s current policies and procedures in all material respectsCode of Ethics, as may be amended from time to time. During the Employment Period, Employee shall not serve engage in any activities in competition with the Company or its affiliates or participate in any business, either as an officer employee, officer, director, shareholder or director ofcontractor, in competition with the Company or otherwise perform services for compensation forits affiliates. Further, during the Employment Period, Employee agrees not to engage in any other entity business or profession, directly or indirectly, without the prior written consent approval of the Board; provided that Employee may serve as Company, including any passive investments other than the ownership of publicly traded stock in an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do amount not interfere with Employee’s employmentto exceed three percent of the issued and outstanding stock of the company. (d4) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power Employee agrees to elect a majority of the board of directors or other governing body are, at the time of determination, owned by observe and comply with the Company’s policies, directly practices, and procedures, as adopted or through one or more Subsidiariesamended from time to time.

Position and Duties. (a) During the Employment Period, Employee Executive shall serve as Executive Vice President and Chief Human Resources Officer of the Company and in such other position or positions with the Company and its subsidiaries, consistent with his position as Executive Vice President and Chief Human Resources Officer of the Company, as the Chief Executive Officer of the Company and its Subsidiaries, and shall have or the normal duties, responsibilities, functions and authority Board of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power Directors of the Company’s board of directors Company (the “Board”) shall reasonably assign Executive from time to expand time. Executive shall report to the Chief Executive Officer or limit to the Chief Operating Officer, President or such duties, responsibilities, functions and authority, and other senior officer of Company as determined from time to override actions of time by the officers and employees of the CompanyChief Executive Officer. During the Employment Period, Employee Executive shall render devote substantially all his business time to the services required of him hereunder, and shall perform such services in a manner consonant with the duties of his position. Executive shall be subject to the terms and conditions of any applicable policy of the Company regarding service (including as a director) on behalf of the Company or any other affiliated organization, provided that, subject to the provisions of Paragraph 8(a), nothing herein shall preclude Executive from (i) engaging in charitable activities and community affairs, and (ii) managing his personal investments and affairs, so long as the activities listed in subclauses (i)-(ii) do not materially interfere, individually or in the aggregate, with the proper performance of his duties and responsibilities as Executive Vice President and Chief Executive Human Resources Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee shall report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner and shall comply with the Company’s current policies and procedures in all material respects. During the Employment Period, Employee shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided that Employee may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s employment. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Employee Executive shall serve as Chief the President of the Company, and in connection therewith Executive Officer of shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries, subsidiaries and shall have the normal duties, responsibilities, functions responsibilities and authority of a Chief Executive Officerwhich are consistent with Executive’s position, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power and authority of the Company’s board Board of directors Directors of the Company (the “Board”) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee Executive shall report to the Board and Company’s Chief Executive Officer (or such other person as shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to be designated by the business and affairs of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee Board). Executive shall perform his duties, Executive’s duties and responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his Executive’s abilities in a diligent, trustworthy, businesslike and efficient manner manner. Executive shall devote Executive’s full business time, energies and shall comply with attention during customary business hours (except for permitted vacation periods and periods of illness or other temporary incapacity) to the business and affairs of the Company and its subsidiaries. So long as Executive is employed by the Company’s current policies and procedures in all material respects. During the Employment Period, Employee Executive shall not serve as an officer or director ofnot, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board, accept other employment or perform other services for compensation or that interfere with Executive’s employment with the Company; provided provided, however, that Employee Executive may (i) continue to provide services to the D▇▇▇▇▇▇ family with respect to their properties and personal affairs consistent with past practices, and (ii) serve as an officer or director of, of or otherwise participate in, in purely educational, welfare, social, religious or and civic organizations organizations, in each of the foregoing cases so long as such activities are not in competition with the Company or any of its subsidiaries and do not interfere with EmployeeExecutive’s employmentability to carry out Executive’s duties under this Agreement. (dc) For purposes of this AgreementExecutive shall comply with all lawful rules, “Subsidiaries” shall mean any corporation policies, procedures, regulations and administrative directions now or other entity of which hereafter reasonably established by the securities Board for officers or other ownership interests having the voting power to elect a majority employees of the board Company or any of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more Subsidiariesits subsidiaries.

Position and Duties. (a) During the Employment Period, Employee Executive shall serve as Chief Executive Officer the chief operating officer of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions responsibilities and authority of a Chief Executive Officerthe chief operating officer as are assigned immediately prior to the date hereof, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power of the Company’s board of directors (the “Board”) to expand or limit such duties, responsibilities, functions responsibilities and authority, authority and to override actions of the officers and employees of the Company. During the Employment Period, Employee provided that nothing in this Section 2(a) shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time directlimit Executive’s rights under Section 6(a)(i). (b) During the Employment Period, Employee Executive shall report to the Board Company’s chief executive officer and shall devote his reasonable best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and, upon request of the Company’s Board, its current or the chief executive of ▇▇▇▇▇▇▇▇▇, to ▇▇▇▇▇▇▇▇▇ or to the Company’s Subsidiaries. Executive may engage in charitable, civic and futurecommunity activities and, direct with the prior approval of the Board of the Company and indirectof the Board of ▇▇▇▇▇▇▇▇▇, Subsidiariesmay serve as a director of any other business corporation, parents, and related entities provided that such activities or affiliates. (c) Employee service do not interfere with Executive’s duties hereunder or violate the terms of Section 9 hereof. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner and shall comply with the Company’s current policies and procedures in all material respects. During the Employment Period, Employee shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided that Employee may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s employmentmanner. (dc) For purposes of this Agreement, “Parent” shall mean and include AbilityOne Products Corp. and ▇▇▇▇▇▇▇▇▇ or any successor to ▇▇▇▇▇▇▇▇▇ or successor-in-interest to the business of ▇▇▇▇▇▇▇▇▇; and “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or of more Subsidiaries.

Position and Duties. (a) During the Employment Period, Employee shall serve as Chief Executive Officer the Vice President of Clinical Development, and in connection therewith Employee shall render services to the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions responsibilities and authority of a Chief Executive Officer, provided that which are consistent with Employee’s dutiesposition, responsibilities, functions and authority are all subject to the power and authority of the Company’s board officers and the Board of directors Directors of the Company (the “Board”) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee shall report to the Board and Chief Executive Officer (or such other person as shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to be designated by the business and affairs of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Board). Employee shall perform his duties, Employee’s duties and responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his Employee’s abilities in a diligent, trustworthy, businesslike and efficient manner Employee shall devote Employee’s full business time, energies and shall comply with attention (except for permitted vacation periods and periods of illness or other temporary incapacity) to the business and affairs of the Company’s current policies and procedures in all material respects. During However, Employee may seek approval for external obligations from the Employment PeriodBoard by disclosing such activities on the Conflict of Interest Disclosure form attached hereto as Exhibit A. So long as Employee is employed by the Company, Employee shall not serve as an officer or director ofnot, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board, accept other employment or perform other services for compensation or that interfere with Employee’s employment with the Company; provided provided, however, that Employee may serve as an officer or director of, of or otherwise participate in, in purely educational, welfare, social, religious or and civic organizations so long as such activities are not in competition with the Company or do not interfere with Employee’s employmentability to carry out Employee’s duties under this Agreement. (c) Employee shall comply with all lawful rules, policies, procedures, regulations and administrative directions now or hereafter reasonably established by the Board for employees of the Company. (d) For purposes The Company shall have the right to assign Employee new duties and to change Employee’s title subject to Section 4 of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Employee Executive shall serve as Chief Executive Officer the Senior Vice President, Global Operations of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority of a customarily associated with such position and such other duties and responsibilities as may be assigned from time to time to Executive by the Chief Executive OfficerOfficer of the Company, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power and authority of the Company’s board Board of directors Directors (the “Board”) and Executive Committee of the Board (the “Executive Committee”) to expand or limit such duties, responsibilities, functions and authority, authority and to override overrule actions of the officers and employees of the Company. During the Employment Period, Employee . (b) Executive shall render such services report to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee shall report to the Board and Executive shall devote his best efforts and his full business Executive’s full-time energies and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, Company and its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee . Executive shall perform his Executive’s duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike professional, ethical and efficient manner and shall comply with the Company’s current policies and procedures of the Company and its Subsidiaries and will cooperate fully with the Board in all material respectsthe advancement of the best interests of the Company. During So long as Executive is employed by the Employment PeriodCompany or any Subsidiary, Employee Executive shall not serve not, except as an officer provided herein or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided , render to any other person, corporation, firm, company, joint venture or other entity any services of any kind for compensation, or engage in any other activity, that Employee would compete with the Company or its Subsidiaries, and/or interfere with the performance of Executive’s duties for the Company and its Subsidiaries. Notwithstanding, Executive may engage in charitable, civic, fraternal and trade association activities that do not interfere materially with Executive’s obligations to the Company or any Subsidiary. Further, nothing in this Agreement shall limit Executive’s ability to: (i) serve as an officer or director ofa member of any board of directors for any non-profit organization, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do membership does not interfere materially or conflict with EmployeeExecutive’s employmentobligations to the Company or any Subsidiary; or (ii) as otherwise agreed by the Board in writing. Executive represents and warrants that Executive does not now, and will not during the Term of employment hereunder, have any financial interest in any competitor, supplier or customer of the Company or its Subsidiaries; provided that passive ownership (i.e., Executive does not directly or indirectly participate in the business or management of the applicable entity) of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange shall not be deemed to be a financial interest in a competitor, supplier or customer of the Company or its Subsidiaries. (dc) For purposes of this Agreement, “SubsidiariesSubsidiary” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determinationnow or hereafter, owned directly or indirectly by the Company, directly or through one or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Employee Executive shall serve as Chief Executive Officer the Senior Vice President, Global Operations, of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority of a customarily associated with such position and such other duties and responsibilities as may be assigned from time to time to Executive by the Chief Executive OfficerOfficer of the Company, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power and authority of the Company’s board Board of directors Directors (the “Board”) and Executive Committee of the Board (the “Executive Committee”) to expand or limit such duties, responsibilities, functions and authority, authority and to override overrule actions of the officers and employees of the Company. During the Employment Period, Employee . (b) Executive shall render such services report to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee shall report to the Board and Executive shall devote his best efforts and his full business Executive’s full-time energies and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, Company and its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee . Executive shall perform his Executive’s duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike professional, ethical and efficient manner and shall comply with the Company’s current policies and procedures of the Company and its Subsidiaries and will cooperate fully with the Board in all material respectsthe advancement of the best interests of the Company. During So long as Executive is employed by the Employment PeriodCompany or any Subsidiary, Employee Executive shall not serve not, except as an officer provided herein or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided , render to any other person, corporation, firm, company, joint venture or other entity any services of any kind for compensation, or engage in any other activity, that Employee would compete with the Company or its Subsidiaries, and/or interfere with the performance of Executive’s duties for the Company and its Subsidiaries. Notwithstanding, Executive may engage in charitable, civic, fraternal and trade association activities that do not interfere materially with Executive’s obligations to the Company or any Subsidiary. Further, nothing in this Agreement shall limit Executive’s ability to: (i) serve as an officer or director ofa member of any board of directors for any non-profit organization, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do membership does not interfere materially or conflict with EmployeeExecutive’s employmentobligations to the Company or any Subsidiary; or (ii) as otherwise agreed by the Board in writing. Executive represents and warrants that Executive does not now, and will not during the Term of employment hereunder, have any financial interest in any competitor, supplier or customer of the Company or its Subsidiaries; provided that passive ownership (i.e., Executive does not directly or indirectly participate in the business or management of the applicable entity) of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange shall not be deemed to be a financial interest in a competitor, supplier or customer of the Company or its Subsidiaries. (dc) For purposes of this Agreement, “SubsidiariesSubsidiary” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determinationnow or hereafter, owned directly or indirectly by the Company, directly or through one or more Subsidiaries.

Position and Duties. (a) During the Employment PeriodTerm, Employee Executive shall serve as Chief Executive Officer of the Company and its SubsidiariesPresident, North American Retail, and shall have the normal duties, responsibilities, functions responsibilities and authority of a Chief Executive Officerattendant to such position, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power of the Company’s board Chairman and Chief Executive Officer (“CEO”) or Board of directors Directors (the “Board”) to expand or limit such duties, responsibilities, functions responsibilities and authority, and to override actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee Executive shall report to the CEO (or to such other person as the CEO or the Board may designate in the future, such as a Global President or a Chief Operating Officer, in the event such position(s) is/are created in the future) and Executive shall devote his Executive’s best efforts and his Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions to the Company and its Subsidiaries; provided that Executive shall, with the prior written approval of the CEO, be allowed to serve as (i) a director or officer of any non-profit organization including trade, civic, educational or charitable organizations, or (ii) a director of any corporation which is not competing with the Company or any of its Subsidiaries hereunder in the office product and office supply industry so long as such duties do not materially interfere with the performance of Executive’s duties or responsibilities under this Agreement. Executive shall perform Executive’s duties and responsibilities under this Agreement to the best of his Executive’s abilities in a diligent, trustworthy, businesslike and efficient manner and manner. (c) Executive shall comply with be based at or in the vicinity of the Company’s current policies headquarters but may be required to travel as necessary to perform Executive’s duties and procedures in all material respects. During the Employment Period, Employee shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided that Employee may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s employmentresponsibilities under this Agreement. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of voting power in electing directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Employee Executive shall serve as Vice-Chairman of The Hartford and President and Chief Executive Officer of Hartford Life, and/or in such other position or positions with the Company or its affiliates commensurate with his position and its Subsidiaries, and shall have experience as the normal duties, responsibilities, functions and authority relevant Board of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power Directors of the Company’s board of directors Company (the “"Board”") to expand or limit such duties, responsibilities, functions and authority, and to override actions the Chairman of the officers and employees of Company (the Company"Chairman") shall from time to time specify. During the Employment Period, Employee Executive shall render have the duties, responsibilities and obligations customarily assigned to individuals serving in the position or positions in which Executive serves hereunder and such services to the Company other duties, responsibilities and obligations as the Chief Executive Officer and President and/or relevant Board or the Board may Chairman shall from time to time direct. (b) During the Employment Period, Employee shall report to the Board and specify. Executive shall devote his best efforts and his full business time and attention (to the services required of him hereunder, except for permitted vacation periods time and reasonable periods of illness absence due to sickness, personal injury or other incapacity) disability, and shall use his best efforts, judgement, skill and energy to perform such services in a manner consonant with the duties of his position and to improve and advance the business and affairs interests of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner and shall comply with the Company’s current policies and procedures in all material respectsaffiliates. During the Employment Period, Employee Executive shall not serve comply with the Code of Conduct of the Company. Unless and to the extent inconsistent with the terms of any published Company policy or code of conduct as an officer in effect on the date hereof and as hereafter amended, nothing contained herein shall preclude Executive from (a) serving on the board of directors of any business corporation with the consent of the relevant Board or director the Chairman, (b) serving on the board of, or otherwise perform services for compensation working for, any other entity without the prior written consent of the Board; provided that Employee may serve as an officer charitable or director ofcommunity organization, or otherwise participate in(c) pursuing his personal financial and legal affairs, purely educational, welfare, social, religious or civic organizations so long as such activities the foregoing activities, individually or collectively, do not interfere with Employee’s employment. (d) For purposes the performance of this Agreement, “Subsidiaries” shall mean Executive's duties hereunder or violate any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board provisions of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more SubsidiariesSection 9 hereof.

Position and Duties. (a) During the Employment PeriodTerm, the Employee shall serve as Chief Executive Officer Operating Officer. The Employee shall have such duties, functions, responsibilities, and authority as are from time to time delegated to the Employee by the Board of Directors of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power of the Company’s board of directors (the “Board”) or are otherwise consistent with the duties, responsibilities and authority of the executive office held by the Employee; provided that with respect to expand or limit any specifically delegated duties, functions, responsibilities and authority, such duties, functions, responsibilities, functions and authority, authority are reasonable and customary for a person serving in the office/position of a public company comparable to override actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment PeriodTerm, the Employee shall report to the Board and shall shall: (i) devote substantially all of his best efforts and his full time during normal business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) hours to the business and affairs of the Company, fulfill his duties and obligations under this Employment Agreement and use his best efforts, judgment and energy to perform, improve and advance the business and interests of the Company in a manner consistent with the duties of his position; provided, however, that Employee shall not be prevented from serving as a member of the board of directors of a corporation if the Company determines that such membership is not adverse to its current and future, direct and indirect, Subsidiaries, parents, and related entities interests; (ii) not engage in any business activities that are directly or indirectly competitive with any business conducted by the Company or any of its subsidiaries or affiliates; (iii) observe and carry out such reasonable rules, regulations, policies, directions and restrictions as may be established from time to time by the Board, including but not limited to, the standard policies and procedures of the Company as in effect from time to time; and (iv) do such traveling as may be required in connection with the performance of such duties and responsibilities. (c) The Employee shall perform his dutiesacknowledges that this Employment Agreement contains a non-disclosure of proprietary information and non-competition provisions, responsibilities and functions the Employee agrees to comply with these provisions. The Employee understands that entering into and complying with these provisions is a condition to the Employee’s continued employment with the Company and its Subsidiaries hereunder that failure to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner and shall comply with the Company’s current policies and procedures terms of these provisions may result in all material respects. During the Employment Period, Employee shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided that Employee may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s immediate termination from employment. (d) For purposes of In connection with the Employee’s employment by the Company under this Employment Agreement, “Subsidiaries” the Employee shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, be based at the time principal executive offices of determination, owned by the Company, directly located as of the date hereof in San Antonio, Texas, except for such reasonable travel or through one or more Subsidiaries.field work as the performance of the Employee’s duties in the business of the Company may require. Notwithstanding the foregoing, the Board may, in its discretion, determine to relocate the principal offices of the Company for any necessary business purpose, and doing so shall not be a breach of this Employment Agreement. South Texas Oil Company ▇▇▇▇▇▇▇ Employment Agreement June 2008

Position and Duties. (a) During the Employment Period, Employee the Executive shall serve as Chief Executive Officer EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER of the Company and its Subsidiaries, and shall have the normal duties, such responsibilities, functions duties and authority as set forth in the Bylaws of a the Company and such additional responsibilities, duties and authority as the Company's President and Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power of Officer or the Company’s board 's Board of directors Directors (the “"Board”") shall determine from time to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Companytime. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee shall report to the Board Company's President and Chief Executive Officer or the Chief Executive Officer's designee. The Executive shall fully comply with the Company's Worldwide Code of Legal and Ethical Business Conduct as in effect from time to time, or any successor or similar Code. The Executive shall devote substantially all his best efforts and his full business working time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) efforts to the business and affairs of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder shall use his best efforts to the best of carry out his abilities responsibilities faithfully and efficiently in a diligentprofessional and ethical manner. Notwithstanding the foregoing, trustworthy, businesslike and efficient manner and shall comply with the Company’s current policies and procedures in all material respects. During it is understood that during the Employment Period, Employee shall subject to any conflict of interest policies of the Company and Section 9, the Executive may (a) serve in any capacity with any civic, charitable, educational or professional organization provided that such service does not serve as an officer or director ofmaterially interfere with his duties and responsibilities to the Company, or otherwise perform services for compensation for(b) make and manage personal investments of his choice, any other entity without and (c) with the prior written consent of the Board; provided that Employee may Company's President and Chief Executive Officer, which shall not be unreasonably withheld, serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s employment. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of on the board of directors or other governing body are, at of one (1) for-profit business enterprise. The Executive may serve from time to time as a director and /or member of a committee of the time Company and/or as a director and/or member of determination, owned by the Company, directly or through a committee and/or officer of one or more Subsidiariessubsidiaries or related or affiliated companies or joint ventures of the Company. The Executive agrees to fulfill his duties as such director, member of committee or officer without additional compensation other than the compensation provided for in this Agreement.

Position and Duties. (a) From the date hereof until October 1, 2009, Executive shall continue to serve as President and COO, and report to the CEO and/or the Board of Managers (the “Board”) of YCC Holdings LLC (“YCC Holdings”). Effective October 1, 2009, Executive shall no longer serve as COO, and shall serve as the President and CEO of the Company, YCC Holdings and each subsidiary of YCC Holdings, and shall perform such duties as are consistent with such position, and shall report directly to the Board and/or its Chairman. (b) Prior to an initial public offering of either the Company, YCC Holdings or its subsidiary, Yankee Holding Corp. (“IPO”), Executive shall serve as a member of the Board, and a member of the board of directors of the Company and each subsidiary of YCC Holdings, so long as he remains the CEO hereunder. (c) During the Employment Period, Employee shall serve as Chief Executive Officer of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power of the Company’s board of directors (the “Board”) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee shall report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Affiliates. This provision shall not be deemed to preclude the Executive from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation set forth on Exhibit A, or any charitable organization, membership in professional societies, lecturing or the acceptance of honorary positions, that are in any case incidental to his employment by the Company and which are not adverse to or in conflict with the interests of the Company, its current and futurebusiness or prospects, direct and indirectfinancial or otherwise, Subsidiaries, parents, and related entities or affiliatesotherwise materially interfere with Executive’s ability to perform his duties. (cd) Employee shall Executive will perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner and shall comply with at the Company’s current policies and procedures headquarters in all material respects. During the Employment Period, Employee shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided that Employee may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s employmentMassachusetts. (de) For purposes of this Agreement, “SubsidiariesAffiliates” shall mean any corporation person controlling, controlled by or other entity under common control with another person (for avoidance of which the securities or other ownership interests having the voting power to elect a majority doubt, as used herein “Affiliates” of the board Company shall not include any unrelated portfolio companies controlled by Madison Dearborn Partners, LLC). For purposes of directors or other governing body arethis definition only, at “control” means the time of determination, owned by the Companypossession, directly or indirectly, of the power to direct to direct the management and policies of a person whether through one the ownership of voting securities, contract or more Subsidiariesotherwise.

Position and Duties. (a) During the Employment PeriodTerm, Employee the Executive shall serve be employed as Chief Executive Officer the President of PCT and shall perform duties consistent with such position and such other related duties as the Company and its Subsidiaries, and Board shall otherwise reasonably request. The Board shall have the normal dutiespower to direct, responsibilitiescontrol and supervise the duties to be performed hereunder, functions the means and authority the manner of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power of the Company’s board of directors (the “Board”) to expand or limit performing such duties, responsibilities, functions and authority, the terms and to override actions of the officers time for performing said duties as are reasonable in keeping with Executive’s office and employees of the Companypositions. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee shall report to the Board or such other person as may be mutually agreed upon, and shall have direct responsibility for all day-to-day operations of the Company, and such other related duties as the Board shall reasonably request. During the Term, and except for vacation in accordance with Section 5(a) below, the Executive shall devote his best efforts and his full business time time, attention, skill and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) efforts to the business and affairs of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner and shall comply with the Company’s current code of conduct, policies and procedures in all material respects. During place from time to time; provided, however; the Employment Period, Employee foregoing shall not serve prevent the Executive from (a) serving as an officer or director ofCaladrius Biosciences, Inc.’s Senior Vice President, Manufacturing and Technical Operations and Chief Technology Officer pursuant to the Caladrius Agreement; (b) engaging in not-for-profit activities (e.g., board membership with charitable, educational, or otherwise perform services for compensation forreligious organizations), any other entity without the prior written consent of the Board; provided that Employee may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s employment. (dc) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of serving on the board of directors of the Alliance for Regenerative Medicine, or in the event that the Executive ceases to serve on such boards, then, subject to the prior written approval of the Board, which shall not be unreasonably withheld, serving on the board of directors (or similar governing body) of not more than two (2) other governing body are, at business entities that are not competitors of the time of determination, owned Company (as determined in good faith by the CompanyBoard, directly it being understood that a failure to approve if service would be inconsistent with Institutional Shareholder Services Governance standards is reasonable), or through one (d) managing the Executive’s personal and immediate family member’s passive investments, as long as, in each case, such activities individually or more Subsidiariesin the aggregate do not materially interfere or conflict with the Executive’s duties hereunder or create a potential business or fiduciary conflict (in each case, as determined in good faith by the Board). Executive shall initially be based in Allendale, New Jersey; provided, however, it is understood that the Executive shall be required to travel (both within the US and abroad) as reasonably necessary to perform his duties hereunder.

Position and Duties. (a) During the Employment PeriodTerm, Employee shall serve as hold the title of Executive Vice President and Chief Executive Officer Operating Officer. The Company and Employee agree that the Employee shall have duties and responsibilities consistent with the position set forth above in a company the size and of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power nature of the Company, and such other duties and authority that are assigned to Employee from time to time by the Company’s board Board of directors Directors (the “Board”) to expand ), or limit such duties, responsibilities, functions and authority, and to override actions other officer of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company as shall be designated by the Chief Executive Officer and President and/or Board. Employee shall report to the Board may from time Board, or to time directsuch other officer of the Company as shall be designated by the Board. (b) During the Employment Period, Employee shall report to the Board and shall devote such of his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, its current Company as is required to perform his duties and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) responsibilities hereunder. Employee shall perform his duties, duties and responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligentdiligent and professional manner, trustworthy, businesslike and efficient manner and shall agrees to comply with all of the policies of the Company’s current , including such policies with respect to legal compliance, conflicts of interest, confidentiality and procedures business ethics as are from time to time in all material respectseffect. During the Employment PeriodTerm, Employee shall not serve as an officer engage in any business activity which, in the reasonable judgment of the Board, conflicts or director ofinterferes with the duties and responsibilities of Employee hereunder, whether or otherwise perform services not such activity is pursued for compensation forgain, any profit or other entity pecuniary advantage, without the prior written consent approval of the BoardCompany or engage in or be employed by any other business; provided provided, however, that the foregoing provisions of this Section 2 shall not limit or prohibit Employee may serve from (i) engaging in community, charitable and social activities, personal investment activities and the endeavors set forth on Exhibit A attached hereto, in each case not interfering with the Employee’s performance and obligations hereunder or (ii) engaging (including as an officer employee) in any business or director ofother activities on behalf of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., members of his family and entities owned or otherwise participate incontrolled by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, purely educational▇▇. or members of his family. For the avoidance of doubt, welfarethis Section 2 shall not limit or prohibit Employee from providing services to or for the benefit of the ▇▇▇▇▇▇▇▇ Entities pursuant to the Second Amended and Restated Service Agreement dated as of March 1, social2005 by and among the Company and the ▇▇▇▇▇▇▇▇ Entities (as defined therein), religious or civic organizations so long as such activities do not interfere with Employee’s employmentamended from time to time. (dc) For Employee acknowledges and agrees that Employee owes a duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Company and to do no act that would injure the business, interests, or reputation of the Company or any of its Affiliates. In keeping with these duties, Employee shall make full disclosure to the Company of all significant business opportunities pertaining to the Company’s business and shall not appropriate for Employee’s own benefit business opportunities concerning the subject matter of the fiduciary relationship. Except as set forth in Section 5(d)(ii), for purposes of this Agreement, the term “SubsidiariesAffiliate” shall mean any corporation an individual or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Companythat, directly or indirectly through one or more Subsidiariesintermediaries, controls or is controlled by or is under common control with a specified individual or entity.

Position and Duties. (a) During the Employment Period, Employee Executive shall serve as Chief Executive Officer the Senior Vice President Operations of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority of a Chief Executive Officerthe Senior Vice President Operations, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power and authority of the Company’s board of directors (Board or the “Board”) Chief Executive Officer to expand or limit such duties, responsibilities, functions and authority, authority and to override overrule actions of the officers and employees of the Company. During the Employment Period, Employee Executive shall render such administrative, financial and other executive and managerial services to ▇▇▇▇▇▇▇ and its Subsidiaries which are consistent with Executive’s position as the Company as Board or the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee Executive shall report to the Board and the Chief Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, ▇▇▇▇▇▇▇ and its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee . Executive shall perform his duties, responsibilities and functions to the Company ▇▇▇▇▇▇▇ and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike professional and efficient manner and shall comply with the Company’s current and its Subsidiaries’ policies and procedures in all material respects. During the Employment Period, Employee Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity (except AMF Partners LLC, a limited liability company involved in investments) without the prior written consent of the Board; provided that Employee Executive may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with EmployeeExecutive’s employment. (dc) For purposes of this Agreement, “Subsidiaries” shall mean mean, with respect to any corporation Person, any corporation, limited liability company, partnership, association, or other business entity of which the securities or other ownership interests having the voting power to elect (i) if a corporation, a majority of the board total voting power of directors shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or other governing body are, trustees thereof is at the time of determination, owned by the Companyor controlled, directly or through indirectly, by that Person or one or more Subsidiariesof the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of the Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control any managing director or member or general partner of such limited liability company, partnership, association, or other business entity. For purposes of this Agreement, “Person” shall mean an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a governmental entity or any department, agency, or political subdivision thereof.

Position and Duties. (a) During Employee's employment hereunder, he shall serve as the Employment PeriodCompany's Chief Executive Officer, and shall perform such employment duties as the Company shall assign to him from time to time. In addition, Employee shall serve as Chief Executive Officer the Chairman of the Board of Directors of the Company, upon his nomination and election, or appointment, in accordance with the Company's by laws. Employee also agrees to serve on the ▇▇▇▇▇▇▇▇▇▇.▇▇▇ Board of Directors immediately upon appointment by the Board of Directors of ▇▇▇▇▇▇▇▇▇▇.▇▇▇ ("NetAmerica Board") to serve the remaining term of a vacant position on such Board. Thereafter, it is expected that the NetAmerica Board will recommend to the shareholders Employee's election at the annual meeting to serve a full term on the Board. Upon termination of Employee's employment, for whatever reason, Employee agrees to resign immediately from the Boards of Directors of the Company and its Subsidiaries, ▇▇▇▇▇▇▇▇▇▇.▇▇▇. Employee agrees to serve the Company faithfully and shall have the normal duties, responsibilities, functions and authority of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power best of the Company’s board of directors (the “Board”) to expand or limit such duties, responsibilities, functions and authority, his ability and to override actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee shall report to the Board and shall devote his best full time, attention and efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the CompanyCompany during the term of his employment. Employee hereby confirms that he is under no contractual commitments inconsistent with his obligations set forth in this Agreement. Employee agrees that, its current and futureduring the term of this Agreement, direct and indirecthe will not render or perform any services for any corporation, Subsidiariesfirm, parentsentity or person, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions to other than the Company and its Subsidiaries hereunder to the best of his abilities in a diligent▇▇▇▇▇▇▇▇▇▇.▇▇▇, trustworthy, businesslike and efficient manner and shall comply with the Company’s current policies and procedures in all material respects. During the Employment Period, Employee shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided Company, except that Employee may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities shall be entitled without prior written consent to hold positions on the Board of Directors of entities that do not interfere compete with Employee’s employment. (d) For purposes the Company. Employee has, as of the date of this Agreement, “Subsidiaries” shall mean any corporation or other entity disclosed to the Board of which the securities or other ownership interests having the voting power to elect a majority Directors of the board Company the positions Employee currently holds on other Boards of directors or other governing body areDirectors, at and the time of determination, owned by the Company, directly or through one or more SubsidiariesCompany has consented to such positions.

Position and Duties. (a) During As CFO, Executive shall perform the Employment Period, Employee shall serve as Chief Executive Officer of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions responsibilities and authority of a Chief Executive Officercustomarily associated with such position as the Company’s senior financial officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to including responsibility for the power overall management of the Company’s board of directors (the “Board”) to expand or limit such duties, responsibilities, functions financial matters and authority, and to override actions of the officers and employees of the Companycapital strategy. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee shall report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder agrees to the best of his abilities in a diligent, trustworthy, businesslike ability and efficient manner experience that he will loyally and shall comply with conscientiously perform all of his duties and obligations to the Company’s current policies and procedures in all material respects. During Executive’s employment, Executive further agrees that he (i) will devote substantially all of his business time and attention to the Employment Periodbusiness of the Company; (ii) will not render commercial or professional services of any nature to any person or organization, Employee shall whether or not serve as an officer or director offor compensation, or otherwise perform services for compensation for, any other entity without the prior written consent of the BoardCEO, which (subject to the Company’s Corporate Governance Guidelines as referred to below) will not be unreasonably withheld; provided and (iii) will not directly or indirectly engage or participate in any business or activity that Employee may serve as an officer is competitive in any manner with the business of the Company. Nothing in this Agreement will prevent Executive from: (A) serving on advisory boards or director ofboards of charitable organizations, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do service does not unduly interfere with Employeethe performance of Executive’s employment. duties to the Company; or (dB) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of serving on the board of directors of a private company of which Executive is currently a member and has disclosed to the Company; or other governing body are(C) serving on the board of directors of The Knot, at Incorporated. Note however that the time Company’s Corporate Governance Guidelines provide that no officer of determination, owned by the Company will accept or seriously discuss joining the board of any public or private for-profit company without first seeking the permission of the Corporate Governance and Nominating Committee of the Company. While Executive is an executive officer and director of the Company, directly or through one or more Subsidiariesthe Company will assist Executive in satisfying his reporting obligations under Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”). The period of Executive’s employment under this Agreement is referred to herein as the “Employment Term.”

Position and Duties. (a) During the Employment Period, Employee the Executive shall serve as President and Chief Executive Officer and shall, subject to the control of the Board of Directors (the "Board") and such supervisory powers given by the Board to the Chairman, if any, have general supervision, direction, and control of the business and the officers of the Company and its Subsidiariesshall report directly to the Board, and shall have such other duties consistent therewith as may be reasonably assigned to him from time to time by the normal dutiesBoard. As soon as practicable upon commencement of the Employment Period, responsibilities, functions and authority of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power Company's ability to comply with independence requirements, the Executive shall be appointed as a member of the Company’s board of directors (the “Board”) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee shall report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs all employees of the Company, its current and futureexcept the Executive Chairman, direct and indirect, Subsidiaries, parents, and related entities shall report directly or affiliates. (c) Employee shall perform his duties, responsibilities and functions indirectly to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner and shall comply with the Company’s current policies and procedures in all material respectsExecutive. During the Employment Period, Employee shall not serve as an officer or director of, or otherwise perform services the Executive will devote all of his professional time to his duties for compensation for, any other entity without the prior written consent of the BoardCompany; provided that Employee may serve the Executive shall not be precluded as an officer or director of, or otherwise participate in, purely educational, welfare, sociala result from performing services for charitable, religious or civic community organizations so long as to the extent that the performance of such activities do services (i) does not impair or interfere with Employee’s employment. Executive's duties to the Company, and (dii) For purposes are disclosed and approved, if and as required by, and are performed in a manner consistent with, the Company's policies and procedures, including its Code of this AgreementBusiness Conduct and Ethics, “Subsidiaries” Employee Handbook, and Conflict of Interest Guidelines, applicable to the Company from time to time (collectively, the "Company Policies"). The Executive shall mean any corporation or other entity of which at all times during the securities or other ownership interests having Employment Period comply with the voting power Company Policies, except to elect a majority of the board of directors or other governing body are, at the time of determination, owned extent expressly agreed otherwise in writing by the Company, directly or through one or more Subsidiaries.

Position and Duties. a. During the Employment Period (a) as defined below), Executive shall serve as Chief Financial Officer of the Company and shall have such duties and responsibilities as Executive is presently performing at the time of the execution of this Agreement and such other duties and responsibilities as are customarily assigned to individuals serving in such position. During the Employment Period, Employee Executive shall serve as also perform those other duties and responsibilities consistent with Executive’s position with the Company that may be assigned to him from time to time by the Chief Executive Officer (the “CEO”) and/or the Board of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power of the Company’s board of directors Directors (the “Board”) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Company. . b. During the Employment Period, Employee Executive shall render such services report to the Company CEO. In performing his duties and responsibilities for the Company, Executive shall comply with the policies and procedures as the Chief Executive Officer and President and/or the Board may adopted from time to time direct. (b) During the Employment Period, Employee shall report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner and shall comply with the Company’s current policies and procedures in all material respects. During the Employment Period, Employee shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided that Employee may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s employment. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly shall give the Company the benefit of his contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner, and shall devote all of his business time, attention, ability, knowledge, experience, skills, energy and best efforts exclusively to the performance of his duties and responsibilities for the Company. Executive hereby agrees to render his duties and responsibilities in such manner. c. During any Notice Period (as defined below) (whether given by the Company or through one Executive), the Company shall be under no obligation to assign any duties to Executive or more Subsidiariesto provide any work for him and shall be entitled to exclude him from its premises, provided that this shall not affect Executive’s entitlement to receive his Base Salary (as defined below) and regular benefits described in Section 3 during such Notice Period. Executive will not be in a position to commence employment with or provide any services to any other entity or person until such time as the Employment Period terminates.

Position and Duties. (a) During the Employment PeriodTerm, Employee the Executive shall serve as the Chief Executive Financial Officer of the Company, and shall have supervision and control over and responsibility for the day-to-day business and affairs of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions such other powers and authority of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power of the Company’s board of directors (the “Board”) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company duties as the Chief Executive Officer and President and/or the Board may from time to time direct. be prescribed by the Chief Executive Officer (b“CEO”) During of the Employment PeriodCompany, Employee shall report provided that such duties are consistent with the Executive’s position or other positions that he may hold from time to the Board and time. The Executive shall devote his best efforts and his full business working time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) efforts to the business and affairs of the Company. So long as Executive is employed by the Company, its current and futureExecutive shall not, direct and indirect, Subsidiaries, parentsother than as listed in Exhibit A, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner and shall comply with the Company’s current policies and procedures in all material respects. During the Employment Period, Employee shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board, accept other employment or perform other services for compensation or that interfere with Executive’s employment with the Company; provided provided, however, that Employee Executive may serve on other boards of directors, with the approval of the CEO, or may serve as an officer or director of, of or otherwise participate in, in purely educational, welfare, social, religious or religious, and civic organizations so long as such activities are not in competition with the Company or do not interfere with EmployeeExecutive’s employment. (d) For purposes of ability to carry out Executive’s duties under this Agreement. During the Term, “Subsidiaries” shall mean Executive agrees not to acquire, assume or participate in, directly or indirectly, any corporation position, investment or other entity of which interest known by the securities Executive to be adverse or other ownership interests having the voting power antagonistic to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, its business or prospects, its financial position, or otherwise or in any company, person or entity that is, directly or through one indirectly, in competition with the business of the Company or more Subsidiariesany of its affiliates. This provision shall encompass any advisory boards of which Executive is or becomes a member of during the term hereof. Executive shall provide written disclosure to the Compensation Committee (“Compensation Committee”) of the Company’s Board of Directors (the “Board”) as to all advisory boards on which Executive sits, and will provide the Company with written notice within 10 business days of Executive agreeing to sit on any additional advisory boards. On termination of Executive’s employment, regardless of the reason for such termination, Executive shall immediately (and with contemporaneous effect) resign any directorships, offices, or other positions that Executive may hold in the Company or any affiliate, unless otherwise agreed in writing by the parties.

Position and Duties. (a) During the Employment Period, Employee Executive shall serve as the Chief Executive Officer (including full profit and loss responsibility for the operation of the Company and its Subsidiaries, ) of the Company and shall have the normal duties, responsibilities, functions and authority of a the Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power and authority of the Company’s board Board of directors Directors of ▇▇▇▇▇▇▇ (the “Board”) to expand or limit such duties, responsibilities, functions and authority, authority and to override overrule actions of the officers and employees of the Company. During the Employment Period, Employee Executive shall also render such administrative, financial and other executive and managerial services to the Company ▇▇▇▇▇▇▇ and its Subsidiaries which are consistent with Executive’s position as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee Executive shall report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, ▇▇▇▇▇▇▇ and its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee . Executive shall perform his duties, responsibilities and functions to the Company ▇▇▇▇▇▇▇ and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike professional and efficient manner and shall comply with the Company’s current and its Subsidiaries’ policies and procedures in all material respects. During the Employment Period, Employee Executive shall not serve as an officer or director of, or otherwise perform services services, whether or not for compensation compensation, for, any other entity without the prior written consent of the Board; provided that Employee Executive may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with EmployeeExecutive’s employment. (dc) For purposes of this Agreement, “Subsidiaries” shall mean mean, with respect to any corporation Person, any corporation, limited liability company, partnership, association, or other business entity of which the securities or other ownership interests having the voting power to elect (i) if a corporation, a majority of the board total voting power of directors shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by the Person or one or more Subsidiaries of the Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control any managing director or member or general partner (or other governing body arebody) of such limited liability company, at the time partnership, association, or other business entity. For purposes of determinationthis Agreement, owned by the Company“Person” shall mean an individual, directly a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or through one a governmental entity or more Subsidiariesany department, agency, or political subdivision thereof.

Position and Duties. (a1) During Employment Period, Employee shall serve as Corporate Executive Chef and, in so doing, shall perform the normal duties associated with such position and such other duties as may be assigned from time to time by Employee’s Supervisor or the Company’s executive management. (2) During the Employment Period, Employee shall serve as Chief Executive Officer of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject agrees to the power of the Company’s board of directors (the “Board”) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee shall report to the Board and shall devote his best efforts and his full business working time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and to use his best efforts to perform faithfully, effectively and efficiently his duties. Employee covenants, warrants and represents that he shall: (i) devote his full and best efforts to the fulfillment of employment obligations; (ii) exercise the highest degree of fiduciary loyalty and care and the highest standards of conduct in the performance of his duties; (iii) endeavor to prevent any harm, in any way, to the business or reputation of the Company or its affiliates; and (iv) not engaged in any other business activity of any kind without the advance written consent of the Company, its current including any passive investments other than the ownership of publicly traded stock in an amount not to exceed three percent of the issued and future, direct and indirect, Subsidiaries, parents, and related entities or affiliatesoutstanding stock of the company. (c3) In keeping with Employee’s fiduciary duties to the Company, Employee agrees that he shall perform his dutiesnot, responsibilities and functions directly or indirectly, become involved in any conflict of interest, or upon discovery thereof, allow such a conflict to continue. Employee agrees that he shall promptly disclose to the Company and its Subsidiaries hereunder to the best any facts which might involve any reasonable possibility of his abilities in a diligent, trustworthy, businesslike and efficient manner and conflict of interest. Employee further agrees that he shall comply with abide by the Company’s current policies and procedures in all material respectsCode of Ethics, as may be amended from time to time. During the Employment Period, Employee shall not serve engage in any activities in competition with the Company or its affiliates or participate in any business, either as an officer employee, officer, director, shareholder or director ofcontractor, in competition with the Company or otherwise perform services for compensation forits affiliates. Further, during the Employment Period, Employee agrees not to engage in any other entity business or profession, directly or indirectly, without the prior written consent approval of the Board; provided that Employee may serve as Company, including any passive investments other than the ownership of publicly traded stock in an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do amount not interfere with Employee’s employmentto exceed three percent of the issued and outstanding stock of the company. (d4) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power Employee agrees to elect a majority of the board of directors or other governing body are, at the time of determination, owned by observe and company with the Company’s policies, directly practices, and procedures, as adopted or through one or more Subsidiariesamended from time to time.

Position and Duties. (a) During the Employment Period, Employee the Executive shall serve as Chief Executive Officer of the Company and its Subsidiaries, reporting directly to the Board and shall have the normal duties, responsibilities, functions and authority of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power of be the Company’s board of directors (the “Board”) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Companymost senior executive officer. During the Employment Period, Employee the Executive also shall render such services to the Company serve as the Chief Executive Officer of KKDC and President and/or the Board shall be KKDC’s most sen- ior executive officer. The Executive shall have such responsibilities, powers and duties as may from time to time direct. (b) be prescribed by the Board; provided that such responsibilities, powers and duties are substantially consistent with those customarily assigned to individuals serving in such position at comparable companies or as may be reasonably required for the proper conduct of the business of the Companies. As soon as practicable following the Effective Date, the Executive shall be appointed as a member of the Board. During the Employment Period, Employee shall report to the Board and Executive shall devote substantially all of his best efforts and his full business working time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) efforts to the business and affairs of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder Subsidiaries. The Executive shall not directly or indirectly render any services of a business, commercial or professional nature to any other person or organization not related to the best business of his abilities in a diligentthe Company or its Subsidiaries, trustworthy, businesslike and efficient manner and shall comply with the Company’s current policies and procedures in all material respects. During the Employment Period, Employee shall not serve as an officer or director of, or otherwise perform services whether for compensation foror otherwise, any other entity without the prior written consent approval of the Board; provided that Employee provided, however, the Executive may serve on the board of directors of one for-profit corporation with the prior approval of the Board, which will not be unreasonably withheld (and his service on the board of directors of E*trade Financial Corporation has such prior approval), and the Executive may serve as an officer a director of not-for-profit organizations or director ofengage in other charitable, civic or otherwise participate ineducational activities, purely educational, welfare, social, religious or civic organizations so long as such the activities described in this proviso do not interfere with Employeethe Executive’s employmentperformance of his duties hereunder or result in any conflict of interest with the Companies. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Employee Executive shall serve as the Chief Executive Financial Officer of the Company, and in connection therewith Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries, subsidiaries and shall have the normal duties, responsibilities, functions responsibilities and authority of a Chief Executive Officerwhich are consistent with Executive’s position, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power and authority of the Company’s board CEO and Board of directors Directors (the “Board”) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee Executive shall report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee ’s Board. Executive shall perform his duties, Executive’s duties and responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his Executive’s abilities in a diligent, trustworthy, businesslike and efficient manner manner. Executive shall devote Executive’s full business time, energies and shall comply with attention during customary business hours (except for permitted vacation periods and periods of illness or other temporary incapacity) to the business and affairs of the Company and its subsidiaries. So long as Executive is employed by the Company’s current policies and procedures in all material respects. During the Employment Period, Employee Executive shall not serve as an officer or director ofnot, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board, accept other employment or perform other services for compensation or that interfere with Executive’s employment with the Company; provided provided, however, that Employee Executive may serve as an officer or director of, of or otherwise participate in, in purely educational, welfare, social, religious or and civic organizations organizations, in each of the foregoing cases so long as such activities are not in competition with the Company or any of its subsidiaries and do not interfere with EmployeeExecutive’s employmentability to carry out Executive’s duties under this Agreement. (dc) For purposes of this AgreementExecutive shall comply with all lawful rules, “Subsidiaries” shall mean any corporation policies, procedures, regulations and administrative directions now or other entity of which hereafter reasonably established by the securities Board for officers or other ownership interests having the voting power to elect a majority employees of the board Company or any of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more Subsidiariesits subsidiaries.

Position and Duties. (a) During the Employment Period, The Employee shall serve as President and Chief Executive Officer of the Company. The Employee acknowledges that the Company, with the approval of a majority of the Board of Directors, may hire a new President and such hiring shall not constitute a breach of this Agreement by the Company and its Subsidiariesor constitute Good Reason. The Employee shall be subject to the supervision of, and shall have the normal duties, responsibilities, functions such authority and authority of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power of the Company’s board of directors (the “Board”) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services duties to the Company or its subsidiaries or affiliates, as are reasonably delegated to him, by the Board of Directors of the Company (the "Board") and such duties and responsibilities shall include those duties and responsibilities common to Presidents and Chief Executive Officer Officers of companies of like size and President and/or the Board may from time to time direct. (b) During the Employment Period, purpose. The Employee shall report to the Board and shall devote his best efforts full working time, energy and his full business time skill (reasonable absences for vacations and attention (except for permitted vacation periods and reasonable periods of illness or other incapacityexcepted) to the business and affairs of the CompanyCompany during the term of this Agreement as is necessary to perform the Employee's duties faithfully, its current competently and futurediligently. The Employee agrees to abide by the rules, direct regulations, instructions, personnel practices and indirectpolicies of the Company and any Company affiliate or subsidiary for or with which the Employee conducts any business, Subsidiariesas they may be changed, parentsamended or adopted from time to time. Upon approval by the Board, and related entities which approval shall not be unreasonably withheld, the Employee may devote reasonable periods of time to serving on the Boards of Directors of other companies or affiliates. (c) Employee shall perform organizations, so long as such service does not unreasonably interfere with his duties, responsibilities and functions duties to the Company and its Subsidiaries hereunder to the best does not constitute a conflict of his abilities in a diligent, trustworthy, businesslike and efficient manner and shall comply with the Company’s current policies and procedures in all material respects. During the Employment Period, Employee shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided that Employee may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s employment's interests. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Employee Executive shall serve as Executive Vice President and Chief Executive Financial Officer and as a member of the Office of the Chairman of the Company, and in such other position or positions with the Company or its affiliates commensurate with such position and his experience as the Board of Directors of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power of the Company’s board of directors (the “"Board”") shall from time to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Companytime specify. During the Employment Period, Employee Executive shall render have the duties, responsibilities and obligations customarily assigned to individuals serving in the position or positions in which Executive serves hereunder and such services to the Company other duties, responsibilities and obligations as the Chief Executive Officer and President and/or the Board may shall from time to time direct. (b) During the Employment Period, Employee shall report to the Board and specify commensurate with such positions. Executive shall devote his best efforts and his full business time and attention (to the services required of him hereunder, except for permitted vacation periods time and reasonable periods of illness absence due to sickness, personal injury or other incapacity) disability, and shall use his best efforts, judgment, skill and energy to perform such services in a manner consonant with the duties of his position and to improve and advance the business and affairs interests of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner and shall comply with the Company’s current policies and procedures in all material respectsaffiliates. During the Employment Period, Employee Executive shall not serve comply with the Code of Corporate Conduct of the Company. Unless and to the extent inconsistent with the terms of any published Company policy or code of conduct as an officer or director ofin effect on the date hereof and as hereafter amended, or otherwise perform services for compensation for, nothing contained herein shall preclude Executive from (a) serving on the board of directors of any other entity without business corporation with the prior written consent of the Board; provided that Employee may serve as an officer or director , (b) serving on the board of, or otherwise participate inworking for, purely educationalany charitable or community organization, welfareor (c) pursuing his personal financial and legal affairs, social, religious or civic organizations so long as such activities the foregoing activities, individually or collectively, do not interfere with Employee’s employment. (d) For purposes the performance of this Agreement, “Subsidiaries” shall mean Executive's duties hereunder or violate any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board provisions of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more SubsidiariesSection 9 hereof.

Position and Duties. (a) During the Employment Period, Employee the Executive shall serve as Chief Executive Officer EXECUTIVE VICE PRESIDENT, SALES AND MARKETING of the Company and its Subsidiaries, and shall have the normal duties, such responsibilities, functions duties and authority as set forth in the Bylaws of a the Company and such additional responsibilities, duties and authority as the Company's President and Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power of Officer or the Company’s board 's Board of directors Directors (the “"Board”") shall determine from time to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Companytime. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee shall report to the Board Company's President and Chief Executive Officer or the Chief Executive Officer's designee. The Executive shall fully comply with the Company's Worldwide Code of Legal and Ethical Business Conduct as in effect from time to time, or any successor or similar Code. The Executive shall devote substantially all his best efforts and his full business working time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) efforts to the business and affairs of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder shall use his best efforts to the best of carry out his abilities responsibilities faithfully and efficiently in a diligentprofessional and ethical manner. Notwithstanding the foregoing, trustworthy, businesslike and efficient manner and shall comply with the Company’s current policies and procedures in all material respects. During it is understood that during the Employment Period, Employee shall subject to any conflict of interest policies of the Company and Section 9, the Executive may (a) serve in any capacity with any civic, charitable, educational or professional organization provided that such service does not serve as an officer or director ofmaterially interfere with his duties and responsibilities to the Company, or otherwise perform services for compensation for(b) make and manage personal investments of his choice, any other entity without and (c) with the prior written consent of the Board; provided that Employee may Company's President and Chief Executive Officer, which shall not be unreasonably withheld, serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s employment. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of on the board of directors or other governing body are, at of one (1) for-profit business enterprise. The Executive may serve from time to time as a director and /or member of a committee of the time Company and/or as a director and/or member of determination, owned by the Company, directly or through a committee and/or officer of one or more Subsidiariessubsidiaries or related or affiliated companies or joint ventures of the Company. The Executive agrees to fulfill his duties as such director, member of committee or officer without additional compensation other than the compensation provided for in this Agreement.

Position and Duties. (a) During the Employment Period, Employee the Executive shall serve initially as Chief Executive Officer the Senior Vice President Corporate Development and General Counsel of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions responsibilities and authority of a Chief Executive Officerthe Senior Vice President of Corporate Development and General Counsel, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power of the Company’s board of directors of the Company (the “Board”"BOARD") to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services powers delegated to the Company as Executive's superiors (if any) by the Chief Executive Officer and President and/or the Board may from time to time directBoard. (b) During the Employment Period, Employee The Executive shall report to the Board or its designee, and the Executive shall devote his best efforts and substantially all of his full business time time, attention and attention energies (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder (as defined below). The Executive shall perform his duties and responsibilities to the best of his abilities in a diligent, trustworthy, and businesslike and efficient manner and shall comply with the Company’s current policies and procedures in all material respectsmanner. During the Employment Period, Employee the Executive shall not serve as an officer or director ofengage in any business activity which, or otherwise perform services for compensation for, any other entity without in the prior written consent reasonable judgment of the Board, materially conflicts with the duties of the Executive hereunder, whether or not such activity is pursued for gain, profit or other pecuniary advantage; provided PROVIDED, HOWEVER, that Employee nothing herein is intended to prohibit Executive from managing his own investment portfolio; PROVIDED, FURTHER, HOWEVER, that the Company acknowledges that the Executive may serve as an officer or director ofdevote such time that Executive deems appropriate to his real estate and law enterprise, or otherwise participate inincluding, purely educationalwithout limitation, welfarehis "of counsel" relationship with Buchalter, socialNemer, religious or civic organizations Fields & Younger, so long as such activities do not interfere with Employee’s employmentExecutive shall at all times adequately fulfill his obligations pursuant to this Section 2(b). (dc) For purposes of this Agreement, “Subsidiaries” (i) "SUBSIDIARIES" shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of voting power in electing directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more Subsidiaries; and (ii) "PERSON" shall be construed broadly and shall include, without limitation, an individual, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, a limited liability company and a governmental entity or any department or agency thereof.

Position and Duties. (a) During the Employment Period, Employee Executive shall serve as the Chief Executive Financial Officer of the Company, subject to the power of the Board of Directors of the Company and its Subsidiaries, and shall have (the normal duties, responsibilities, functions and authority “Board”) or officers of a Chief Executive Officer, provided that Employeethe Company assigned by the Board to expand or limit Executive’s duties, responsibilities, functions and authority are all subject to the power in a manner appropriate for an executive of the Company’s board of directors (the “Board”) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time directtitle at a similarly sized company. (b) During the Employment Period, Employee Executive shall report to the President or such other senior officer of the Company as directed by the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, Company and its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee . Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner and shall comply with manner. Executive shall, if so requested by the Company’s current policies and procedures in all material respects. During the Employment Period, Employee shall not also serve without additional compensation, as an officer officer, director or director of, manager of any Subsidiary or otherwise perform services for compensation for, any other entity without the prior written consent Affiliate of the Board; provided that Employee Company. Executive may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or spend time engaging in activities on behalf of charitable and/or civic organizations (including serving on the boards of such charitable and/or civic organizations) so long as such activities do services does not interfere with Employee’s employmentprevent Executive from performing his obligations under this Agreement. (dc) For purposes of this Agreement, (i) “Subsidiaries” shall mean means any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more SubsidiariesSubsidiaries and (ii) “Affiliate” of an entity means any other person or entity, directly or indirectly controlling, controlled by or under common control with an entity.

Position and Duties. (a) During the Employment Period, Employee Executive shall serve as Chief Executive Officer an executive officer of the Company and its SubsidiariesCompany, and shall have the normal duties, responsibilities, functions responsibilities and authority of a Chief Executive Officerhe has had in the past serving in such position, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power of the Company’s board Board of directors Directors of the Company (the “"Board”") to expand or limit such duties, responsibilities, functions responsibilities and authority, and to override actions of either generally or in specific instances. Executive shall have the officers and employees title Vice President of the Company, subject to the power of the Board to change such title from time to time. During the Employment Period, Employee Executive shall render such services to also serve as a director of any affiliate of the Company designated by the Board for so long as the Chief Executive Officer and President and/or the Board may from time causes him to time directbe elected to such position. (b) Executive shall report to the President of the Company (the "President"). (c) During the Employment Period, Employee shall report to the Board and Executive shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, its current subsidiaries and futureaffiliates except for permitted vacation periods, direct reasonable periods of illness or other incapacity and, provided such activities do not exceed those in which Executive has engaged in the past, participation in charitable and indirectcivic endeavors, Subsidiariesservice on boards of directors, parentsservice for or on behalf of members of the ▇▇▇▇▇▇ Group (as defined in the Company's Restated Certificate of Incorporation, as amended) and related entities or affiliates. (c) Employee management of Executive's personal investments and business interests. Executive shall perform his duties, duties and responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner and shall comply with the Company’s current policies and procedures in all material respects. During the Employment Period, Employee shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided that Employee may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s employmentmanner. (d) For purposes of this AgreementExecutive shall perform his duties and responsibilities principally in the Chicago metropolitan area, “Subsidiaries” and shall mean not be required to travel outside that area any corporation or other entity of which more extensively than he has done in the securities or other ownership interests having past in the voting power to elect a majority ordinary course of the board business of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Employee Executive shall serve as the Chief Commercial Officer of ▇▇▇▇▇▇▇▇, with such responsibilities, duties and authority normally associated with such position and as may from time to time be assigned to Executive by the Chief Executive Officer of ▇▇▇▇▇▇▇▇ or by the Company and its SubsidiariesBoard of Directors of Holdings or an authorized committee thereof (in any case, and shall have the normal duties, responsibilities, functions and authority of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power of the Company’s board of directors (the “Board”) consistent with Executive’s position as Chief Commercial Officer of ▇▇▇▇▇▇▇▇. Executive shall report to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer of ▇▇▇▇▇▇▇▇ at the Company’s executive offices located in New York, New York. The Parties acknowledge and President and/or agree that as of the Board Start Date, Executive shall reside in Florida, provided, however, that the Company may from in the future require Executive to relocate his primary residence to the New York area, upon reasonable notice to him, which shall not constitute a breach of this Agreement. Until such time as the Company may request Executive to time direct. (b) During the Employment Periodrelocate, Employee shall it is expected that Executive will report to work in the Board and New York offices three times per week each week of the Term. Executive shall devote his best efforts and his full business substantially all of Executive’s working time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) efforts to the business and affairs of the Company, ▇▇▇▇▇▇▇▇ (which shall include service to its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (csubsidiaries without additional compensation therefor) Employee shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner and shall comply with the Company’s current policies and procedures not engage in all material respects. During the Employment Period, Employee shall not serve as an officer outside business activities (including serving on outside boards or director of, or otherwise perform services for compensation for, any other entity committees) without the prior written consent of the Board; , provided that Employee may Executive shall be permitted to (i) manage Executive’s personal, financial and legal affairs, (ii) participate in charitable, religious, civic, community, industry or trade organizations or associations, and (iii) serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s employment. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of on the board of directors of not-for-profit or tax-exempt organizations, in each case, subject to compliance with this Agreement and any other governing body areagreement between Executive and Holdings, at the time Company and/or any of determinationits subsidiaries, owned and provided that such activities, individually or in the aggregate, do not materially interfere with Executive’s performance of Executive’s duties and responsibilities hereunder. Executive agrees to observe and comply with the rules and policies of the Company as adopted by the CompanyCompany from time to time, directly in each case as amended from time to time, as set forth in writing, and as delivered or through one or more Subsidiariesmade available to Executive (each, a “Policy”).

Position and Duties. (a) During the Employment Period, Employee shall serve as the Chief Executive Officer of Financial Officer, and in connection therewith Employee shall render services to the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions responsibilities and authority of a Chief Executive Officer, provided that which are consistent with Employee’s dutiesposition, responsibilities, functions and authority are all subject to the power and authority of the Company’s board officers and the Board of directors Directors of the Company (the “Board”) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee shall report to the Board and Chief Executive Officer (or such other person as shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to be designated by the business and affairs of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Board). Employee shall perform his duties, Employee’s duties and responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his Employee’s abilities in a diligent, trustworthy, businesslike and efficient manner Employee shall devote Employee’s full business time, energies and shall comply with attention (except for permitted vacation periods and periods of illness or other temporary incapacity) to the business and affairs of the Company’s current policies and procedures in all material respects. During However, Employee may seek approval for external obligations from the Employment PeriodBoard by disclosing such activities on the Conflict of Interest Disclosure form attached hereto as Exhibit A. So long as Employee is employed by the Company, Employee shall not serve as an officer or director ofnot, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board, accept other employment or perform other services for compensation or that interfere with Employee’s employment with the Company; provided provided, however, that Employee may serve as an officer or director of, of or otherwise participate in, in purely educational, welfare, social, religious or and civic organizations so long as such activities are not in competition with the Company or do not interfere with Employee’s employmentability to carry out Employee’s duties under this Agreement. (c) Employee shall comply with all lawful rules, policies, procedures, regulations and administrative directions now or hereafter reasonably established by the Board for employees of the Company. (d) For purposes The Company shall have the right to assign Employee new duties and to change Employee’s title subject to Section 4 of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Employee the Executive shall serve as Chief Executive Officer VICE PRESIDENT AND GENERAL MANAGER, MOBILE ELECTRONICS of the Company and its Subsidiaries, and shall have the normal duties, such responsibilities, functions duties and authority as set forth in the Bylaws of a the Company and such additional responsibilities, duties and authority as the Company's President and Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power of Officer or the Company’s board 's Board of directors Directors (the “"Board”") shall determine from time to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Companytime. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee shall report to the Board Company's Executive Vice President and Chief Operating Officer or designee. The Executive shall fully comply with the Company's Worldwide Code of Legal and Ethical Business Conduct as in effect from time to time, or any successor or similar Code. The Executive shall devote substantially all his best efforts and his full business working time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) efforts to the business and affairs of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder shall use his best efforts to the best of carry out his abilities responsibilities faithfully and efficiently in a diligentprofessional and ethical manner. Notwithstanding the foregoing, trustworthy, businesslike and efficient manner and shall comply with the Company’s current policies and procedures in all material respects. During it is understood that during the Employment Period, Employee shall subject to any conflict of interest policies of the Company and Section 9, the Executive may (a) serve in any capacity with any civic, charitable, educational or professional organization provided that such service does not serve as an officer or director ofmaterially interfere with his duties and responsibilities to the Company, or otherwise perform services for compensation for(b) make and manage personal investments of his choice, any other entity without and (c) with the prior written consent of the Board; provided that Employee may Company's President and Chief Executive Officer, which shall not be unreasonably withheld, serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s employment. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of on the board of directors or other governing body are, at of one (1) for-profit business enterprise. The Executive may serve from time to time as a director and /or member of a committee of the time Company and/or as a director and/or member of determination, owned by the Company, directly or through a committee and/or officer of one or more Subsidiariessubsidiaries or related or affiliated companies or joint ventures of the Company. The Executive agrees to fulfill his duties as such director, member of committee or officer without additional compensation other than the compensation provided for in this Agreement.

Position and Duties. (a) During the Employment Period, Employee Executive shall serve as Chief Executive Officer the President and CEO of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority authorities customarily exercised by the President and CEO of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions company of similar size and authority are all subject to the power of the Company’s board of directors (the “Board”) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of nature as the Company. During the Employment Period, Employee Executive shall render such administrative, financial and other executive and managerial services to the Company and its affiliates which are consistent with Executive’s position, as the Chief Executive Officer and President and/or Board of Directors of the Board Company (the “Board”) may from time to time direct. (b) During the Employment Period, Employee Executive shall report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee . Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike professional and efficient manner and shall comply with the Company’s current policies and procedures in all material respects. In performing his duties and exercising his authority under this Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board. During the Employment Period, Employee Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided that Employee . Executive may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or and civic organizations so long as such activities do not interfere with EmployeeExecutive’s employment. . Nothing contained herein shall preclude Executive from (di) For purposes engaging in charitable and community activities; (ii) participating in industry and trade organization activities; (iii) managing his and his family’s personal investments and affairs; and (iv) delivering lectures, fulfilling speaking engagements or teaching at educational institutions; provided, that such activities do not materially interfere with the regular performance of his duties and responsibilities under this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Employee Executive shall serve as Chief Executive Officer the President of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority of a Chief Executive Officerthe President, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power and authority of the Company’s board of directors (Board or the “Board”) Chief Executive Officer to expand or limit such duties, responsibilities, functions and authority, authority and to override overrule actions of the officers and employees of the Company. During the Employment Period, Employee Executive shall render such administrative, financial and other executive and managerial services to ▇▇▇▇▇▇▇ and its Subsidiaries which are consistent with Executive's position as the Company as Board or the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee Executive shall report to the Board and the Chief Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, ▇▇▇▇▇▇▇ and its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee . Executive shall perform his duties, responsibilities and functions to the Company ▇▇▇▇▇▇▇ and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike professional and efficient manner and shall comply with the Company’s current 's and its Subsidiaries' policies and procedures in all material respects. During the Employment Period, Employee Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided that Employee Executive may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s Executive's employment. (dc) For purposes of this Agreement, “"Subsidiaries” " shall mean mean, with respect to any corporation Person, any corporation, limited liability company, partnership, association, or other business entity of which the securities or other ownership interests having the voting power to elect (i) if a corporation, a majority of the board total voting power of directors shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or other governing body are, trustees thereof is at the time of determination, owned by the Companyor controlled, directly or through indirectly, by that Person or one or more Subsidiariesof the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of the Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control any managing director or member or general partner of such limited liability company, partnership, association, or other business entity. For purposes hereof, "Person" shall mean an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a governmental entity or any department, agency, or political subdivision thereof.

Position and Duties. (a) During the Employment Period, Employee the Executive shall serve as Chairman of the Board of Directors of Tronox Incorporated and Chief Executive Officer of the Company and its SubsidiariesCompany, and in the event of any corporate transaction or reorganization, the Chairman of the Board of Directors to any successor to substantially all of the assets and businesses of Tronox Incorporated and Chief Executive Officer of any successor to substantially all of the assets and businesses of the Company in accordance with Section 14 of this Agreement. In such capacity, the Executive shall have the normal duties, responsibilities, functions responsibilities and authority authorities customarily associated with the position of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions Chairman and authority are all subject to the power of the Company’s board of directors (the “Board”) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer in a company the size and President and/or nature of Tronox Incorporated and the Board may from time to time direct. (b) During the Employment PeriodCompany, Employee shall report to the Board and respectively. The Executive shall devote his the Executive’s reasonable best efforts and his full substantially all of the Executive’s business time to the performance of the Executive’s duties hereunder and attention (except for permitted vacation periods and reasonable periods the advancement of illness or other incapacity) to the business and affairs of the Company, its current Company and future, direct and indirect, Subsidiaries, parentsshall be subject to, and related entities or affiliates. (c) Employee shall perform his dutiescomply in all material respects with, responsibilities and functions to the policies of the Company and its Subsidiaries hereunder the Company Affiliates applicable to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner and shall comply with the Company’s current policies and procedures in all material respects. During the Employment Period, Employee shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the BoardExecutive; provided that Employee may the Executive shall be entitled (i) to serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s employment. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority member of the board of directors of a reasonable number of other companies, subject to the advance approval of the Board of Directors of the Company (the “Board”), which approval shall not be unreasonably withheld, (ii) to serve on civic, charitable, educational, religious, public interest or other governing body arepublic service boards, at and (iii) to manage the time of determinationExecutive’s personal and family investments, owned in each case, to the extent such activities do not materially interfere, as determined by the CompanyBoard in good faith, directly or through one or more Subsidiarieswith the performance of the Executive’s duties and responsibilities hereunder.

Position and Duties. (a) During the Employment Period, Employee Executive shall serve as the President and Chief Executive Officer (“CEO”) of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority authorities customarily exercised by the President and CEO of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions company of similar size and authority are all subject to the power of the Company’s board of directors (the “Board”) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of nature as the Company. During the Employment Period, Employee Executive shall render such administrative, financial and other executive and managerial services to the Company and its affiliates which are consistent with Executive’s position, as the Chief Executive Officer and President and/or Board of Directors of the Board Company (the “Board”) may from time to time direct. (b) During the Employment Period, Employee Executive shall report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee . Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike professional and efficient manner and shall comply with the Company’s current policies and procedures in all material respects. In performing his duties and exercising his authority under this Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board. During the Employment Period, Employee Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided that Employee . Executive may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or and civic organizations so long as such activities do not interfere with EmployeeExecutive’s employment.. Nothing contained herein shall preclude Executive from (i) engaging in charitable and community activities; (ii) participating in industry and trade organization activities; (iii) managing his and his family’s personal investments and (div) For purposes delivering lectures, fulfilling speaking engagements or teaching at educational institutions; provided, that such activities do not materially interfere with the regular performance of his duties and responsibilities under this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Employee Executive shall serve as Chief Executive Officer the Vice President and General Manager, Powered Vehicles Group of the Company and its Subsidiaries, (such “Group” being also referred to herein as the “Division”) and shall have the normal duties, responsibilities, functions and authority customarily associated with such position and such other duties and responsibilities as may be assigned from time to time to Executive by the President, Business Divisions of a Chief Executive Officerthe Company, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power and authority of the Company’s board Chief Executive Officer, Board of directors Directors (the “Board”) and Executive Committee of the Board (the “Executive Committee”) to expand or limit such duties, responsibilities, functions and authority, authority and to override overrule actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee Executive shall report to the Board Company’s President, Business Divisions and Executive shall devote his best efforts and his full business Executive’s full-time energies and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, Company and its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee . Executive shall perform his Executive’s duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike professional, ethical and efficient manner and shall comply with the Company’s current policies and procedures of the Company and its Subsidiaries and will cooperate fully with the Board in all material respectsthe advancement of the best interests of the Company. During So long as Executive is employed by the Employment PeriodCompany or any Subsidiary, Employee Executive shall not serve not, except as an officer provided herein or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided , render to any other person, corporation, firm, company, joint venture or other entity any services of any kind for compensation, or engage in any other activity, that Employee would compete with the Company or its Subsidiaries, and/or interfere with the performance of Executive’s duties for the Company and its Subsidiaries. Notwithstanding, Executive may engage in charitable, civic, fraternal and trade association activities that do not interfere materially with Executive’s obligations to the Company or any Subsidiary. Further, nothing in this Agreement shall limit Executive’s ability to: (i) serve as an officer or director ofa member of any board of directors for any non-profit organization, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do membership does not interfere materially or conflict with EmployeeExecutive’s employmentobligations to the Company or any Subsidiary; or (ii) as otherwise agreed by the Board in writing. Executive represents and warrants that Executive does not now, and will not during the Term of employment hereunder, have any financial interest in any competitor, supplier or customer of the Company or its Subsidiaries; provided that passive ownership (i.e., Executive does not directly or indirectly participate in the business or management of the applicable entity) of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange shall not be deemed to be a financial interest in a competitor, supplier or customer of the Company or its Subsidiaries. (dc) For purposes of this Agreement, “SubsidiariesSubsidiary” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determinationnow or hereafter, owned directly or indirectly by the Company, directly or through one or more Subsidiaries.

Position and Duties. (a) During the Employment PeriodEmployer agrees to employ Executive, Employee shall serve and Executive agrees to serve, as President and Chief Executive Officer (“CEO”) of the Company and, upon its formation, of the Bank. Executive acknowledges that the business of the Bank shall be the operation of a depository financial institution, including, without limitation, the solicitation and acceptance of deposits of money and commercial paper, the solicitation and funding of loans, and the provision of other banking services, and any other related business engaged in by the Bank or any business entity controlled by, controlling or under common control with the Bank. Executive acknowledges that the business of the Company shall be to own the Bank and to provide resources therefor, and to own such other subsidiaries as the Company properly forms or acquires from time to time, if any. Executive will have such executive or managerial duties for the Company and the Bank as are specified in the then-current by-laws, or by the Board of Directors, of the respective organization. Further, Executive agrees to serve, without additional compensation, if elected, in any other senior executive position of the Company or the Bank that may be reasonably required of him, including as a Director of the Company and its Subsidiariesthe Bank, and as an Officer or Director or both of any subsidiary or affiliate of the Company or the Bank in accordance with Section 7 below. Executive, shall have at all times, comply with all laws, rules and regulations which maybe applicable to the normal dutiesBank and/or the Company. Executive shall devote his full-time and best efforts to his employment with the Employer and shall apply substantially that degree of skill and diligence in rendering services to the Company, responsibilitiesits subsidiaries and the Bank as would be applied by a person of ordinary prudence and comparable experience under similar circumstances. In connection therewith, functions Executive shall report to and authority of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all be subject to the power direction of the Company’s, and after its formation the Bank’s, Board of Directors. Notwithstanding the foregoing, Executive may devote a reasonable amount of his time to his personal investments and business affairs (including service as a director of unaffiliated companies) and to civic and charitable activities; provided, however, Executive shall not accept any position as a director of any unaffiliated for-profit business organization without the prior approval of the Company’s board Board of directors (the “Board”) to expand or limit such dutiesDirectors, responsibilities, functions and authority, and to override actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee shall report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner and shall comply with the Company’s current policies and procedures in all material respects. During the Employment Period, Employee which approval shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided that Employee may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s employmentbe unreasonably withheld. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more Subsidiaries.

Position and Duties. Upon the terms and subject to the conditions set forth in this Agreement, for the period commencing on the date hereof and continuing until terminated in accordance with the terms of this Agreement (a) During the Employment Period“Term”), Employee shall serve the Company hereby agrees to employ the Executive, and the Executive hereby accepts employment with the Company to serve, as its Chief Executive Officer reporting to the Board of Directors of the Company. Notwithstanding the foregoing or anything else contained herein, this Agreement shall not be construed as an agreement, either expressed or implied, to employ Executive for any stated term, and shall in no way alter the Company’s policy of employment at will, under which both Executive and the Company remain free to terminate the employment relationship, with or without Cause or Good Reason (each as defined below), at any time, with or without notice. During the Term, the Executive shall be employed by the Company on a full-time basis and shall perform the duties and responsibilities of his position and such other duties and responsibilities on behalf of the Company and its SubsidiariesAffiliates (as defined below), and shall have reasonably related to that position, as may be designated from time to time by the normal duties, responsibilities, functions and authority Board of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power of the Company’s board of directors Directors (the “Board”) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Company, the Chair of the Board or other designee of the Board. During the Employment PeriodTerm, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee shall report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods his best efforts, business judgment, skill and reasonable periods knowledge exclusively to the advancement of illness or other incapacity) to the business and affairs interests of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder Affiliates and to the best discharge of his abilities in a diligent, trustworthy, businesslike duties and efficient manner and shall comply with the Company’s current policies and procedures in all material respectsresponsibilities hereunder. During the Employment Period, Employee The Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, engage in any other entity without business activity or serve in any industry, trade, professional, governmental or academic position during the prior written consent Term, except as may be expressly approved in advance by the Board. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Board; provided that Employee Company and any changes therein which may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s employment. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power be adopted from time to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Employee Executive shall serve as the Chief Executive Financial Officer of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority of a customarily associated with such position and such other duties and responsibilities as may be assigned from time to time to Executive by the Chief Executive OfficerOfficer of the Company, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power and authority of the Company’s board Board of directors Directors (the “Board”) or the Executive Committee of the Board (the “Executive Committee”) to expand or limit such duties, responsibilities, functions and authority, authority and to override overrule actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee Executive shall report to the Board Chief Executive Officer of the Company, and Executive shall devote his best efforts and his full business Executive’s full-time energies and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, Company and its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee . Executive shall perform his Executive’s duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike professional and efficient manner and shall comply with the Company’s current policies and procedures of the Company and its Subsidiaries and will cooperate fully with the Board and the Executive Committee in all material respectsthe advancement of the best interests of the Company. During So long as Executive is employed by the Employment PeriodCompany, Employee Executive shall not serve not, except as an officer provided herein or director of, or otherwise perform services for compensation for, any other entity without with the prior written consent of the Board; provided , render to any other person, corporation, firm, company, joint venture or other entity any services of any kind for compensation, or engage in any other activity that Employee would interfere with the performance of Executive’s duties for the Company and its Subsidiaries. Notwithstanding the foregoing, Executive may engage in charitable, civic, fraternal and trade association activities that do not interfere materially with Executive’s obligations to the Company. A schedule of activities of the nature referenced in this paragraph 2(b) in which Executive is currently engaged is set forth on Schedule A attached hereto and Executive’s continued participation in such entities shall not be considered a violation of this paragraph 2(b). Further, nothing in this Agreement shall limit Executive’s ability to: (i) serve as an officer or director ofa member of any board of directors for any non-profit organization, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do membership does not interfere materially or conflict with EmployeeExecutive’s employmentobligations to the Company; (ii) manage passive, non-competitive personal investments; or (iii) engage in activities as otherwise agreed by the Board in writing. (dc) For purposes of this Agreement, “SubsidiariesSubsidiary” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determinationnow or hereafter, owned directly or indirectly by the Company, directly or through one or more Subsidiaries.

Position and Duties. (a) During the Employment PeriodTerm, Employee Executive shall serve as General Counsel and Vice President of Legal Affairs, and shall report to the Chief Operating Officer and Chief Executive Officer of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority Board of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject Directors. Subject to the power direction and control of the Board of Directors of the Company’s board , Executive's duties shall include (i) providing legal counsel and analysis on all Company related legal matters, (ii) preparation and review of directors all legal documents and contracts related to the Company, (the “Board”iii) to expand or limit such duties, responsibilities, functions review and authorityanalysis of all Company related transactions, and (iv) coordination with and monitoring of outside counsel. Executive shall perform such other duties requested by or pursuant to override actions the lawful direction and control of the officers Board of Directors of the Company (or a committee thereof) including such services and employees duties normally commensurate with the General Counsel. The Executive acknowledges and agrees that he owes a fiduciary duty of loyalty to the Company to discharge his duties and otherwise act in a manner consistent with the best interests of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment PeriodTerm, Employee shall report to the Board and Executive shall devote his best reasonable efforts and all of his full business time working time, attention and attention energies to the performance of his duties and responsibilities under this Agreement (except for permitted vacation periods and reasonable periods paid time off to which he is entitled pursuant to the terms of this Agreement, illness or other incapacity) to incapacity or activities which do not, in the business and affairs sole judgment of the CompanyBoard of Directors (or a committee thereof), its current interfere or conflict with his duties and futureresponsibilities in any material respect). During the Employment Term, direct and indirectExecutive shall not engage in any business activity which, Subsidiariesin the judgment of the Board of Directors (excluding the Executive if he should be a member of the Board of Directors at the time of such determination), parentsconflicts with the duties of Executive hereunder, and related entities whether or affiliatesnot such activity is pursued for gain, profit or other pecuniary advantage. Any material outside business activities of Executive, including, without limitation, serving on the board of directors of any other entity, must be approved by the Board of Directors of the Company (excluding any vote of the Executive) in advance. (c) Employee shall perform his dutiesThe foregoing notwithstanding, responsibilities and functions Executive is permitted to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner and shall comply with the Company’s current policies and procedures in all material respects. During the Employment Period, Employee shall not serve teach as an officer or director ofadjunct professor for an educational institution, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided that Employee may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as but such activities do position shall be limited to one class per each semester and said position shall not interfere with Employee’s employmentCompany business and must be fulfilled during personal, non-business hours. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Employee Executive shall serve as Group Senior Vice President and Chief Executive Investment Officer of the Company and its SubsidiariesCompany, President of HIMCO, and shall have a member of the normal duties, responsibilities, functions and authority Office of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power Chairman of the Company’s board , and/or in such other position or positions with the Company or its affiliates commensurate with his position and experience as the Board of directors Directors of the Company (the “Board”) shall from time to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Companytime specify. During the Employment Period, Employee Executive shall render have the duties, responsibilities and obligations customarily assigned to individuals serving in the position or positions in which Executive serves hereunder and such services to the Company other duties, responsibilities and obligations as the Chief Executive Officer and President and/or the Board may shall from time to time direct. (b) During the Employment Period, Employee shall report to the Board and specify. Executive shall devote his best efforts and his full business time and attention (to the services required of him hereunder, except for permitted vacation periods time and reasonable periods of illness absence due to sickness, personal injury or other incapacity) disability, and shall use his best efforts, judgment, skill and energy to perform such services in a manner consonant with the duties of his position and to improve and advance the business and affairs interests of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner and shall comply with the Company’s current policies and procedures in all material respectsaffiliates. During the Employment Period, Employee Executive shall not serve comply with the Code of Corporate Conduct of the Company. Unless and to the extent inconsistent with the terms of any published Company policy or code of conduct as an officer or director ofin effect on the date hereof and as hereafter amended, or otherwise perform services for compensation for, nothing contained herein shall preclude Executive from (a) serving on the board of directors of any other entity without business corporation with the prior written consent of the Board; provided that Employee may serve as an officer or director , (b) serving on the board of, or otherwise participate inworking for, purely educationalany charitable or community organization, welfareor (c) pursuing his personal financial and legal affairs, social, religious or civic organizations so long as such activities the foregoing activities, individually or collectively, do not interfere with Employeethe performance of Executive’s employment. (d) For purposes of this Agreement, “Subsidiaries” shall mean duties hereunder or violate any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board provisions of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more SubsidiariesSection 9 hereof.

Position and Duties. (a) During the Employment Period, Employee the Executive shall serve as Chief Executive Officer Senior Vice President and General Manager of Global Franchise Operations and Development of the Company and its Subsidiaries, reporting directly to the most senior executive officer and shall have the normal duties, responsibilities, functions and authority of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power of be the Company’s board of directors (the “Board”) to expand or limit such duties, responsibilities, functions most senior international operations and authority, and to override actions of the officers and employees of the Companyfranchise officer. During the Employment Period, Employee the Executive also shall render serve as Senior Vice President and General Manager of Global Franchise Operations and Development of KKDC and shall be KKDC’s most senior international operations and franchise officer. The Executive shall have such services to the Company responsibilities, powers and duties as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) be prescribed by the Board or the most senior executive officer of the Companies; provided that such responsibilities, powers and duties are substantially consistent with those customarily assigned to individuals serving in such position at comparable companies or as may be reasonably required for the proper conduct of the business of the Companies. During the Employment Period, Employee shall report to the Board and Executive shall devote substantially all of his best efforts and his full business working time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) efforts to the business and affairs of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder Subsidiaries. The Executive shall not directly or indirectly render any services of a business, commercial or professional nature to any other person or organization not related to the best business of his abilities in a diligentthe Company or its Subsidiaries, trustworthy, businesslike and efficient manner and shall comply with the Company’s current policies and procedures in all material respects. During the Employment Period, Employee shall not serve as an officer or director of, or otherwise perform services whether for compensation foror otherwise, any other entity without the prior written consent approval of the Board; provided that Employee provided, however, the Executive may serve on the board of directors of one for-profit corporation with the prior approval of the Board, which will not be unreasonably withheld, and the Executive may serve as an officer a director of not-for-profit organizations or director ofengage in other charitable, civic or otherwise participate ineducational activities, purely educational, welfare, social, religious or civic organizations so long as such the activities described in this proviso do not interfere with Employeethe Executive’s employmentperformance of his duties hereunder or result in any conflict of interest with the Companies. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Employee the Executive shall serve as Chief Executive Officer VICE PRESIDENT AND GENERAL MANAGER, MOTORS AND STEERING of the Company and its Subsidiaries, and shall have the normal duties, such responsibilities, functions duties and authority as set forth in the Bylaws of a the Company and such additional responsibilities, duties and authority as the Company's President and Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power of Officer or the Company’s board 's Board of directors Directors (the “"Board”") shall determine from time to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Companytime. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee shall report to the Board Company's Executive Vice President and Chief Operating Officer or designee. The Executive shall fully comply with the Company's Worldwide Code of Legal and Ethical Business Conduct as in effect from time to time, or any successor or similar Code. The Executive shall devote substantially all his best efforts and his full business working time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) efforts to the business and affairs of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder shall use his best efforts to the best of carry out his abilities responsibilities faithfully and efficiently in a diligentprofessional and ethical manner. Notwithstanding the foregoing, trustworthy, businesslike and efficient manner and shall comply with the Company’s current policies and procedures in all material respects. During it is understood that during the Employment Period, Employee shall subject to any conflict of interest policies of the Company and Section 9, the Executive may (a) serve in any capacity with any civic, charitable, educational or professional organization provided that such service does not serve as an officer or director ofmaterially interfere with his duties and responsibilities to the Company, or otherwise perform services for compensation for(b) make and manage personal investments of his choice, any other entity without and (c) with the prior written consent of the Board; provided that Employee may Company's President and Chief Executive Officer, which shall not be unreasonably withheld, serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s employment. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of on the board of directors or other governing body are, at of one (1) for-profit business enterprise. The Executive may serve from time to time as a director and /or member of a committee of the time Company and/or as a director and/or member of determination, owned by the Company, directly or through a committee and/or officer of one or more Subsidiariessubsidiaries or related or affiliated companies or joint ventures of the Company. The Executive agrees to fulfill his duties as such director, member of committee or officer without additional compensation other than the compensation provided for in this Agreement.

Position and Duties. (a) 1.3.1 During the Employment Period, Employee Executive shall serve as Chief Executive Officer of the Company and its Subsidiaries, Company’s CEO and shall have the normal duties, responsibilities, functions and authority customary for such a position in an organization of a Chief Executive Officerthe size and nature of the Company, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power ability of the Company’s board Board of directors Directors or its designee (collectively, the “Board”) and, upon its constitution, the compensation committee of the Board (“Compensation Committee”) to expand expand, change or limit such duties, responsibilities, functions and authorityauthority in their sole discretion. 1.3.2 Executive shall report directly to the Board, and to override actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee shall report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the CompanyCompany and its subsidiaries, its current whether currently existing or hereafter acquired or formed and futureincluding any predecessor of any such entity (collectively, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee the “SFI”). Executive shall perform his duties, duties and responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike businesslike, and efficient manner manner, and shall comply not be required to carry out any instruction or directions from the Board that, in his reasonable and good faith judgment, would contravene applicable laws or fiduciary duties. In such cases, the Executive shall not be deemed to have failed to properly perform his duties by reason of declining to follow such instructions, provided he has acted in good faith and with reasonable professional judgment. 1.3.3 The Company agrees that the Executive shall be indemnified and held harmless to the fullest extent permitted by law against any claim, liability or cost (including legal fees) arising from refusal to implement or carry out instructions taken in good faith and with reasonable professional judgment. In addition, the Company agrees to obtain and maintain, at its own cost and expense, Directors’ and Officers’ liability Insurance (“D&O Insurance”) that provides coverage for the Executive in respect of acts or omissions in the course of performing duties on behalf of the Company’s current policies and procedures in all material respects. During the Employment Period, Employee shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided that Employee may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s employment. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Employee shall serve as the Chief Executive Officer of Commercial Officer, and in connection therewith Employee shall render services to the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions responsibilities and authority of a Chief Executive Officer, provided that which are consistent with Employee’s dutiesposition, responsibilities, functions and authority are all subject to the power and authority of the Company’s board officers and the Board of directors Directors of the Company (the “Board”) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee shall report to the Board and Chief Executive Officer (or such other person as shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to be designated by the business and affairs of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Board). Employee shall perform his duties, Employee’s duties and responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his Employee’s abilities in a diligent, trustworthy, businesslike and efficient manner Employee shall devote Employee’s full business time, energies and shall comply with attention (except for permitted vacation periods and periods of illness or other temporary incapacity) to the business and affairs of the Company’s current policies and procedures in all material respects. During However, Employee may seek approval for external obligations, if any, from the Employment PeriodBoard by disclosing such activities on the conflict-of-interest disclosure form attached hereto as Exhibit A. So long as Employee is employed by the Company, Employee shall not serve as an officer or director ofnot, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board, accept other employment or perform other services for compensation or that interfere with Employee’s employment with the Company; provided provided, however, that Employee may serve as an officer or director of, of or otherwise participate in, in purely educational, welfare, social, religious or and civic organizations so long as such activities are not in competition with the Company or do not interfere with Employee’s employmentability to carry out Employee’s duties under this Agreement. (c) Employee shall comply with all lawful rules, policies, procedures, regulations and administrative directions now or hereafter reasonably established by the Board for employees of the Company. (d) For purposes The Company shall have the right to assign Employee new duties and to change Employee’s title subject to Section 4 of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Employee Executive shall serve as the Chief Executive Officer of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority customarily associated with such position and such other duties and responsibilities as may be assigned from time to time to Executive by the Company’s Board of a Chief Executive OfficerDirectors (the “Board”), provided that Employee’s duties, responsibilities, functions and authority are all subject to the power and authority of the Company’s board Board and Executive Committee of directors the Board (the “BoardExecutive Committee”) to expand or limit such duties, responsibilities, functions and authority, authority and to override overrule actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee Executive shall report to the Board and Executive shall devote his best efforts and his full business time substantially all of Executive’s professional energies and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, Company and its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee . Executive shall perform his Executive’s duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike professional, ethical and efficient manner and shall comply with the Company’s current policies and procedures of the Company and its Subsidiaries and will cooperate fully with the Board in all material respectsthe advancement of the best interests of the Company. During So long as Executive is employed by the Employment PeriodCompany or any Subsidiary, Employee Executive shall not serve not, except as an officer provided herein or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided , render to any other person, corporation, firm, company, joint venture or other entity any services of any kind for compensation, or engage in any other activity, that Employee would compete with the Company or its Subsidiaries, and/or interfere with the performance of Executive’s duties for the Company and its Subsidiaries. Notwithstanding, Executive may engage in charitable, civic, fraternal and trade association activities that do not interfere materially with Executive’s obligations to the Company or any Subsidiary. Further, nothing in this Agreement shall limit Executive’s ability to: (i) serve as an officer or director ofa member of any board of directors for any non-profit organization, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do membership does not interfere materially or conflict with EmployeeExecutive’s employmentobligations to the Company or any Subsidiary; or (ii) as otherwise agreed by the Board in writing. Executive represents and warrants that Executive does not now, and will not during the Term of employment hereunder, have any financial interest in any competitor, supplier or customer of the Company or its Subsidiaries; provided that passive ownership (i.e., Executive does not directly or indirectly participate in the business or management of the applicable entity) of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange shall not be deemed to be a financial interest in a competitor, supplier or customer of the Company or its Subsidiaries. (dc) For purposes of this Agreement, “SubsidiariesSubsidiary” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determinationnow or hereafter, owned directly or indirectly by the Company, directly or through one or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Employee shall the Executive will serve as the President and Chief Executive Officer of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power of the Company’s board of directors (the “Board”) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company and its Subsidiaries, as may be reasonably assigned to the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Periodtime, Employee shall report to by the Board and shall of Directors of the Company (the “Board”). The Executive will devote his best efforts and his full substantially all of the Executive’s business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder Subsidiaries; provided that the Executive will be permitted to (i) serve, with the prior written consent of the Board (which consent shall not be unreasonably withheld), as a member of the board of directors or advisory board (or their equivalents, in the case of a non-corporate entity) of non-competing businesses and charitable organizations, (ii) engage in charitable activities and community affairs and (iii) manage the Executive’s personal investments and affairs, except that the Executive will limit the time devoted to the activities described in clauses (i), (ii) and (iii) so as not to interfere, other than in a de minimis manner, individually or in the aggregate, with the performance of the Executive’s duties and responsibilities hereunder. The Executive will report directly to the Board. The Executive will perform the Executive’s duties and responsibilities to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner and shall comply with the Company’s current policies and procedures in all material respectsmanner. During the Employment Period, Employee shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided that Employee may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so As long as such activities do not interfere with Employee’s employment. (d) For purposes the Executive serves as the Chief Executive Officer of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more Subsidiariesthe Company shall use reasonable efforts to cause the Executive to be elected to serve on the Board, subject to the limitations of applicable law and securities exchange rules.

Position and Duties. The Company shall employ Employee during the Employment Period as its Chief Executive Officer, or in such other position(s) as may be agreed between the parties. Employee shall report solely and directly to the Company’s Board of Directors (a) the “Board”). During the Employment Period, Employee shall serve as Chief Executive Officer of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions responsibilities and authority duties as those normally associated with such position in companies of a Chief Executive Officersimilar nature and stature, provided that Employee’s dutiesas well as such other responsibilities as may, responsibilitiesfrom time to time, functions be duly authorized or directed by the Board. During the Employment Period, Employee shall perform faithfully and authority are all subject loyally and to the power best of his abilities the Company’s board of directors (duties assigned to him hereunder. Employee shall act at all times in accordance with what is in the “Board”) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees best interests of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee shall report to the Board and shall devote his best efforts and his full business time time, attention and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) effort to the business and affairs of the Company, its current parent and futuresubsidiary corporations, direct affiliates, successors and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner assigns and shall comply with the Company’s current policies and procedures in all material respects. During not, during the Employment Period, Employee shall not serve as an officer or director of, or otherwise perform services for compensation for, be engaged in any other entity business activity whether or not such business activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board; provided . The foregoing is not intended to restrict Employee’s ability to: (a) engage in charitable, civic or community activities to the extent that Employee may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not materially interfere with Employee’s employment. his duties hereunder; (db) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of serve on the board of directors (or similar governing bodies) of a company (other governing body are, at the time of determination, owned by than the Company); provided that, directly the Board, in its sole discretion, has granted prior written consent; nor (c) to enter into passive investments that do not compete in any way with the Company’s business. Employee shall work full-time from the Company’s headquarters (currently in Deerfield, Illinois). The Company shall take all actions necessary to appoint Employee to the Board on or through one or more Subsidiariespromptly following the Commencement Date.

Position and Duties. (a) During the Employment Period, Employee Executive shall serve as the Senior Vice President and Chief Executive Financial Officer of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority of a Chief such position. Executive Officershall render such administrative, provided that Employee’s duties, responsibilities, functions financial and authority are all subject other executive and managerial services to the power of Company Group that are consistent with Executive’s position as the officer to which Executive reports or the Company’s board of directors (the “Board”) to expand or limit such duties), responsibilitiesas applicable, functions and authority, and to override actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee Executive shall report to the Board Chief Executive Officer of the Company and shall devote his Executive’s best efforts and his Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee Company Group. Executive shall perform his Executive’s duties, responsibilities and functions to for the Company and its Subsidiaries Group hereunder to the best of his Executive’s abilities in a diligent, trustworthy, businesslike professional and efficient manner and shall comply with the Company’s current and its subsidiaries’ policies and procedures in all material respects. In performing Executive’s duties and exercising Executive’s authority under this Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and shall support and cooperate with the Company’s and its subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. During the Employment Period, Employee Executive shall not serve as an officer officer, manager or director of, or otherwise perform services for compensation for, any other person or entity without the prior written consent of the Board; provided that Employee Executive may serve as an officer officer, manager or director of, or otherwise participate in, purely solely charitable, educational, welfare, social, religious or and civic organizations so long as such activities do not interfere with EmployeeExecutive’s employment. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by employment with the Company, directly or through one or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Employee Executive shall serve as Chief Executive Officer the President PVG Business & Corporate Strategy of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority of a customarily associated with such position and such other duties and responsibilities as may be assigned from time to time to Executive by the Company’s Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power Board of the Company’s board of directors Directors (the “Board”) and/or Executive Committee of the Board (the “Executive Committee”), all subject to the power and authority of the Board and the Executive Committee to expand or limit such duties, responsibilities, functions and authority, authority and to override overrule actions of the officers and employees of the Company. During Executive shall perform his duties at the Employment PeriodCompany’s office in Scotts Valley, Employee shall render such services California, subject to the Company as the Chief Executive Officer and President and/or the Board may from time to time directreasonable travel requirements. (b) During the Employment Period, Employee Executive shall report to the Board Company’s Chief Executive Officer (the “Supervisor”), and Executive shall devote his best efforts and his full business Executive’s full-time energies and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, Company and its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee Affiliates. Executive shall perform his Executive’s duties, responsibilities and functions to the Company and its Subsidiaries Affiliates hereunder to the best of his abilities in a diligent, trustworthy, businesslike professional, ethical and efficient manner and shall comply with the Company’s current policies and procedures of the Company and its Affiliates and will cooperate fully with the Board in all material respectsthe advancement of the best interests of the Company. During Notwithstanding, Executive may engage in charitable, civic, fraternal and trade association activities that do not interfere materially with Executive’s obligations to the Employment PeriodCompany or any Affiliate. Further, Employee nothing in this Agreement shall not limit Executive’s ability to: (i) serve as an officer or director ofa member of any board of directors for any non- profit organization, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided that Employee may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do membership does not interfere materially or conflict with EmployeeExecutive’s employmentobligations to the Company or any Affiliate; or (ii) as otherwise agreed by the Board in writing. (dc) For purposes of this Agreement, “SubsidiariesAffiliate” shall mean with respect to any corporation or given entity, any other entity of which the securities that directly, or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or indirectly through one or more Subsidiariesintermediaries, controls, or is controlled by, or is under common control with, such entity. The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as used with respect to any entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract or otherwise.

Position and Duties. (a) During the Employment Period, Employee Executive shall serve as Chief Executive Officer the president of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority of a Chief Executive Officerthe president of the Company, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power and authority of each of the Company’s board Board and the chief executive officer of directors (the “Board”) Company to expand or limit such duties, responsibilities, functions and authority, to overrule actions of officers of the Company and to override actions of the officers and employees of the Companyalter Executive’s title. During the Employment Period, Employee Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries as the Chief Executive Officer and President and/or chief executive officer of the Company or the Board may from time to time lawfully and reasonably direct, including, without limitation, integrating the Company’s and its Subsidiaries’ business into Parent’s business. (b) During the Employment Period, Employee Executive shall report to the Board Company’s chief executive officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, Company and its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee . Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike professional and efficient manner and shall comply with the Company’s current and its Subsidiaries’ policies and procedures in all material respects. During the Employment Period, Employee shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided that Employee may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s employment. (dc) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or of more Subsidiaries.

Position and Duties. (a) During the Employment PeriodTerm, Employee the executive shall serve as the Senior Vice President and Chief Executive Financial Officer of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject report to the power of the Company’s board of directors (the “Board”) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time of Directors of the Company, or to time directa committee thereof. Subject to the direction and control of the Board of Directors of the Company, Executive's duties shall include principal responsibility for formulation and implementation of the business policies, controls, procedures of the Company, employment decisions, financial decisions and management and oversight of the day-to-day financial operation of the Business. In addition, Executive shall perform such other duties requested by or pursuant to the lawful and reasonable direction and control of the Board of Directors of the Company (or a committee thereof), including such services and duties normally commensurate with the position of Chief Financial Officer. The Executive acknowledges and agrees that he owes a fiduciary duty of loyalty to the Company to discharge his duties and otherwise act in a manner consistent with the best interests of the Company. (b) During the Employment PeriodTerm, Employee shall report to the Board and Executive shall devote his best reasonable efforts and substantially all of his full business time working time, attention and attention (energies to the performance of his duties and responsibilities under this Agreement, except for permitted vacation periods and reasonable periods vacations to which he is entitled pursuant to the terms of this Agreement, illness or other incapacity) to incapacity or activities which do not, in the business and affairs sole judgment of the CompanyBoard of Directors (or a committee thereof), its current interfere or conflict with his duties and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner and shall comply with the Company’s current policies and procedures in all any material respectsrespect. During the Employment PeriodTerm, Employee Executive shall not serve as an officer or director ofengage in any business activity which, or otherwise perform services for compensation for, any other entity without in the prior written consent judgment of the Board; provided that Employee may serve as an officer Board of Directors (excluding the Executive if he should be a member of the Board of Directors at the time of such determination), conflicts with the duties of Executive hereunder, whether or director ofnot such activity is pursued for gain, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s employment. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation profit or other entity pecuniary advantage. Any material outside business activities of which the securities or other ownership interests having the voting power to elect a majority of Executive, including, without limitation, serving on the board of directors or of any other governing body areentity, at the time of determination, owned must be approved by the Company, directly or through one or more SubsidiariesBoard of Directors of the Company (excluding any vote of the Executive) in advance.

Position and Duties. (a) During the Employment Period, Employee Executive shall serve as the Chief Executive Officer of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority of a the Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power and authority of the Company’s board Board of directors Directors (the “Board”) to expand or limit such duties, responsibilities, functions and authority, authority and to override overrule actions of the officers and employees of the Company. During the Employment Period, Employee Executive shall render such to Parent and its Subsidiaries administrative, financial and other executive and managerial services to the Company that are consistent with Executive’s position as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee Executive shall report to the Board Board, and Executive shall devote his best efforts and his full business time and attention (except for permitted vacation periods consistent with past practice and reasonable periods of illness or other incapacity) to the business and affairs of Parent and its Subsidiaries. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and shall support and cooperate with Parent’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, its current and futureExecutive shall not, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner and shall comply with the Company’s current policies and procedures in all material respects. During the Employment Period, Employee shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided that Employee may serve as an officer or director of, or perform other services for compensation. Unless otherwise participate inagreed by Executive, purely educationalExecutive’s place of work shall be in the greater Attleboro, welfareMassachusetts metropolitan area, social, religious or civic organizations so long as such activities do not interfere with Employee’s employmentexcept for travel reasonably required for Company business. (dc) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the CompanyParent, directly or through one or more Subsidiaries.

Position and Duties. (a) During a. The Company hereby agrees to and hereby does continue to employ the Employment PeriodExecutive as an executive officer of the Company, Employee shall serve subject to the supervision of the Chief Operating Officer of the Company, or such other senior officer of the Company as may be prescribed by the Chief Executive Officer or the Board of Directors of the Company (the "Board"). Currently, the Executive is Senior Vice President and its Subsidiariesreports to the Chief Operating Officer, and shall have is responsible for the normal duties, responsibilities, functions and authority of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power of the Company’s board of directors (the “Board”) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees Northern Region operations of the Company. During The Executive agrees that the Employment Period, Employee description of the executive position above shall render not limit the Company from assigning to the Executive such services other duties and functions in addition to or in substitution of those described above. b. The Executive agrees to serve the Company as a full time executive officer with duties and authority as set forth in the Company's by-laws or as otherwise prescribed by the Board, the Chief Operating Officer, or such other senior officer prescribed by the Chairman, President or the Board. The Executive Officer shall devote such time, attention, skill, and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee shall report efforts to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best performance of his abilities in duties as a diligentCompany executive as shall be required therefore, trustworthy, businesslike all under the supervision and efficient manner and shall comply with the Company’s current policies and procedures in all material respects. During the Employment Period, Employee shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent direction of the Board; provided that Employee may serve as an officer or director of, the Chief Operating Officer, or otherwise participate insuch other senior officer prescribed by the Board. The Executive agrees that during the period of his employment he will not, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s employment. (d) For purposes without the approval of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board independent directors of directors the Board, have any other (i) real estate investment trust or other governing body arebusiness affiliations, at or (ii) corporate affiliations that conflict with the time business of determination, owned by the Company, directly Company or through one interfere with the ability of the Executive to perform his duties for the Company or more Subsidiariescomply with the covenants under this Agreement.

Position and Duties. (a) During the Employment Period, Employee the Executive shall serve initially as the President and Chief Executive Officer of the Company and its SubsidiariesOperating Officer, American Music Group and shall have the normal duties, responsibilities, functions responsibilities and authority of the President and Chief Operating Officer, American Music Group, or such other duties and responsibilities with the Company or any subsidiary, parent, affiliate or division of the Company ("Affiliates") as the Board of Directors of the Parent or the Company ("Board") or a co-Chief Executive OfficerOfficer may request from time to time, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power of the Company’s board of directors (Board and the “Board”) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services powers delegated to the Company as the Chief Executive Officer and President and/or Executive's superiors by the Board may from time to time director the executive officers of Parent. (b) During the Employment Period, Employee shall report to the Board and The Executive shall devote his best efforts and substantially all of his full business time time, attention and attention energies (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, Company and its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee Affiliates. The Executive shall perform his duties, duties and responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, and businesslike and efficient manner and shall comply manner. Except with the Company’s current policies and procedures in all material respects. During the Employment Period, Employee shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent approval of the Board; provided that Employee may , Executive during the Employment Period will not (i) accept any other employment with a third party, (ii) serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s employment. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of on the board of directors or similar body of any other governing body are, at the time of determination, owned by the Companybusiness entity or (iii) engage, directly or through indirectly, in any other business activity (whether or not pursued for pecuniary advantage) that in the reasonable determination of the Board is or may be competitive with, or that might place him in a competing position to or otherwise conflict with, that of the Company or any of its Affiliates. (c) Nothing contained herein shall limit the authority of the Board or executive officers of the Company to elect one or more Subsidiariesofficers with authority senior to that of Executive with respect to Executive's duties hereunder.

Position and Duties. (a) During the Employment Period, Employee Executive shall serve as Chief Executive Officer the chief executive officer of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority of a Chief Executive Officerthe chief executive officer of the Company, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power and authority of each of the Company’s board Board and the president of directors (the “Board”) Parent to expand or limit such duties, responsibilities, functions and authority, to overrule actions of officers of the Company and to override actions of the officers and employees of the Companyalter Executive’s title. During the Employment Period, Employee Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries as the Chief Executive Officer and President and/or president of Parent or the Board may from time to time lawfully and reasonably direct, including, without limitation, integrating the Company’s and its Subsidiaries’ business into Parent’s business. (b) During the Employment Period, Employee Executive shall report to the Board Parent’s president and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, Company and its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee . Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike professional and efficient manner and shall comply with the Company’s current and its Subsidiaries’ policies and procedures in all material respects. During the Employment Period, Employee shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided that Employee may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s employment. (dc) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or of more Subsidiaries.

Position and Duties. (a) During the Employment Period, The Employee shall serve as Executive Chairman of the Company. The Employee acknowledges that the Company, with the approval of a majority of the Board of Directors of the Company (the “Board”), may hire a new Chief Executive Officer and such hiring shall not constitute a breach of this Agreement by the Company or constitute Good Reason. The Employee shall be subject to the supervision of, and shall have such authority and duties to the Company or its subsidiaries or affiliates, as are reasonably delegated to him, by the Board and, subject to the direction of the Board, such duties and responsibilities shall include responsibilities for the strategic direction of the Company and its Subsidiariesmarketing and corporate development activities. The Employee shall devote his full working time, energy and shall have skill (reasonable absences for vacations and illness excepted) to the normal duties, responsibilities, functions and authority business of a Chief Executive Officer, provided that the Company during the term of this Agreement as is necessary to perform the Employee’s dutiesduties faithfully, responsibilitiescompetently and diligently. The Employee agrees to abide by the rules, functions regulations, instructions, personnel practices and authority are all subject policies of the Company and any Company affiliate or subsidiary for or with which the Employee conducts any business, as they may be changed, amended or adopted from time to time. Upon approval by the Board, which approval shall not be unreasonably withheld, the Employee may devote reasonable periods of time to serving on the boards of directors of other companies or organizations, so long as such service does not unreasonably interfere with his duties to the power Company and does not constitute a conflict of the Company’s board of directors (the “Board”) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time directinterests. (b) During the Employment Period, Employee shall report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner and shall comply with the Company’s current policies and procedures in all material respects. During the Employment Period, Employee shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided that Employee may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s employment. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more Subsidiaries.

Position and Duties. (a) (i) During the Employment Initial Period, Employee the Executive shall serve as the Chairman and Chief Executive Officer of the Company, and, (ii) during the Second Period, the Executive shall cease serving as the Chief Executive Officer of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power serve as Chairman of the Company’s board , in the case of directors each of (the “Board”i) to expand or limit and (ii), with such duties, responsibilities, functions and authority, power, duties and to override actions responsibilities as are commensurate with such positions and as are customarily exercised by a person holding such positions in a company of the officers size and employees nature of the Company. During the Employment Period, Employee the Executive shall render such services report directly to the Board of Directors of the Company (the “Board”) and shall serve as a member of the Chief Board. The Board shall appoint the Executive Officer and President and/or to the Board may from time to time direct. (b) During positions specified above at the times specified above throughout the Employment Period, Employee shall report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner and shall comply with the Company’s current policies and procedures in all material respects. During the Employment Period, Employee the Executive shall not serve as an officer or director ofperform his duties at the Company’s corporate headquarters. (b) The Executive agrees that during the Initial Period, or otherwise he shall devote his full business time, energies and talents to serving in the positions described in Section 3(a) and he shall perform services for compensation for, any other entity without his duties faithfully and efficiently subject to the prior written consent directions of the Board; provided that Employee . During the Second Period, the Executive shall devote such time to his duties as mutually agreed upon by the Executive and the Company. Notwithstanding the foregoing provisions of this Section 3(b), the Executive may (i) serve as an a director, trustee or officer or director of, or otherwise participate in, purely in not-for-profit educational, welfare, social, religious and civic organizations; (ii) serve as a director of any for-profit business, with the prior consent of the Board (which consent shall not be unreasonably withheld); and (iii) acquire passive investment interests in one or civic organizations so long as more entities, to the extent that such other activities do not inhibit or interfere with Employeethe performance of the Executive’s employment. (d) For purposes of duties under this Agreement, “Subsidiaries” shall mean any corporation or other entity of which to the securities or other ownership interests having the voting power to elect a majority knowledge of the board Executive conflict in any material way with the business or policies of directors the Company or other governing body are, at any subsidiary or affiliate thereof (the time of determination, owned by the Company, directly or through one or more Subsidiaries“Affiliated Entities”).

Position and Duties. (a) During the Employment Period, Employee Executive shall serve as Chief Executive Officer Vice President Sales of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions responsibilities and authority of a Chief Executive Officerattendant to such position, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power of the Company’s board of directors 's chief executive officer (the “Board”"CEO") to expand or limit such duties, responsibilities, functions responsibilities and authority, and to override actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee Executive shall report to the Board CEO, and Executive shall devote his Executive's best efforts and his Executive's full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions to the Company and its Subsidiaries; provided that Executive shall, with the prior written approval of the CEO, be allowed to serve as (i) a director or officer of any non-profit organization including trade, civic, educational or charitable organizations, or (ii) a director of any corporation which is not competing with the Company or any of its Subsidiaries hereunder in the office product and office supply industry so long as such duties do not materially interfere with the performance of Executive's duties or responsibilities under this Agreement. Executive shall perform Executive's duties and responsibilities under this Agreement to the best of his Executive's abilities in a diligent, trustworthy, businesslike and efficient manner and manner. (c) Executive shall comply with be based at or in the vicinity of the Company’s current policies 's headquarters but may be required to travel as necessary to perform Executive's duties and procedures in all material respects. During the Employment Period, Employee shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided that Employee may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s employmentresponsibilities under this Agreement. (d) For purposes of this Agreement, “"Subsidiaries” " shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of voting power in electing directors or other governing body are, at the time of determination, owned by the Company, directly or through one or of more Subsidiaries.

Position and Duties. (a) During the Employment Period, Employee Executive shall serve as Chief Executive Officer Vice President of the Company, and/or in such other position or positions with the Company or its affiliates commensurate with his position and experience as the Board of Directors of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power of the Company’s board of directors (the “Board”) to expand or limit such duties, responsibilities, functions and authority, and to override actions the Chairman of the officers and employees of Company (the Company“Chairman”) shall from time to time specify. During the Employment Period, Employee Executive shall render have the duties, responsibilities and obligations customarily assigned to individuals serving in the position or positions in which Executive serves hereunder and such services to the Company other duties, responsibilities and obligations as the Chief Executive Officer and President and/or Board or the Board may Chairman shall from time to time direct. (b) During the Employment Period, Employee shall report to the Board and specify. Executive shall devote his best efforts and his full business time and attention (to the services required of him hereunder, except for permitted vacation periods time and reasonable periods of illness absence due to sickness, personal injury or other incapacity) disability, and shall use his best efforts, judgement, skill and energy to perform such services in a manner consonant with the duties of his position and to improve and advance the business and affairs interests of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner and shall comply with the Company’s current policies and procedures in all material respectsaffiliates. During the Employment Period, Employee Executive shall not serve comply with the Code of Conduct of the Company. Unless and to the extent inconsistent with the terms of any published Company policy or code of conduct as an officer in effect on the date hereof and as hereafter amended, nothing contained herein shall preclude Executive from (a) serving on the board of directors of any business corporation with the consent of the Board or director the Chairman, (b) serving on the board of, or otherwise perform services for compensation working for, any other entity without the prior written consent of the Board; provided that Employee may serve as an officer charitable or director ofcommunity organization, or otherwise participate in(c) pursuing his personal financial and legal affairs, purely educational, welfare, social, religious or civic organizations so long as such activities the foregoing activities, individually or collectively, do not interfere with Employeethe performance of Executive’s employment. (d) For purposes of this Agreement, “Subsidiaries” shall mean duties hereunder or violate any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board provisions of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more SubsidiariesSection 9 hereof.

Position and Duties. (a) During the Employment Period, Employee Executive shall serve as the Executive Vice President and Chief Executive Operating Officer of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority of a the Executive Vice President and Chief Executive Operating Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power and authority of the Company’s board of directors (the “Board”) 's Chief Executive Officer to expand or limit such duties, responsibilities, functions and authority, authority and to override overrule actions of the officers and employees of the Company. During the Employment Period, Employee Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive's position as the Chief Executive Officer and President and/or the Board may from time to time reasonably direct. (b) During the Employment Period, Employee Executive shall report to the Board Company's Chief Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, Company and its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee . Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in good faith in a diligent, trustworthy, businesslike trustworthy and efficient professional manner and shall comply with the Company’s current 's and its Subsidiaries' policies and procedures in all material respects. During the Employment Period, Employee Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the BoardBoard (which shall not be unreasonably withheld, conditioned or delayed); provided that Employee Executive may serve as an officer participate on boards of charitable entities or director of, or otherwise participate in, purely educational, welfare, social, religious or other civic organizations entities so long as such activities do service does not materially interfere with Employee’s employmentExecutive's duties under this Agreement. (dc) For purposes of this Agreement, “"Subsidiaries” " shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Employee The Executive shall serve as Chief Executive Officer President of the Company. Executive’s duties and responsibilities as the President of the Company shall include the day-to-day management and its Subsidiariesoperation of the business, as well as those duties customarily associated with an officer with a similar title, and Executive shall be accountable to, and shall have the normal dutiessuch additional powers, responsibilities, functions duties and authority of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power of the Company’s board of directors (the “Board”) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company responsibilities as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During be prescribed by, the Employment Period, Employee shall report to Chairman of the Board of Directors of the Company (the “Company Board”) and Chief Executive Officer, the Company Board or the Board of Directors of Holdings (the “Holdings Board”). The Executive shall perform and discharge, faithfully, diligently, competently and in good faith, such duties and responsibilities. The Executive (a) shall devote all of his business time and attention and his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) ability to the business and affairs of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner and shall comply with the Company’s current policies and procedures in all material respects. During the Employment Period, Employee (b) shall not serve as an officer engage in other business activities whether or director of, or otherwise perform services for compensation for, any other entity not compensated during the Term without the prior written consent of the Board; provided Holdings Board (provided, however, that Employee Executive may serve on the Board of Directors of up to two (2) for profit enterprises which are not engaged in a Competitive Business (currently, Molson Coors Brewing Co. and ▇▇▇ ▇▇▇▇▇▇, Inc.), and may devote a reasonable amount of time and attention to the management of his personal affairs and investments or serving as an a director or officer of any charitable, religious, civic, educational or director oftrade organizations, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities activities, individually or in the aggregate, do not interfere with Employeethe performance of the Executive’s employment. (d) For purposes of duties and responsibilities under this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority ). The services of the board of directors or other governing body are, Executive shall be based at the time offices of determinationthe Company in the Metropolitan Area; provided, owned by however, that the Company, directly or through one or more SubsidiariesExecutive acknowledges that substantial travel will be required because the Company conducts operations and maintains facilities throughout the United States and elsewhere around the world.

Position and Duties. (a) During the Employment Period, Employee Executive shall serve as the Chief Executive Financial Officer of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions responsibilities and authority of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all associated with such position subject to the power of the Company’s board of directors of the Company (the “Board”) to expand or limit such duties, responsibilities, functions responsibilities and authority, authority and to override actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time directofficers. (b) During the Employment Period, Employee Executive (i) shall report to the Board and Chief Executive Officer of the Company (ii) shall devote his best efforts and his full substantially all of Executive’s business time and attention (except for permitted vacation periods and reasonable periods, periods of illness or other incapacity, for service on the Board of Directors (or similar governing body) of any educational, civic, charitable or other organization which is exempt from taxation pursuant to Section 501(c)(3) of the Code, for service on other Boards of Directors (or similar governing body) of any other organization with the consent of the Board, which consent shall not be unreasonably withheld, (provided that none of such activities shall materially interfere with Executive’s duties to the Company) and other permitted absences for which senior executive employees of the Company are generally eligible from time to time under the Company policies) to the business and affairs of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions to the Company and its Subsidiaries Subsidiaries, (iii) shall not engage in any other business activity without the prior written approval of the Board, and (iv) shall perform Executive’s duties and responsibilities hereunder to the best of his Executive’s abilities in a diligent, trustworthy, businesslike and efficient manner and shall comply with the Company’s current policies and procedures in all material respects. During the Employment Period, Employee shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided that Employee may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s employmentmanner. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more Subsidiaries.

Position and Duties. (a) During the Employment PeriodTerm, Employee the Executive shall serve as the Chief Executive Officer of Parent and the Company and its SubsidiariesCompany, and shall have supervision and control over and responsibility for the normal duties, responsibilities, functions day-to-day business and authority affairs of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions Parent and authority are all subject the Company and shall have such other powers and duties as may from time to time be prescribed by the power Board of the Company’s board Directors of directors Parent (the “Board”) ). The Executive shall continue to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or serve on the Board may of Directors of Parent, provided the Executive shall promptly resign from time to time direct. (b) During the Employment Period, Employee shall report to the Board and from any related positions upon the termination of his employment for any reason. The Executive shall devote his best efforts and his full business working time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) efforts to the business and affairs of the Company. Notwithstanding the foregoing, its current the Executive may serve on other boards of directors, with the approval of the Board , or engage in religious, charitable or other community activities as long as such services and future, direct activities are disclosed to the Board and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform do not materially interfere with the Executive’s performance of his duties, responsibilities and functions duties to the Company as provided in this Agreement. The Company specifically acknowledges and its Subsidiaries hereunder agrees to the best Executive’s existing and continued service on the Board of his abilities in a diligentDirectors of Unum Therapeutics, trustworthyInc., businesslike and efficient manner and the Company specifically agrees that Executive shall comply with the Company’s current policies and procedures in all material respects. During the Employment Period, Employee shall not be permitted to serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided that Employee may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s employment. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority chairman of the board of directors or other governing body areof a biotech company and serve on the board of directors of a gene therapy company; provided that, at in either case, such company is not competitive to the time Company and such board service does not materially interfere with Executive’s performance of determination, owned by his duties to the Company, directly or through one or more SubsidiariesCompany as provided in this Agreement. The Executive recognizes that the General Assembly can issue binding instructions to him in the form of resolutions. The Executive must ask the shareholders and await their statement before concluding legal transactions/implementation of measures exceeding the ordinary course of business. The competence of the Executive includes any actions the ordinary business operations of the Company entail.

Position and Duties. (a) During the Employment Period, Employee Executive shall serve as the President and Chief Executive Officer of the Company and its Subsidiaries, and Company. Executive shall have the normal dutiessuch powers, responsibilities, functions duties and authority of a Chief Executive Officeractivities as conferred by Article IV, provided that Employee’s duties, responsibilities, functions Sections 2(b) and authority are all subject to the power (c) of the Company’s board Amended and Restated By-Laws, effective February 11, 2016 (“By-Laws”) and as may be amended from time to time, and as are customary for such positions (as applicable) and as otherwise assigned by the Board of directors Directors of the Company (the “Board”) to expand or limit ). In such dutiesposition, responsibilities, functions and authority, and to override actions Executive shall be the most senior officer of the officers Company and employees of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee shall report to the Board and Board. Executive shall devote his best efforts and his full business substantially all of Executive’s working time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) efforts to the business and affairs of the CompanyCompany (which shall include service to its “Affiliates” (within the meaning of Rule 12b-2 promulgated under Section 12 of the Securities Exchange Act of 1934, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (cas amended from time to time)) Employee shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner and shall comply with the Company’s current policies and procedures not engage in all material respects. During the Employment Period, Employee shall not serve as an officer outside business activities (including serving on outside boards or director of, or otherwise perform services for compensation for, any other entity committees) without the prior written consent of the Board; , provided that Employee may Executive shall be permitted to (i) manage Executive’s personal, financial and legal affairs, (ii) participate in trade associations, (iii) serve as an officer on the board of directors of not-for-profit or director oftax-exempt charitable organizations, or otherwise participate inand (iv) subject to approval by the Board, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s employment. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of serve on the board of directors or other governing body aresimilar board of for-profit organizations, at in each case, subject to compliance with this Agreement and provided that such activities do not materially interfere with Executive’s performance of Executive’s duties and responsibilities hereunder. Executive agrees to observe and comply with the time rules and policies of determination, owned the Company and its subsidiaries as adopted by the CompanyCompany or its Affiliates from time to time, directly in each case as amended from time to time, as set forth in writing, and as delivered or through one or more Subsidiariesmade available to Executive (each, a “Policy”).

Position and Duties. (a) During the Employment Period, Employee Executive shall serve as Chief Executive Officer the Senior Vice President Operations of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority of a Chief Executive Officerthe Senior Vice President Operations, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power and authority of the Company’s board of directors (Board or the “Board”) Chief Executive Officer to expand or limit such duties, responsibilities, functions and authority, authority and to override overrule actions of the officers and employees of the Company. During the Employment Period, Employee Executive shall render such administrative, financial and other executive and managerial services to ▇▇▇▇▇▇▇ and its Subsidiaries which are consistent with Executive’s position as the Company as Board or the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee Executive shall report to the Board and the Chief Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, ▇▇▇▇▇▇▇ and its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee . Executive shall perform his duties, responsibilities and functions to the Company ▇▇▇▇▇▇▇ and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike professional and efficient manner and shall comply with the Company’s current and its Subsidiaries’ policies and procedures in all material respects. During the Employment Period, Employee Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided that Employee Executive may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with EmployeeExecutive’s employment. (dc) For purposes of this Agreement, “Subsidiaries” shall mean mean, with respect to any corporation Person, any corporation, limited liability company, partnership, association, or other business entity of which the securities or other ownership interests having the voting power to elect (i) if a corporation, a majority of the board total voting power of directors shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or other governing body are, trustees thereof is at the time of determination, owned by the Companyor controlled, directly or through indirectly, by that Person or one or more Subsidiariesof the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of the Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control any managing director or member or general partner of such limited liability company, partnership, association, or other business entity. For purposes of this Agreement, “Person” shall mean an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a governmental entity or any department, agency, or political subdivision thereof.

Position and Duties. (a) During Commencing on the Start Date and continuing during the Employment Period, Employee Executive shall serve as the President and Chief Executive Officer of BioScrip and will be nominated to serve as a member of the Company Board when his Board seat is first up for election and its Subsidiariesfrom and after the date of his election, shall continue to be nominated to serve on the Board throughout the Employment Period. As the President and shall have the normal duties, responsibilities, functions and authority of a Chief Executive Officer, provided that Employee’s dutiesExecutive, responsibilities, functions and authority are all subject to the power authority of the Company’s board of directors (Board, shall perform such duties as are customary for such position and such duties as may be reasonably assigned to him by the “Board”) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Company. During the Employment Period, Employee Executive shall render such services report directly and exclusively to the Company as the Chief Executive Officer and President and/or the Board may from time to time directBoard. (b) During the Employment Period, Employee shall report to the Board and Executive shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee . The Executive shall perform his duties, duties and responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner manner. In the performance of his duties hereunder, Executive shall at all times report and be subject to the lawful direction of the Board and shall comply perform his duties hereunder subject to and in accordance with the Company’s current policies reasonable, lawful and procedures in all material respectsgood faith resolutions or any other determinations of the Board, applicable law, and the by-laws, policies, practices, procedures, and codes of ethics and business conduct of the Company applicable to his position. During the Employment Period, Employee Executive shall not serve as become an officer employee of any person or director ofentity other than the Company. This section shall not be construed to prohibit Executive from (i) managing personal and family investments, (ii) participating in civic, charitable, religious, public interest or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided that Employee may serve as an officer trade groups or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s employment. (diii) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of serving on the board of directors or other governing body are, at the time committees of determination, owned by the Company, directly or through one or more Subsidiaries.other entities with the prior consent of the Board, which shall not be unreasonably withheld, provided, that, notwithstanding the foregoing, Executive shall be permitted to continue to serve in each of the capacities set forth on Annex A.

Position and Duties. (a) During the Employment Period, Employee the Executive shall serve as Chief Executive Officer Senior Vice President – Company Store Operations of the Company and its Subsidiaries, reporting directly to the most senior executive officer and shall have the normal duties, responsibilities, functions and authority of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power of be the Company’s board most senior officer in charge of directors (the “Board”) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the CompanyCompany store operations. During the Employment Period, Employee the Executive also shall render serve as Senior Vice President – Company Store Operations of KKDC. The Executive shall have such services to the Company responsibilities, powers and duties as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) be prescribed by the Board or the most senior executive officer of the Companies; provided that such responsibilities, powers and duties are substantially consistent with those customarily assigned to individuals serving in such position at comparable companies or as may be reasonably required for the proper conduct of the business of the Companies. During the Employment Period, Employee shall report to the Board and Executive shall devote his best efforts and his full business substantially all of her working time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) efforts to the business and affairs of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder Subsidiaries. The Executive shall not directly or indirectly render any services of a business, commercial or professional nature to any other person or organization not related to the best business of his abilities in a diligentthe Company or its Subsidiaries, trustworthy, businesslike and efficient manner and shall comply with the Company’s current policies and procedures in all material respects. During the Employment Period, Employee shall not serve as an officer or director of, or otherwise perform services whether for compensation foror otherwise, any other entity without the prior written consent approval of the Board; provided that Employee provided, however, the Executive may serve on the board of directors of one for-profit corporation with the prior approval of the Board, which will not be unreasonably withheld, and the Executive may serve as an officer a director of not-for-profit organizations or director ofengage in other charitable, civic or otherwise participate ineducational activities, purely educational, welfare, social, religious or civic organizations so long as such the activities described in this proviso do not interfere with Employeethe Executive’s employmentperformance of her duties hereunder or result in any conflict of interest with the Companies. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more Subsidiaries.

Position and Duties. (a) During the Employment PeriodTerm, Employee Executive shall serve as Chief Executive Officer hold the position of the Company and its SubsidiariesPresident of Dredging Operations, and shall have the normal duties, responsibilities, functions and authority of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power of the Company’s board of directors (the “Board”) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee shall report to the Board Company’s CEO and/or President. Executive shall perform such duties and responsibilities as are consistent with a senior employee and those duties as may be assigned to Executive by the CEO or President from time to time. For the avoidance of doubt, Executive’s duties and responsibilities may be changed per instruction of the CEO or President, so long as such duties and responsibilities are generally consistent with those assigned to a Division President of a company or division of comparable size in a comparable industry. Executive shall devote his best efforts and his Executive’s full business time time, attention, skill and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) energy to the business and affairs of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall use Executive’s reasonable best efforts to perform his duties, such responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthyloyal, and businesslike manner so as to advance the best interests of the Company. Executive shall act in conformity with Company’s written and efficient manner oral policies and within the limits, budgets and business plans set by the Company, and shall comply adhere to all rules and regulations in effect from time to time relating to the conduct of executives of the Company. The Executive’s office will be at the principal executive offices of the Company and Executive will be expected to conduct his activities from such office other than when traveling on behalf of the Company. Notwithstanding the foregoing, Executive shall be permitted to devote a reasonable amount of time and effort to civic and charitable organizations and managing personal investments; but only to the extent that such activities, individually or as a whole, do not materially interfere with the Companyexecution of Executive’s current policies and procedures in all material respects. During the Employment Period, Employee shall not serve as an officer or director ofduties hereunder, or otherwise perform services for compensation forviolate any provision of this Agreement. Executive shall not become involved in the management of any corporation, partnership or other entity, including serving on the board of directors of any other entity publicly traded company, without the prior written consent of the Company’s Board of Directors (the “Board; provided that Employee may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s employment”). (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Employee Executive shall serve as Chief the Group President. Executive Officer shall have such responsibilities, duties and authorities, and will render such services for the Company and its Subsidiaries or Affiliates as the Board of Directors of the Company (the “Board”) may from time to time direct. Executive will devote his best efforts, energies and abilities and his full business time, skill and attention to the business and affairs of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power of the Company’s board of directors (the “Board”) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee shall report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform his duties, duties and responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities ability, in a diligent, trustworthy, businesslike and efficient manner for the purpose of advancing the businesses of Company and shall comply its Subsidiaries. Executive acknowledges that his duties and responsibilities will require his full time business efforts and agrees that during the Employment Period he will not engage in any other business activity or have any business pursuits that interfere with Executive ‘s duties and responsibilities under this Agreement or are competitive with the businesses of the Company’s current policies . Notwithstanding the foregoing, Executive shall be permitted to devote a reasonable amount of time and procedures in all material respects. During the Employment Periodeffort to (i) providing service to, Employee shall not serve as an officer or director serving on governing boards of, civic and charitable organizations, and (ii) personally investing and managing personal and family investments in real estate and in any corporation, partnership or otherwise perform services for compensation forother entity; but in each case, only to the extent that any of the activities described in clauses (i) or (ii), individually or as a whole, do not (A) require or involve the active participation of Executive in the management of any corporation, partnership or other entity without or interfere with the prior written consent execution of the Board; provided that Employee may serve as an officer or director ofExecutive’s duties hereunder, or (B) otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s employmentviolate any provision of this Agreement. (db) For purposes of this Agreement, (i) “Subsidiaries” shall mean means any corporation or other entity (A) of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more Subsidiariessubsidiaries or (B) to which the Company or any of its Affiliates provide management services, and (ii) “Affiliate” of an entity means any other person or entity, directly or indirectly controlling, controlled by or under common control with an entity.

Position and Duties. (a) During the Employment Period, Employee Executive shall serve as Chief the Executive Officer Vice President - Regional Operations of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority of a Chief the Executive OfficerVice President - Regional Operations, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power and authority of the Company’s board of directors (the “Board”) 's Chief Operating Officer to expand or limit such duties, responsibilities, functions and authority, authority and to override overrule actions of the officers and employees of the Company. During the Employment Period, Employee Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive's position as the Chief Executive Officer and President and/or the Board may from time to time reasonably direct. (b) During the Employment Period, Employee Executive shall report to the Board Company's Chief Operating Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, Company and its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee . Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in good faith in a diligent, trustworthy, businesslike trustworthy and efficient professional manner and shall comply with the Company’s current 's and its Subsidiaries' policies and procedures in all material respects. During the Employment Period, Employee Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the BoardBoard (which shall not be unreasonably withheld, conditioned or delayed); provided that Employee Executive may serve as an officer participate on boards of charitable entities or director of, or otherwise participate in, purely educational, welfare, social, religious or other civic organizations entities so long as such activities do service does not materially interfere with Employee’s employmentExecutive's duties under this Agreement. (dc) For purposes of this Agreement, “"Subsidiaries” " shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more Subsidiaries.

Position and Duties. (a) a. During the Employment PeriodPeriod (as defined below), Employee Executive shall serve as Chief Executive Officer of the Company and its Subsidiaries, and shall have such duties and responsibilities as he is presently performing at the normal duties, responsibilities, functions and authority of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power time of the Companyexecution of this Agreement and such other duties and responsibilities as are customarily assigned to individuals serving in such position. During the Employment Period, Executive shall also perform those other duties and responsibilities consistent with Executive’s board position with the Company that may be assigned to him from time to time by the Board of directors Directors (the “Board”) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Company. In addition, the Company hereby agrees to cause Executive to be elected and reelected as a member of the Board and to maintain his status as a member of the Board. b. During the Employment Period, Employee Executive shall render such services report to the Company Board. In performing his duties and responsibilities for the Company, Executive shall comply with the policies and procedures as the Chief Executive Officer and President and/or the Board may adopted from time to time direct. (b) During the Employment Period, Employee shall report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner and shall comply with the Company’s current policies and procedures in all material respects. During the Employment Period, Employee shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided that Employee may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s employment. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly shall give the Company the benefit of his contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner, and shall devote all of his business time, attention, ability, knowledge, experience, skills, energy and best efforts exclusively to the performance of his duties and responsibilities for the Company. Executive hereby agrees to render his duties and responsibilities in such manner. c. During any Notice Period (as defined below) (whether given by the Company or through one Executive), the Company shall be under no obligation to assign any duties to Executive or more Subsidiariesto provide any work for him and shall be entitled to exclude him from its premises, provided that this shall not affect Executive’s entitlement to receive his Base Salary (as defined below) and regular benefits described in Section 3 during such Notice Period. Executive will not be in a position to commence employment with or provide any services to any other entity or person until such time as the Employment Period terminates.

Position and Duties. (a) During the Employment Period, Employee Executive shall serve as Chief Executive Officer the President, Specialty Sports Group of the Company and its Subsidiaries, (such “Group” being also referred to herein as the ”Group”) and shall have the normal duties, responsibilities, functions and authority of a customarily associated with such position and such other duties and responsibilities as may be assigned from time to time to Executive by the Company’s Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power Board of the Company’s board of directors Directors (the “Board”) and Executive Committee of the Board (the “Executive Committee”) to expand or limit such duties, responsibilities, functions and authority, authority and to override overrule actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee Executive shall report to the Board Company’s Chief Executive Officer and Executive shall devote his best efforts and his full business Executive’s full-time energies and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, Company and its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee . Executive shall perform his Executive’s duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike professional, ethical and efficient manner and shall comply with the Company’s current policies and procedures of the Company and its Subsidiaries and will cooperate fully with the Board in all material respectsthe advancement of the best interests of the Company. During So long as Executive is employed by the Employment PeriodCompany or any Subsidiary, Employee Executive shall not serve not, except as an officer provided herein or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided , render to any other person, corporation, firm, company, joint venture or other entity any services of any kind for compensation, or engage in any other activity, that Employee would compete with the Company or its Subsidiaries, and/or interfere with the performance of Executive’s duties for the Company and its Subsidiaries. Notwithstanding, Executive may engage in charitable, civic, fraternal and trade association activities that do not interfere materially with Executive’s obligations to the Company or any Subsidiary. Further, nothing in this Agreement shall limit Executive’s ability to: (i) serve as an officer or director ofa member of any board of directors for any non-profit organization, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do membership does not interfere materially or conflict with EmployeeExecutive’s employmentobligations to the Company or any Subsidiary; or (ii) as otherwise agreed by the Board in writing. Executive represents and warrants that Executive does not now, and will not during the Term of employment hereunder, have any financial interest in any competitor, supplier or customer of the Company or its Subsidiaries; provided that passive ownership (i.e., Executive does not directly or indirectly participate in the business or management of the applicable entity) of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange shall not be deemed to be a financial interest in a competitor, supplier or customer of the Company or its Subsidiaries. (dc) For purposes of this Agreement, “SubsidiariesSubsidiary” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determinationnow or hereafter, owned directly or indirectly by the Company, directly or through one or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Employee Executive shall serve as Chief Executive Officer the Senior Vice President Sales Service of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority of a Chief Executive Officerthat position, provided that Employee’s dutiesincluding without limitation responsibilities for the Field Service and National Account Sales of the Company, responsibilities, functions and authority are all subject to the power and authority of the Company’s board of directors (the “Board”) Company to direct, expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Company. During the Employment Period, Employee Executive shall render such administrative, financial and other executive and managerial services to the Company and its affiliates which are consistent with Executive’s position as the Chief Executive Officer and President and/or the Board Company may from time to time direct. For a minimum of one (1) year from the date of execution of this Agreement, Executive shall report to the President of the Company. Thereafter, at the Company’s discretion. Executive may be directed to report (and thereafter shall report) to the Chief Executive Officer of the Company. (b) During the Employment Period, Employee shall report to the Board and Executive shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, Company and its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee . Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries affiliates hereunder to the best of his abilities in a diligent, trustworthy, businesslike professional and efficient manner and shall comply with the Company’s current and its affiliates’ policies and procedures in all material respects. During the Employment Period, Employee Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the BoardCompany; provided that Employee Executive may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with EmployeeExecutive’s employment. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more Subsidiaries.

Position and Duties. (a) During Executive is engaged and agrees to perform services for and on behalf of Company as Chief Financial Officer of BYOC and Vice President of Finance of S800. Executive will have the Employment Period, Employee shall serve job duties and responsibilities as are normally associated with the foregoing position and such additional duties and responsibilities as may be assigned to him from time to time by the Chief Executive Officer or Board of the Company and its Subsidiaries, and Directors of BYOC or President of S800. Executive shall have the normal duties, responsibilities, functions and authority of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject report to the power of the Company’s board of directors (the “Board”) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and Board of Directors of BYOC and President and/or of S800. Executive will be subject to and abide by the Board may from time written policies and procedures of the Company applicable to time direct. (b) During the Employment Period, Employee shall report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs personnel of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions as may be adopted from time to time. Executive agrees to serve the Company faithfully and its Subsidiaries hereunder to the best of his abilities ability and shall devote his full time, attention, and energies to the business of the Company during customary business hours. The Executive agrees to carry out his duties in a diligent, trustworthy, businesslike competent and efficient professional manner and shall comply with to at all times promote the best interests of the Company’s current policies and procedures in all material respects. During Except as expressly provided herein, the Executive shall not, during the Employment Period, Employee engage in any other business, whether or not pursued for profit. Nothing contained herein shall be construed as preventing the Executive from investing in any other business or entity which is not serve in competition with the business of the Company. Nothing contained herein shall be construed as an officer preventing the Executive from (1) engaging in personal business affairs and other personal matters, (2) serving on civic or director ofcharitable boards or committees, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided that Employee may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s employment. (d3) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of serving on the board of directors of companies that do not compete directly or other governing body are, at the time of determination, owned by indirectly with the Company, directly or through one or more Subsidiariesprovided however, that none of such activities materially interferes with the performance of his duties under this Agreement and provided further that the Board of Directors of BYOC approves of each such proposed appointment which approval shall not be unreasonably withheld.

Position and Duties. (a) During the Employment PeriodTerm (as defined in Section 2 hereof), the Employee shall serve as the Chief Executive Administrative and Chief Financial Officer of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power of the Company’s board of directors (the “Board”) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Company. During In this capacity, the Employment Period, Employee shall render have the duties, authorities and responsibilities as are required by the Employee’s position, and such services other duties, authorities and responsibilities as may reasonably be assigned to the Employee that are not inconsistent with the Employee’s position as Chief Administrative and Chief Financial Officer of the Company. The Employee’s principal place of employment with the Company shall be in the Chicago, Illinois metropolitan area or (b) such other place as mutually agreed upon by the Employee and the Chief Executive Officer (the “CEO”), provided that the Employee understands and President and/or agrees that the Board Employee may be required to travel from time to time directfor business purposes. The Employee shall report directly to the Company’s CEO. (b) During the Employment PeriodTerm, the Employee shall report devote all of the Employee’s business time, energy, business judgment, knowledge and skill and the Employee’s best efforts to the Board performance of the Employee’s duties with the Company; provided that the Employee shall be entitled to serve on for-profit, civic, charitable, educational, religious, public interest, or public service boards, and shall devote his best efforts to manage the Employee’s personal and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) family investments, in each case, to the business and affairs extent such activities do not materially interfere with the performance of the Company, its current Employee’s duties and future, direct and indirect, Subsidiaries, parentsresponsibilities hereunder, and related entities or affiliatesprovided further that the Employee shall not serve on more than one for-profit board without the consent of the Board of Directors of the Company (the “Board”). (c) Employee shall perform his duties, responsibilities and functions to As of 11:59 p.m. (Eastern Time) on the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner and shall comply with the Company’s current policies and procedures in all material respects. During the Employment Period, Employee shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided that Employee may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s employment. (d) For purposes date of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect Employee resigns as a majority director of the board Company. Employee’s execution of directors or other governing body are, at the time this Agreement shall serve as written notice of determination, owned by Employee’s resignation as a director of the Company, directly or through one or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Employee shall serve as the Chief Executive Accounting Officer & Vice President of Finance, and in connection therewith Employee shall render services to the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions responsibilities and authority of a Chief Executive Officer, provided that which are consistent with Employee’s dutiesposition, responsibilities, functions and authority are all subject to the power and authority of the Company’s board officers and the Board of directors Directors of the Company (the “Board”) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee shall report to the Board Chief Executive Officer (or such other person as shall be designated by the Board). Employee shall perform Employee’s duties and responsibilities to the best of Employee’s abilities in a diligent, trustworthy, businesslike and efficient manner. Employee shall devote his best efforts and his Employee’s full business time time, energies and attention (except for permitted vacation periods and reasonable periods of illness or other temporary incapacity) to the business and affairs of the Company. However, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions to may seek approval for external obligations from the Company and its Subsidiaries hereunder to Board by disclosing such activities on the best Conflict of his abilities in a diligent, trustworthy, businesslike and efficient manner and shall comply with Interest Disclosure form attached hereto as Exhibit A. So long as Employee is employed by the Company’s current policies and procedures in all material respects. During the Employment Period, Employee shall not serve as an officer or director ofnot, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board, accept other employment or perform other services for compensation or that interfere with Employee’s employment with the Company; provided provided, however, that Employee may serve as an officer or director of, of or otherwise participate in, in purely educational, welfare, social, religious or and civic organizations so long as such activities are not in competition with the Company or do not interfere with Employee’s employmentability to carry out Employee’s duties under this Agreement. (c) Employee shall comply with all lawful rules, policies, procedures, regulations and administrative directions now or hereafter reasonably established by the Board for employees of the Company. (d) For purposes The Company shall have the right to assign Employee new duties and to change Employee’s title subject to Section 4 of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Employee Executive shall serve as Chief Executive Officer the Vice President of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power Development of the Company’s board , reporting to the President and the Board of directors (Directors. Subject to the “Board”) to expand or limit such duties, responsibilities, functions and authority, and to override actions authority of the officers Board of Directors, Executive shall have such other powers and employees of the Company. During the Employment Period, Employee shall render such services to the Company duties as the Chief Executive Officer and President and/or the Board may from time to time directbe prescribed by the President or the Board of Directors, provided that such duties are reasonable and customary for a vice president of development. Executive shall devote his entire working time, attention and energies to the business of the Company. (b) During the Employment Period, Employee shall report Anything herein to the Board contrary notwithstanding, nothing shall preclude the Executive from (i) serving the boards of directors of a reasonable number of other corporations, or the boards of a reasonable number of trade associations and/or charitable organizations, (ii) engaging in charitable activities and shall devote community affairs, and (iii) managing his best efforts personal, investments and affairs, provided that such activities do not materially interfere with the proper performance of his full business time duties and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of responsibilities as the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates's Vice President of Development. (c) Employee If, at any time during the term of her employment, the Board of Directors shall perform his duties, responsibilities and functions fail to elect Executive to the Company and its Subsidiaries hereunder to the best office of his abilities in a diligent, trustworthy, businesslike and efficient manner and shall comply with Vice President of Development of the Company’s current policies , or shall remove her from such office, other than as provided for in this Agreement, Executive shall have the right to terminate her services hereunder for Good Reason pursuant to Section 7(d) and procedures Executive shall have no further Obligation under this Agreement. (d) Executive agrees to serve without additional compensation, if elected or appointed thereto, in all material respects. During one or more offices or as a director of any of the Employment PeriodCompany's subsidiaries; provided, Employee however, that Executive shall not be required to serve as an officer or director of, or otherwise perform services for compensation for, of any other entity without the prior written consent of the Board; provided that Employee may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s employmentsubsidiary if such service would expose him to potential adverse financial consequences. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more Subsidiaries.

Position and Duties. (a) During The Executive shall have the Employment Periodduties, Employee shall serve responsibilities and authorities customarily associated with the position of Executive Vice President in a company the size and nature of the Company and will perform such additional duties as the Chief Executive Officer of the Company and its Subsidiaries, and (the “CEO”) shall have determine. The Executive shall report directly to the normal duties, responsibilities, functions and authority of a Chief Executive Officer. The Executive agrees to serve, provided that Employee’s dutieswithout additional compensation, responsibilities, functions and authority are all subject to the power as a member of the Company’s board of directors and/or as an officer of any Affiliate (the “Board”as defined in Section 14(c) to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees below) of the Company. During the Employment Period, Employee shall render such services The Executive agrees to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee shall report to the Board and shall devote his best efforts and his full business time time, attention and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) energies to the business of the Company and affairs its Affiliates and the performance of his duties hereunder. Executive shall not, without the prior written consent of the Company, its current and futuredirectly or indirectly, direct and indirectduring the Term, Subsidiariesrender services, parentsfor compensation or otherwise, and related entities to or affiliates. (c) Employee for any other person or firm; provided that nothing herein shall perform his duties, responsibilities and functions be interpreted to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner and shall comply with the Company’s current policies and procedures in all material respects. During the Employment Period, Employee shall not serve preclude Executive from participating as an officer or director of, or otherwise perform services for compensation foradvisor to, (i) any charitable or other entity without tax exempt or civic organization on which the prior written consent Executive is serving as of the Board; provided that Employee may serve as an officer or director ofdate of this Agreement and has previously notified the CEO of the Company in writing, or otherwise participate in(ii) a reasonable number of other companies, purely subject to the advance approval of the CEO, and (iii) civic, charitable, educational, welfarereligious, socialpublic interest or public service boards, religious or civic organizations so long as but only to the extent the activities set forth in clauses (i), (ii) and (iii), taken together, do not materially interfere with the performance of the Executive’s duties and responsibilities hereunder and such activities do not interfere with Employee’s employment. (d) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which adversely reflect on the securities or other ownership interests having the voting power to elect a majority reputation of the board Company or conflict with the business goals of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more Subsidiariesas determined in the sole discretion of the CEO. The Executive may also manage his personal and family investments, to the extent such activities do not materially interfere with the performance of his duties and responsibilities hereunder.

Position and Duties. (a) During the Employment Period, Employee Executive shall serve as the Chief Executive Officer (including full profit and loss responsibility for the operation of the Company and its Subsidiaries, ) of the Company and shall have the normal duties, responsibilities, functions and authority of a the Chief Executive OfficerOfficer (including full profit and loss responsibility for the operation of the Company and its Subsidiaries), provided that Employee’s duties, responsibilities, functions and authority are all subject to the power and authority of the Company’s board of directors (the “Board”) Board to expand or limit such duties, responsibilities, functions and authority, authority and to override overrule actions of the officers and employees of the Company. During the Employment Period, Employee Executive shall render such administrative, financial and other executive and managerial services to the Company ▇▇▇▇▇▇▇ and its Subsidiaries which are consistent with Executive's position as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee Executive shall report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, ▇▇▇▇▇▇▇ and its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee . Executive shall perform his duties, responsibilities and functions to the Company ▇▇▇▇▇▇▇ and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike professional and efficient manner and shall comply with the Company’s current 's and its Subsidiaries' policies and procedures in all material respects. During the Employment Period, Employee Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided that Employee Executive may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Employee’s Executive's employment. (dc) For purposes of this Agreement, “"Subsidiaries” " shall mean mean, with respect to any corporation Person, any corporation, limited liability company, partnership, association, or other business entity of which the securities or other ownership interests having the voting power to elect (i) if a corporation, a majority of the board total voting power of directors shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or other governing body are, trustees thereof is at the time of determination, owned by the Companyor controlled, directly or through indirectly, by that Person or one or more Subsidiariesof the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of the Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control any managing director or member or general partner of such limited liability company, partnership, association, or other business entity. For purposes hereof, "Person" shall mean an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a governmental entity or any department, agency, or political subdivision thereof.

Position and Duties. (a) During the Employment Period, Employee Executive shall serve as Chairman, President and Chief Executive Officer of the Company, and/or in such other position or positions with the Company or its affiliates commensurate with his position and its Subsidiaries, and shall have experience as the normal duties, responsibilities, functions and authority Board of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power Directors of the Company’s board of directors Company (the “"Board”") shall from time to expand or limit such duties, responsibilities, functions and authority, and to override actions of the officers and employees of the Companytime specify. During the Employment Period, Employee Executive shall render have the duties, responsibilities and obligations customarily assigned to individuals serving in the position or positions in which Executive serves hereunder and such services to the Company other duties, responsibilities and obligations as the Chief Executive Officer and President and/or the Board may shall from time to time direct. (b) During the Employment Period, Employee shall report to the Board and specify. Executive shall devote his best efforts and his full business time and attention (to the services required of him hereunder, except for permitted vacation periods time and reasonable periods of illness absence due to sickness, personal injury or other incapacity) disability, and shall use his best efforts, judgement, skill and energy to perform such services in a manner consonant with the duties of his position and to improve and advance the business and affairs interests of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner and shall comply with the Company’s current policies and procedures in all material respectsaffiliates. During the Employment Period, Employee Executive shall not serve comply with the Code of Conduct of the Company. Unless and to the extent inconsistent with the terms of any published Company policy or code of conduct as an officer or director ofin effect on the date hereof and as hereafter amended, or otherwise perform services for compensation for, nothing contained herein shall preclude Executive from (a) serving on the board of directors of any other entity without business corporation with the prior written consent of the Board; provided that Employee may serve as an officer or director , (b) serving on the board of, or otherwise participate inworking for, purely educationalany charitable or community organization, welfareor (c) pursuing his personal financial and legal affairs, social, religious or civic organizations so long as such activities the foregoing activities, individually or collectively, do not interfere with Employee’s employment. (d) For purposes the performance of this Agreement, “Subsidiaries” shall mean Executive's duties hereunder or violate any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board provisions of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more SubsidiariesSection 9 hereof.