Common use of Position and Duties Clause in Contracts

Position and Duties. During the Employment Period, Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient manner.

Position and Duties. (a) During the Employment Period, Executive ------------------- will Term (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"as defined in Section 2 hereof), (ii) exclusively the Employee shall serve as the Chief Executive ----- Officer of Holdings LLC and the Company and (iiithe Business and, upon appointment as provided in Section 1(d) render such managerialbelow, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority a member of the Board of Directors of the Company (the “Board”). In this capacity, the Employee shall have responsibility for the general management and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards control of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities Company and the Business and shall have all duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as the Chairman (the “Chairman”) of the Board shall designate from time to time that is are not inconsistent with the Employee’s position as Chief Executive Officer of the Company and/or the Business. Such duties include, but are not limited to (1) managing the day-to-day operations of the Company and the Business, (2) managing the efforts of the Company and the Business to comply with applicable laws and regulations, (3) promotion of the Company and the Business and their respective services, (4) supervising employees of the Company and the Business, (5) providing prompt and accurate reports to the Board regarding the affairs and condition of the Company and the Business, and (6) making recommendations to the Board concerning the strategies, capital structure, tactics, and general operations of the Company and the Business. As the Chief Executive Officer of the Company, the Employee shall report to (1) the Chairman and (2) the board of directors of any subsidiary he may serve hereunder. As the Chief Executive Officer of the Business, the Employee shall report to the board of directors of the Business. (b) During the Employment Term, the Employee shall devote all of the Employee’s business time, energy and skill and the Employee’s best efforts to the performance of the Employee’s duties with the Company; provided, that the foregoing shall not prevent the Employee from (i) serving on the boards of directors of non-profit organizations and, with the prior written approval of the Board in each instance, other for-profit companies, (ii) participating in charitable, civic, educational, professional, community or industry affairs, and (iii) managing the Employee’s passive personal investments; so long as such activities do not, individually or in the aggregate, interfere or conflict with the Employee’s duties hereunder or create a potential conflict of interest; provided further, that the foregoing shall not prevent the Employee from participating in other non-passive activities if, as and when approved by the Board, in each instance. If the Board determines, in its sole discretion, that any outside activity or activities pose or will pose a conflict of interest, or that the time commitments required interfere with the performance of the Employee’s duties hereunder, even if previously approved, the Employee shall, at the request of the Board, cease such activities at the earliest available opportunity. (c) The Employee shall serve hereunder as an officer or director of any subsidiary or division of the Company that includes any portion of the Business as requested by the Company from time to time without any additional compensation therefor. The Company may, without limiting its liability hereunder, cause any subsidiary to assume the Company’s obligations hereunder. (d) The Board shall take such action as may be necessary to fulfill his duties to appoint or elect the Muzak Entities Employee as set forth above; provided thata member of the Board as of the Effective Date. Thereafter, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or Term (as defined in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activitiesSection 2 hereof), the "Business") other than (i) on behalf of any Board shall nominate the Employee for re-election as a member of the Muzak -------- Entities or (ii) as a passive owner of less than 5% Board at the expiration of the outstanding stock of a corporation of any class which is publicly tradedthen current term; provided, so long as Executive has no direct or indirect participation in that the business of such corporation. Executive will report foregoing shall not be required to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient mannerextent prohibited by legal or regulatory requirements.

Position and Duties. (a) During the Employment Period, Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively shall serve as the Chief Executive ----- Information Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCParent, the Company and their respective subsidiaries Subsidiaries (as defined below) and shall have the normal duties, responsibilities, and authority of an executive serving in such entities, position subject to the "Muzak Entities") as are from time to time necessary in connection with direction of Parent’s Chief Executive Officer and Parent’s board of directors (the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, “Board”). (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales Executive shall report to Parent’s Chief Executive Officer and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will shall devote the appropriate his best efforts and full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Muzak Entities that is necessary Company and their Subsidiaries. Executive shall perform his duties, responsibilities and functions to fulfill his duties Parent, the Company and their Subsidiaries hereunder in good faith and to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business best of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities abilities in a diligent, trustworthy, businesslike professional and efficient mannermanner and shall comply with Parent’s , the Company’s and their Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensation; provided, that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunder. (c) Executive shall perform his duties hereunder at the Company’s offices in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (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 Parent or the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively shall serve as the Chief Executive ----- Officer Vice President – Business Development of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCParent, the Company and their respective subsidiaries Subsidiaries (as defined below) and shall have the normal duties, responsibilities, and authority of an executive serving in such entities, position subject to the "Muzak Entities") as are from time to time necessary in connection with direction of Parent’s Chief Executive Officer and Parent’s board of directors (the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, “Board”). (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales Executive shall report to Parent’s Chief Executive Officer and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will shall devote the appropriate his best efforts and full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Muzak Entities that is necessary Company and their Subsidiaries. Executive shall perform his duties, responsibilities and functions to fulfill his duties Parent, the Company and their Subsidiaries hereunder in good faith and to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business best of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities abilities in a diligent, trustworthy, businesslike professional and efficient mannermanner and shall comply with Parent’s, the Company’s and their Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensation; provided, that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunder. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (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 Parent or the Company, directly or through one of more Subsidiaries

Position and Duties. (a) During the Employment Period, Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively shall serve as the President and Chief Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCParent, the Company and their respective subsidiaries Subsidiaries (as defined below) and shall have the normal duties, responsibilities, and authority of an executive serving in such entities, position subject to the "Muzak Entities") as are from time to time necessary in connection with direction of Parent’s board of directors (the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, “Board”). (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect Executive shall report to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will shall devote the appropriate his best efforts and full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Muzak Entities that is necessary Company and their Subsidiaries. Executive shall perform his duties, responsibilities and functions to fulfill his duties Parent, the Company and their Subsidiaries hereunder in good faith and to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business best of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities abilities in a diligent, trustworthy, businesslike professional and efficient mannermanner and shall comply with Parent’s, the Company’s and their Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensation; provided, that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunder. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (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 Parent or the Company, directly or through one of more Subsidiaries

Position and Duties. (a) During the Employment Period, Executive ------------------- will (i) shall serve on as Mirant’s Senior Vice President and Head of Asset Management – US Region. During the board of directors (or equivalent supervising body) of Holdings LLC Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its affiliates (the "Board"), (ii“Company Group”) exclusively serve as are consistent with Executive’s position and the by-laws of the Company and as the Chief Executive ----- Officer of Holdings LLC (“CEO”) and the Company Executive Vice President and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are US Region Head may from time to time necessary in connection with the -------------- management and affairs reasonably direct. Executive shall also serve for no additional compensation or remuneration as an officer or director of such subsidiaries of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties Company as may from time to time reasonably be prescribed designated by the Board which are consistent with Board. (b) During the duties outlined above in (a) through (e)Employment Period, subject Executive shall report to the authority of the Board Executive Vice President and to the proviso set forth in the following sentence. Executive will US Region Head and shall devote the appropriate his best efforts and his full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill Company. Executive shall perform his duties duties, responsibilities and functions to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report Company hereunder to the Board. Executive will perform best of his duties and responsibilities abilities in a diligent, trustworthy, businesslike professional and efficient mannermanner and shall comply with the Company’s 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 and shall support and cooperate with the Company’s efforts to operate profitably and in conformity with the business and strategic plans approved by the Board. During the Employment Period, 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 which shall not be unreasonably withheld; provided, however, that the Board hereby consents to Executive’s service on and after the Commencement Date as a director of each of the corporations listed on Exhibit A. Executive may serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s regular performance of duties and responsibilities hereunder. 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 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.

Position and Duties. (a) During the Employment Period, Employee shall serve as Chief Executive ------------------- will (i) serve on 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 equivalent supervising body) limit such duties, responsibilities, functions and authority, and to override actions of Holdings LLC (the "Board")officers and employees of the Company. During the Employment Period, (ii) exclusively serve Employee shall render such services to the Company as the Chief Executive ----- Officer of Holdings LLC and President and/or the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as Board may from time to time reasonably be prescribed by direct. (b) During the Board which are consistent with the duties outlined above in (a) through (e)Employment Period, subject Employee shall report to the authority of the Board and to the proviso set forth in the following sentence. Executive will shall devote the appropriate his best efforts and his full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform his duties duties, responsibilities and functions to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming Company and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report its Subsidiaries hereunder to the Board. Executive will perform best of his duties and responsibilities abilities in a diligent, trustworthy, businesslike and efficient mannermanner 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 shall serve as Chief Financial Officer of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority of a Chief Financial Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power of the Chief Executive ------------------- will (i) serve on Officer and President of the Company and the Company’s board of directors (the “Board”) to expand or equivalent supervising body) limit such duties, responsibilities, functions and authority, and to override actions of Holdings LLC (the "Board")officers and employees of the Company. During the Employment Period, (ii) exclusively serve Employee shall render such services to the Company as the Chief Executive ----- Officer of Holdings LLC and President and/or the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as Board may from time to time reasonably be prescribed by direct. (b) During the Board which are consistent with the duties outlined above in (a) through (e)Employment Period, subject Employee shall report to the authority of Chief Executive Officer and President and the Board and to the proviso set forth in the following sentence. Executive will shall devote the appropriate his best efforts and his full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform his duties duties, responsibilities and functions to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming Company and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report its Subsidiaries hereunder to the Board. Executive will perform best of his duties and responsibilities abilities in a diligent, trustworthy, businesslike and efficient mannermanner 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, Executive ------------------- will (i) serve on the board Executive's position (including status, offices, titles and reporting relationships), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of directors those held, exercised and assigned at any time during the 90-day period immediately preceding the Effective Date, and (ii) the Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or equivalent supervising bodyany office or location less than thirty-five (35) miles from such location. Such position, authority, duties and responsibilities shall be regarded as not commensurate if, as a result of a Change of Control, (i) the Corporation becomes a direct or indirect subsidiary of another corporation or corporations or becomes controlled, directly or indirectly, by one or more unincorporated entities (such other corporation or unincorporated entity owning or controlling, directly or indirectly, the greatest amount of equity (by vote) of Holdings LLC (the Corporation is hereinafter referred to as a "BoardParent Company"), or (ii) exclusively serve all or substantially all of the assets of the Corporation are acquired by another corporation or unincorporated entity or group of corporations or unincorporated entities owned or controlled, directly or indirectly, by another corporation or unincorporated entity (such other acquiring or controlling corporation or unincorporated entity is hereinafter referred to as a "Successor"), unless, in each case, (x) Section (c) of this Agreement shall have been complied with and (y) the Executive shall have assumed a position with such Parent Company or Successor, as the Chief Executive ----- Officer of Holdings LLC case may be, and the Executive's position, authority, duties and responsibilities with such Parent Company or Successor, as the case may be, are at least commensurate in all material respects with the most significant of those held, exercised and assigned with the Corporation at any time during the 90-day period immediately preceding the Effective Date, or (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs more than one unrelated corporation or unincorporated entity acquires a significant portion of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, assets of the Corporation. (b) advising on During the strategic direction of the Muzak EntitiesEmployment Period, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable excluding periods of illness or other incapacity) vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Muzak Entities that is Corporation and, to the extent necessary to fulfill his duties discharge the responsibilities assigned to the Muzak Entities as set forth above; provided thatExecutive hereunder, during to use the Employment Period, -------- Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. The Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than may (i) serve on behalf of any of the Muzak -------- Entities corporate, civic or charitable boards or committees, (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradeddeliver lectures, fulfill speaking engagements or teach at educational institutions and (iii) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive has no direct or indirect participation in prior to the business Effective Date, the continued conduct of such corporation. Executive will report activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Board. Executive will perform his duties and Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities in a diligent, trustworthy, businesslike and efficient mannerto the Corporation.

Position and Duties. (a) During the Employment PeriodTerm, Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively Employee shall serve as the Chief Executive ----- Officer of Holdings LLC and the Company President. The Employee shall have such duties, functions, responsibilities, and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") authority as are from time to time necessary in connection delegated to the Employee by the Board of Directors of the Company (the “Board”) or are otherwise consistent with the -------------- management duties, responsibilities and affairs authority of the Muzak Entitiesexecutive office held by the Employee; provided that with respect to any specifically delegated duties, includingfunctions, responsibilities and authority, such duties, functions, responsibilities, and authority are reasonable and customary for a person serving in the office/position of a public company comparable to the Company. The Chief Executive Officer and President shall report and be accountable to the Board of Directors of the Company. (b) During the Employment Term, the Employee will: (i) devote substantially all of his time during normal business hours to the business of the Company, fulfill his duties and obligations under this 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 is not 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 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, (a) participating in lender/investor communications, (b) advising on the strategic direction standard policies and procedures of the Muzak Entities, 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) rendering sales The Employee acknowledges that this Agreement contains a non-disclosure of proprietary information and marketing services non-competition provisions, and the Employee agrees to comply with respect these provisions. The Employee understands that entering into and complying with these provisions is a condition to owned affiliates the Employee’s continued employment with the Company and national sales, that failure to comply with the terms of these provisions may result in immediate termination from employment. (d) pursuing acquisitions, (e) assisting In connection with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed the Employee’s employment by the Board which are consistent with Company under this Agreement, the duties outlined above in (a) through (e), subject to Employee shall be based at the authority principal executive offices of the Board and to the proviso set forth Company in the following sentence. Executive will devote the appropriate time and attention (San Antonio, Texas, except for permitted vacation periods, community service and service on such reasonable travel as the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs performance of the Muzak Entities that is necessary to fulfill his Employee’s duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activitiesthe Company may require. Notwithstanding the foregoing, the "Business") other than (i) on behalf of any Board may in its reasonable discretion determine to relocate the principal offices of the Muzak -------- Entities or (ii) as Company for any necessary business purpose and doing so shall not be a passive owner breach of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient mannerthis Agreement.

Position and Duties. (a) During the Employment Period, Executive ------------------- will shall serve as the ____________ of the ___________________ Group of the Company or any successor to such Group, in each case as constituted from time to time (i) serve on the board "Group"), and shall have the normal duties, responsibilities and authority of directors (or equivalent supervising body) an executive serving in such position, subject to the power of Holdings LLC the Board of Directors of the Company (the "Board"), (ii) exclusively serve as or the Chief Executive ----- Officer President of Holdings LLC and the Company to expand or limit such duties, responsibilities and (iii) render such managerialauthority, analytical, administrative, marketing, creative and other executive services to Holdings LLC, either generally or in specific instances. Executive shall have the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs title ____________________ of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e)Group, subject to the authority power of the Board to change such title from time to time. During the Employment Period, Executive shall also serve as a director of the Company for so long as the Board nominates him to that position and he is elected to it, as a ____________ of the Company for so long as the Board elects or appoints him to that position and as a director of any affiliate of the Company designated by the Board for so long as the Board causes him to be elected to such position. (b) Executive shall report to the proviso set forth in President of the following sentence. Company. (c) During the Employment Period, Executive will shall devote the appropriate his best efforts and his full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacityincapacity and, provided such activities do not exceed those in which Executive has engaged in the past, participation in charitable and civic endeavors and management of Executive's personal investments and business interests) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to Group and the Muzak Entities as set forth above; provided thatbusiness and affairs of any other group of the Company, during any division of the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services forCompany, or any subsidiary or affiliate of the Company (or any group or division thereof), engaged in the security, alarm or monitoring products business or any other manner engage business the same as or similar to or related to that then engaged in by the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporationGroup. Executive will report to the Board. Executive will shall perform his duties and responsibilities to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner. (d) Executive shall perform his duties and responsibilities principally in the __________________ area, and shall not be required to travel outside that area any more extensively than he has done in the past in the ordinary course of the business of the Company.

Position and Duties. (a) During the Employment Period, Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively shall serve as the President and Chief Executive ----- Officer of Holdings LLC and the Company and shall have the normal duties, responsibilities, functions and authority of the President and Chief Executive Officer, subject to the power and authority of the Board of Directors of the Company (iiithe “Board”) to expand or limit such duties, responsibilities, functions and authority. During the Employment Period, Executive shall render such managerial, analytical, administrative, marketing, creative financial and other executive and managerial services to Holdings LLCthe Company, its Subsidiaries (as defined below) and Tandus Group, Inc., the sole owner of the common stock of the Company and their respective subsidiaries (such entitiescollectively, the "Muzak Entities") “Group”), that are consistent with Executive’s position as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as Board may from time to time reasonably be prescribed by direct. (b) During the Board which are consistent with the duties outlined above in Employment Period, Executive shall (ai) through (e), subject report to the authority of the Board Board, (ii) devote his best efforts and to the proviso set forth in the following sentence. Executive will devote the appropriate his full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill Group, and (iii) reside in the region including and surrounding the cities of Chattanooga, Tennessee and Dalton, Georgia. Executive shall perform his duties duties, responsibilities and functions to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report Group hereunder to the Board. Executive will perform best of his duties and responsibilities abilities in a diligent, trustworthy, businesslike professional and efficient mannermanner and shall comply with the Group’s policies and procedures in all material respects. During the Employment Period, 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, however, that Executive may serve as an officer or director of or otherwise participate in solely educational, welfare, social, religious and civic organizations so long as such activities do not interfere with Executive’s duties and responsibilities with the Group. (c) 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 of more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive ------------------- will (i) shall serve on as the board Senior Vice President-Sales of directors (or equivalent supervising body) the Company and shall have the normal duties, responsibilities, functions and authority of Holdings LLC the Senior Vice President-Sales, subject to the power and authority of the Company's Board of Directors (the "Board")) to expand or limit such duties, (ii) exclusively serve as responsibilities, functions and authority and to overrule actions of officers of the Chief Company. During the Employment Period, Executive ----- Officer of Holdings LLC shall render such administrative, and other executive and managerial services to the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, its Subsidiaries which are consistent with Executive's position as the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as Board may from time to time reasonably be prescribed by direct. (b) During the Board which are consistent with the duties outlined above in (a) through (e)Employment Period, subject Executive shall report to the authority of the Board Company's Chief Executive Officer and to the proviso set forth in the following sentence. Executive will shall devote the appropriate his best efforts and his full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill Company and its Subsidiaries. Executive shall perform his duties duties, responsibilities and functions to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming Company and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report its Subsidiaries hereunder to the Board. Executive will perform best of his duties and responsibilities abilities in a diligent, trustworthy, businesslike professional and efficient mannermanner and shall comply with the Company's and its Subsidiaries' policies and procedures in all material respects. During the Employment Period, 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 Executive may serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not interfere with Executive's employment hereunder. (c) 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 of more Subsidiaries.

Position and Duties. (a) During the Employment Period, the Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively shall serve as the Chief Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerialshall have the normal duties, analytical, administrative, marketing, creative responsibilities and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs authority of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e)Chief Executive Officer, subject to the authority power of the Board and the powers delegated to the proviso set forth Executive’s superiors (if any) by the Board. The Executive shall also serve as Chairman of the Board during the Employment Period unless the Board determines in the following sentence. future that the role of Chairman of the Board should be separated from the role of Chief Executive will Officer in order to respond to statutory or stock exchange listing obligations or then-prevalent corporate practices. (b) The Executive shall report to the Board, and the Executive shall devote the appropriate time his best efforts and substantially all of his business time, attention and energies (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities Company and its Subsidiaries (as set forth above; provided that, during the Employment Period, -------- defined below). The Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will shall perform his duties and responsibilities to the best of his abilities in a diligent, trustworthy, and businesslike manner. The Executive will perform his duties under this Agreement substantially from Company locations (except for the performance of duties required during permitted vacation periods). During the Employment Period, the Executive shall not engage in any business activity which, in the 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, however, that the Company acknowledges that the Executive may devote such time that the Executive deems appropriate for managing his own investment portfolio and efficient mannermay serve as a member of the boards of directors of non-profit or charitable organizations, so long as the Executive shall at all times adequately fulfill his obligations pursuant to this Section 2(b). (c) For purposes of this Agreement, (i) “Subsidiaries” shall mean any corporation, partnership, limited liability company or similar business organization of which the securities having a majority of the voting power in electing directors or the comparable governing body or Person 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 PeriodTerm, the Executive ------------------- will shall serve as the Chief Financial Officer of the Company and shall have the authority, functions, duties, powers and responsibilities normally associated with such positions and as from time to time may be prescribed by the Board. The Executive agrees, subject to his election as such and without additional compensation, to serve during the Term in such additional offices of comparable stature and responsibility to which he may be elected from time to time in the Company’s Subsidiaries and to serve as a director and as a member of any committee of the Board and as a director of the Company’s Subsidiaries. (b) During the Term and subject to the provisions of Section 4(c), (i) serve the Executive’s services shall be rendered on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board")a full-time, exclusive basis, (ii) exclusively serve as he will apply on a full-time basis all of his skill and experience to the Chief Executive ----- Officer performance of Holdings LLC his duties in such employment, and shall report only to the Company and Board, (iii) render such managerial, analytical, administrative, marketing, creative he shall have no other employment or outside business activities and other executive services to Holdings LLC(iv) unless the Executive otherwise consents, the Company and their respective subsidiaries (such entities, headquarters for the "Muzak Entities") as are from time to time necessary in connection with performance of his services shall be the -------------- management and affairs executive offices of the Muzak Entities, including, but not limited to, (a) participating Company in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e)greater New York City area, subject to such reasonable travel as the authority performance of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data deliverythe Company may require. (c) During the Term, satellite delivered cable television channelsthe Executive shall not, audio marketing and in-store advertising directly or indirectly, without the prior written consent of the Board, render any services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices any person (together with all reasonably related activities, the "Business") other than the Company and its Subsidiaries and other persons in which the Company may have an interest), or acquire any interest of any type in any such other person that is in competition with the Company or any of its Subsidiaries or in conflict with his full-time, exclusive position as a senior executive officer of the Company; provided, however, that the foregoing shall not be deemed to prohibit the Executive from (i) on behalf acquiring, solely as an investment, securities of any person which are registered under Section 12(b) or 12(g) of the Muzak -------- Entities or Securities Exchange Act of 1934, as amended (iithe “Exchange Act”) as a passive owner of less than 5% of the outstanding stock of a corporation of any class and which is are publicly traded, so long as Executive he is not part of any group required to make any filing under Section 13(d) of the Exchange Act in respect of such person and such securities do not constitute 2% or more of any class of outstanding securities of such person, (ii) acquiring, solely as an investment, any securities of any person (other than a person that has no direct outstanding securities covered by the preceding clause (i)) so long as he remains a passive investor in such person and does not become part of any control group thereof and so long as such person is not, directly or indirect participation indirectly, in competition with the Company or any of its Subsidiaries or (iii)(A) serving on the boards of directors of a reasonable number of other corporations (none of which are in competition with the Company or its Subsidiaries) or the boards of a reasonable number of trade associations and/or charitable organizations or, with the prior written consent of the Committee, to provide consulting services for any such corporation, trade association and/or charitable organization, (B) engaging in charitable activities and community affairs and (C) managing his personal investments and affairs, provided that the activities referred to in this clause (iii) do not in the business aggregate interfere in any material respect with the proper performance of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities as the Chief Financial Officer. For purposes of the foregoing, a person shall be deemed to be in competition with the Company or any of its Subsidiaries if it (or its Subsidiaries or Affiliates) is then engaged in any line of business that is substantially the same as any line of business in which the Company or any of its Subsidiaries is engaged. (d) The Company shall use its best efforts to cause the Executive to be a diligent, trustworthy, businesslike member of the Board throughout the Term and efficient mannershall include him in the management slate for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire.

Position and Duties. (a) During the Employment Period, Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively shall serve as the Chief Executive ----- Officer of Holdings LLC and the Company and (iii) Holdings and shall have the normal duties, responsibilities, functions and authority of the Chief Executive Officer, subject to the power and authority of the Company's Board of Directors to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company and Holdings. During the Employment Period, Executive shall render such managerial, analytical, administrative, marketing, creative financial and other executive and managerial services to Holdings LLCHoldings, the Company and their respective subsidiaries (such entities, Subsidiaries which are consistent with Executive's position as the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as Board may from time to time reasonably be prescribed by direct. (b) During the Board which are consistent with the duties outlined above in (a) through (e)Employment Period, subject Executive shall report to the authority of the Company's Board and to the proviso set forth in the following sentence. Executive will shall devote the appropriate his full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of Holdings, the Muzak Entities that is necessary Company and their respective Subsidiaries. Executive shall perform his duties, responsibilities and functions to fulfill his duties to Holdings, the Muzak Entities as set forth above; provided thatCompany and their respective Subsidiaries hereunder in good faith in a diligent, during trustworthy and professional manner and shall comply with Holdings', the Company's and their respective Subsidiaries' policies and procedures in all material respects. During the Employment Period, -------- Executive will shall not directly serve as an officer or indirectly owndirector of, manage, control, participate in, consult with, render or otherwise perform services for compensation for, or in any other manner engage in entity without the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any prior written consent of the Muzak -------- Entities Board (which shall not be unreasonably withheld, conditioned or (ii) as a passive owner delayed); provided that Executive may participate on boards of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, charitable entities or other civic entities so long as Executive has no direct such service does not materially interfere with Executive's duties under this Agreement. (c) For purposes of this Agreement, "Subsidiaries" shall mean any corporation or indirect participation in other entity of which the business securities or other ownership interests having the voting power to elect a majority of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligentboard of directors or other governing body are, trustworthyat the time of determination, businesslike and efficient mannerowned by Holdings or the Company, directly or through one or more Subsidiaries.

Position and Duties. During (a) The Executive shall serve as the Employment PeriodExecutive Vice President, Chief Operating Officer, and Chief Financial Officer of NMG and NMI. In such capacities, the Executive ------------------- will shall report to and be accountable to the President and Chief Executive Officer of NMG and NMI, subject to the ultimate control and direction of the Board and the Board of Directors of NMI (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "NMI Board"), (ii) exclusively serve . The Executive shall have responsibility for the operational and financial activities involving NMI and its divisions and Affiliates as directed by the President and Chief Executive ----- Officer of Holdings LLC NMG and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCNMI. In addition, the Company Executive shall have such other duties, functions, responsibilities, and their respective subsidiaries (such entities, the "Muzak Entities") authority as are from time to time necessary delegated to the Executive by the President and Chief Executive Officer of NMG and NMI; provided, however, that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving in connection with the -------------- management same or similar capacity of an enterprise comparable to NMG and/or NMI. Notwithstanding anything to the contrary in this Agreement, the Executive, NMG, and affairs NMI understand and agree that NMG and NMI may choose to assign the title and responsibilities of the Muzak Entitiesposition of Chief Financial Officer of NMG and/or NMI to another employee, including, but and that such action shall not limited to, (a) participating constitute either a violation of this Agreement or Good Reason as defined in lender/investor communications, this Agreement for so long as such other employee in his or her capacity as Chief Financial Officer is required to report to the Executive. (b) advising on During the strategic direction of Employment Term, the Muzak EntitiesExecutive shall devote his full time, (c) rendering sales and marketing services with respect to owned affiliates and national salesskill, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) his best efforts to the business and affairs of NMG and NMI to the Muzak Entities that is extent necessary to fulfill his discharge fully, faithfully, and efficiently the duties and responsibilities delegated and assigned to the Muzak Entities Executive in or pursuant to this Agreement, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. Notwithstanding the foregoing, the Executive may (i) subject to the approval of the Board and the NMI Board, serve as set forth abovea director or as a member of an advisory board of a noncompeting company, (ii) serve as an officer or director or otherwise participate in non-profit educational, welfare, social, religious, professional, and civic organizations, including, without limitation, all such positions and participation in effect as of the Effective Date, and (iii) manage personal and family investments; provided thatprovided, during the Employment Periodhowever, -------- Executive will not directly or indirectly ownthat any such activities as described in (i), manage, control, participate in, consult with, render services for(ii), or (iii) of the preceding provisions of this Paragraph 4(b) do not significantly interfere with the performance and fulfillment of the Executive's duties and responsibilities as an executive of NMG in any other manner engage accordance with this Agreement. (c) In connection with the Executive's employment by NMG under this Agreement, the Executive shall be based at the principal executive offices of NMG in Dallas, Texas, except for such reasonable travel as the performance of the Executive's duties in the business of providing business music programming NMG and ancillary communications products and NMI may require. (d) All services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services that the Executive may render to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of NMG or any of its Affiliates in any capacity during the Muzak -------- Entities or (ii) as a passive owner of less than Employment Term shall be deemed to be services required by this Agreement and the consideration for such services is that provided for in this Agreement. 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient manner.

Position and Duties. (a) During the Employment Period, Employee shall serve as Vice President — Administration and General Counsel of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority of a Vice President — Administration and General Counsel, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power of the Chief Executive ------------------- will (i) serve on Officer and President of the Company and the Company’s board of directors (the “Board”) to expand or equivalent supervising body) limit such duties, responsibilities, functions and authority, and to override actions of Holdings LLC (the "Board")officers and employees of the Company. During the Employment Period, (ii) exclusively serve Employee shall render such services to the Company as the Chief Executive ----- Officer of Holdings LLC and President and/or the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as Board may from time to time reasonably be prescribed by direct. (b) During the Board which are consistent with the duties outlined above in (a) through (e)Employment Period, subject Employee shall report to the authority of Chief Executive Officer and President and the Board and to the proviso set forth in the following sentence. Executive will shall devote the appropriate his best efforts and his full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform his duties duties, responsibilities and functions to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming Company and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report its Subsidiaries hereunder to the Board. Executive will perform best of his duties and responsibilities abilities in a diligent, trustworthy, businesslike and efficient mannermanner 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, Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively shall serve as the Chief Executive ----- Officer President, Texas Division of Holdings LLC and the Company and (iii) Holdings and shall have the normal duties, responsibilities, functions and authority of the President, Texas Division, subject to the power and authority of the Company's Chief Operating Officer to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company and Holdings. During the Employment Period, Executive shall render such managerial, analytical, administrative, marketing, creative financial and other executive and managerial services to Holdings LLCHoldings, the Company and their respective subsidiaries (such entities, Subsidiaries which are consistent with Executive's position as the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as Board may from time to time reasonably be prescribed by direct. (b) During the Board which are consistent with the duties outlined above in (a) through (e)Employment Period, subject Executive shall report to the authority of the Board Company's Chief Operating Officer and to the proviso set forth in the following sentence. Executive will shall devote the appropriate his full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of Holdings, the Muzak Entities that is necessary Company and their respective Subsidiaries. Executive shall perform his duties, responsibilities and functions to fulfill his duties to Holdings, the Muzak Entities as set forth above; provided thatCompany and their respective Subsidiaries hereunder in good faith in a diligent, during trustworthy and professional manner and shall comply with Holdings', the Company's and their respective Subsidiaries' policies and procedures in all material respects. During the Employment Period, -------- Executive will shall not directly serve as an officer or indirectly owndirector of, manage, control, participate in, consult with, render or otherwise perform services for compensation for, or in any other manner engage in entity without the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any prior written consent of the Muzak -------- Entities Board (which shall not be unreasonably withheld, conditioned or (ii) as a passive owner delayed); provided that Executive may participate on boards of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, charitable entities or other civic entities so long as Executive has no direct such service does not materially interfere with Executive's duties under this Agreement. (c) For purposes of this Agreement, "Subsidiaries" shall mean any corporation or indirect participation in other entity of which the business securities or other ownership interests having the voting power to elect a majority of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligentboard of directors or other governing body are, trustworthyat the time of determination, businesslike and efficient mannerowned by Holdings or the Company, directly or through one or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive ------------------- will shall serve as the Chairman, Chief Executive Officer and President of Publishing and shall have the normal duties, responsibilities and authority implied by such positions. Executive shall hold similar positions with the Company and Ziff ▇▇▇▇▇ Media Inc. ("Media") as well as any entity controlled by the Company which the Board determines to be a key affiliate, and Executive shall have the right to serve in the same position with respect to all other Affiliates controlled by the Company except to the extent (i) serve on Executive votes as a director or otherwise approves the board election of directors (another person to any such position, or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively serve applicable law precludes Executives from holding such position in a foreign entity, provided that Executive shall not be entitled to any additional compensation for serving in such positions. So long as Executive remains employed in each of such positions with Publishing, the Chief Company, Media and each of such key Affiliates, Executive ----- Officer shall be deemed to be "Employed by the Company" for purposes hereof, and if Executive ceases for any reason to be employed in any of Holdings LLC such positions with any of such entities, Executive will be deemed to be no longer "Employed by the Company", and his "Company Employment" shall be deemed to have ceased or terminated. For the avoidance of doubt, Executive will be deemed to have resigned from "Company Employment " if Executive resigns from any of such positions with Publishing, the Company, Media or any of such key Affiliates. (b) Executive shall report directly to the Board of the Company and (iii) render such managerial, analytical, administrative, marketing, creative shall devote his best efforts and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs substantially all of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate his business time and attention (except for permitted vacation periodsperiods contemplated hereby, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity, reasonable time spent with respect to civic and charitable activities, service on the boards of directors of other companies as approved by the Board of the Company and time devoted to matters for WS or portfolio companies thereof, provided that none of such activities shall interfere with Executive's duties to Publishing, and other permitted absences, if any, for which senior executive employees of Publishing are generally eligible from time to time under Publishing's policies) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming Publishing and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporationits Affiliates. Executive will report to the Board. Executive will shall perform his Executive's duties and responsibilities to the best of Executive's abilities in a diligent, trustworthy, businesslike and efficient manner. (c) Promptly after commencement of the Employment Term, Executive shall be elected a member of the Board the Company, so that the Board shall then be comprised of Executive and its four existing directors. Upon commencement of employment of a new CFO identified by Executive and acceptable to the Board, at Executive's request, such CFO shall be elected to serve on the Company's Board. The Board will be expanded to include at least two, and up to four, independent directors (though subject to removal by Company stockholders).

Position and Duties. During the Employment Period, the Executive ------------------- will (i) serve in the position set forth on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC Schedule A to this Agreement and the Company and (iii) will render such managerial, analytical, administrative, marketing, creative financial and other executive services to Holdings LLCto, and shall have such responsibilities on behalf of, the Company and their respective subsidiaries (such entitiesits Subsidiaries, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak EntitiesCompany and its Subsidiaries, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), each case subject to the authority of the Board of Directors of the Company (the “Board”) to define and to the proviso limit such executive services. The Executive’s responsibilities shall include, without limitation, those set forth in the following sentenceon Schedule A attached hereto. The Executive will devote the appropriate substantially all of his business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities Company and its Subsidiaries, provided that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services be permitted to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any serve, with the prior written consent of the Muzak -------- Entities Board (such consent not to be unreasonably withheld), as a member of the board of directors or advisory board of charitable organizations, (ii) engage in charitable activities and community affairs, and (iii) manage his 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 a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradednot to materially interfere, so long as Executive has no direct individually or indirect participation in the business aggregate, with the performance of such corporationhis duties and responsibilities hereunder. Executive will report to the Board. The Executive will perform his duties and responsibilities to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner.. The Executive will report to the person set forth on Schedule A or such other person as is determined by the Board. During the initial year of the Employment Period, the Executive shall have the right to determine if, and when, he will relocate to the Company’s designated office or facility. Thereafter, the Company may require that the Executive relocate to the Company’s designated office or facility. The Company has agreed to pay associated moving costs as provided for on Schedule A.

Position and Duties. (a) During the Employment Period, Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively shall serve as the Chief Executive ----- Officer (including full profit and loss responsibility for the operation of Holdings LLC and the Company and its Subsidiaries) of the Company and shall have the normal duties, responsibilities, functions and authority of the Chief Executive Officer (iii) including full profit and loss responsibility for the operation of the Company and its Subsidiaries), subject to the power and authority of the Board to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. During the Employment Period, Executive shall render such managerial, analytical, administrative, marketing, creative financial and other executive and managerial services to Holdings LLC, ▇▇▇▇▇▇▇ and its Subsidiaries which are consistent with Executive’s position as the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as Board may from time to time reasonably be prescribed by direct. (b) During the Board which are consistent with the duties outlined above in (a) through (e)Employment Period, subject Executive shall report to the authority of the Board and to the proviso set forth in the following sentence. Executive will shall devote the appropriate his best efforts and his full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary ▇▇▇▇▇▇▇ and its Subsidiaries. Executive shall perform his duties, responsibilities and functions to fulfill his duties ▇▇▇▇▇▇▇ and its Subsidiaries hereunder to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business best of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities abilities in a diligent, trustworthy, businesslike professional and efficient mannermanner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. During the Employment Period, 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 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 Executive’s employment. (c) For purposes of this Agreement, “Subsidiaries” shall mean, with respect to any Person, any corporation, limited liability company, partnership, association, or business entity of which (i) if a corporation, a majority of the total voting power of 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 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 PeriodTerm, the Executive ------------------- will shall serve as the Chairman of the Board and Chief Executive Officer of the Company and shall have the authority, functions, duties, powers and responsibilities normally associated with such positions and as from time to time may be prescribed by the Board. The Executive agrees, subject to his election as such and without additional compensation, to serve during the Term in such additional offices of comparable stature and responsibility to which he may be elected from time to time in the Company's Subsidiaries and to serve as a director and as a member of any committee of the Board and as a director of the Company's Subsidiaries. (b) During the Term and subject to the provisions of Section 4(c), (i) serve the Executive's services shall be rendered on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board")a full-time, exclusive basis, (ii) exclusively serve as he will apply on a full-time basis all of his skill and experience to the Chief Executive ----- Officer performance of Holdings LLC his duties in such employment, and shall report only to the Company and Board, (iii) render such managerial, analytical, administrative, marketing, creative he shall have no other employment or outside business activities and other executive services to Holdings LLC(iv) unless the Executive otherwise consents, the Company and their respective subsidiaries (such entities, headquarters for the "Muzak Entities") as are from time to time necessary in connection with performance of his services shall be the -------------- management and affairs executive offices of the Muzak Entities, including, but not limited to, (a) participating Company in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e)greater New York City area, subject to such reasonable travel as the authority performance of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data deliverythe Company may require. (c) During the Term, satellite delivered cable television channelsthe Executive shall not, audio marketing and in-store advertising directly or indirectly, without the prior written consent of the Board, render any services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices any person (together with all reasonably related activities, the "Business") other than the Company and its Subsidiaries and other persons in which the Company may have an interest), or acquire any interest of any type in any such other person that is in competition with the Company or any of its Subsidiaries or in conflict with his full-time, exclusive position as a senior executive officer of the Company; PROVIDED, HOWEVER, that the foregoing shall not be deemed to prohibit the Executive from (i) on behalf acquiring, solely as an investment, securities of any person which are registered under Section 12(b) or 12(g) of the Muzak -------- Entities or Securities Exchange Act of 1934, as amended (iithe "Exchange Act") as a passive owner of less than 5% of the outstanding stock of a corporation of any class and which is are publicly traded, so long as Executive he is not part of any group required to make any filing under Section 13(d) of the Exchange Act in respect of such person and such securities do not constitute 2% or more of any class of outstanding securities of such person, (ii) acquiring, solely as an investment, any securities of any person (other than a person that has no direct outstanding securities covered by the preceding clause (i)) so long as he remains a passive investor in such person and does not become part of any control group thereof and so long as such person is not, directly or indirect participation indirectly, in competition with the Company or any of its Subsidiaries or (iii)(A) serving on the boards of directors of a reasonable number of other corporations (none of which are in competition with the Company or its Subsidiaries) or the boards of a reasonable number of trade associations and/or charitable organizations or, with the prior written consent of the Committee, to provide consulting services for any such corporation, trade association and/or charitable organization, (B) engaging in charitable activities and community affairs and (C) managing his personal investments and affairs, PROVIDED that the activities referred to in this clause (iii) do not in the business aggregate interfere in any material respect with the proper performance of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities as the Company's Chairman of the Board and Chief Executive Officer. For purposes of the foregoing, a person shall be deemed to be in competition with the Company or any of its Subsidiaries if it (or its Subsidiaries or Affiliates) is then engaged in any line of business that is substantially the same as any line of business in which the Company or any of its Subsidiaries is engaged. (d) The Company shall use its best efforts to cause the Executive to be a diligent, trustworthy, businesslike member of the Board throughout the Term and efficient mannershall include him in the management slate for election as a director at every stockholders' meeting at which his term as a director would otherwise expire.

Position and Duties. (i) During the Employment Period, the Executive ------------------- shall serve in such capacity as deemed mutually agreeable to the Company and the Executive, and upon meeting all regulatory requirements, will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively serve as the EVP, Chief Executive ----- Risk Officer of Holdings LLC the Company and assume such duties and responsibilities as are customarily assigned to such positions. Executive shall also have such other roles and responsibilities at the Company and the Bank as shall be mutually agreeable, including service as the EVP, Chief Risk Officer and such roles and responsibilities at the Bank as shall be mutually agreeable between the Executive and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and necessary regulatory requirements to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacityassume such position) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period. During the Employment Period, -------- the location of Executive’s primary work on a daily basis shall be Stamford, Connecticut or such other mutually agreeable location. Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage have an office in the business of providing business music programming Company’s corporate headquarters and ancillary communications products and services including broadcast data deliveryin such other locations, satellite delivered cable television channelsif any, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, as determined by the "Business") other than (i) on behalf of any of the Muzak -------- Entities or Parties. (ii) Notwithstanding the foregoing, until the Company and the Bank receive the required non-objections from the OCC and the Federal Reserve, the Executive shall serve in a non-policy-making role or roles at the Company and/or the Bank as mutually determined by the Executive and the Company, consistent with applicable regulatory requirements. (iii) During the Employment Period, and excluding any periods of FTO (as defined below) of which the Executive avails himself under this Agreement, the Executive shall be employed by the Company on a passive owner full-time basis and agrees to devote such time as is necessary to discharge the responsibilities assigned to the Executive hereunder and to use the Executive’s reasonable best efforts to perform such responsibilities faithfully and efficiently. During the Employment Period, it shall not be a violation of less than 5% of this Agreement for the outstanding stock of a corporation of any class which is publicly tradedExecutive to, either for free or for personal compensation, (A) serve on corporate, civic, or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements, or teach at educational institutions, (C) manage personal investments, (D) attend to other business matters, so long as Executive has no direct or indirect participation such activities do not materially interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement, and (E) subject to his fiduciary duties as an officer and director of the business Company, serve as an officer and/or director, of such corporation. Executive will report to the entities approved by the Board. The Company and Bank acknowledge the Executive will perform may receive confidential, attorney-client, and regulatory communications pursuant his duties role at other companies, and responsibilities in a diligenthereby waives any rights, trustworthyclaims, businesslike or demands to such information and efficient mannerto the extent such information inadvertently is provided to the Company or on the Company’s premises, electronic devises, servers, or otherwise, the Company agrees to preserve the confidentiality of such information, not to review such information and to allow Executive to claw back such information at Executives request.

Position and Duties. (a) During the Employment Period, the Executive ------------------- will (i) shall serve on initially as the Chief Financial Officer of the Company and shall have the normal duties, responsibilities and authority of the Chief Financial Officer, subject to the power of the board of directors (or equivalent supervising body) of Holdings LLC the Company (the "Board"), (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company and powers delegated to the Executive's superiors (iiiif any) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, by the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, Board. (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect The Executive shall report to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with or its designee, and the duties outlined above in (a) through (e)Executive shall devote his best efforts and substantially all of his business time, subject to the authority of the Board attention and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention energies (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities Company and its Subsidiaries (as set forth above; provided that, during the Employment Period, -------- defined below). The Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will shall perform his duties and responsibilities to the best of his abilities in a diligent, trustworthy, and businesslike manner. During the Employment Period, the Executive shall not engage in any business activity which, in the 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, HOWEVER, that the Company acknowledges that the Executive may devote such time that the Executive deems appropriate for managing his own investment portfolio so long as the Executive shall at all times adequately fulfill his obligations pursuant to this Section 2(b). (c) For purposes of this Agreement, (i) "SUBSIDIARIES" shall mean any corporation of which the securities having a majority of the voting power in electing directors are, at the time of determination, owned by the Company, directly or through one or more Subsidiaries; and efficient manner(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, Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively shall serve as the Chief Executive ----- Operating Officer of Holdings LLC and the Company and (iii) Holdings and shall have the normal duties, responsibilities, functions and authority of the Chief Operating Officer, subject to the power and authority of the Company's Chief Executive Officer to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company and Holdings. During the Employment Period, Executive shall render such managerial, analytical, administrative, marketing, creative financial and other executive and managerial services to Holdings LLCHoldings, the Company and their respective subsidiaries (such entities, Subsidiaries which are consistent with Executive's position as the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as Board may from time to time reasonably be prescribed by direct. (b) During the Board which are consistent with the duties outlined above in (a) through (e)Employment Period, subject Executive shall report to the authority of the Board Company's Chief Executive Officer and to the proviso set forth in the following sentence. Executive will shall devote the appropriate his full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of Holdings, the Muzak Entities that is necessary Company and their respective Subsidiaries. Executive shall perform his duties, responsibilities and functions to fulfill his duties to Holdings, the Muzak Entities as set forth above; provided thatCompany and their respective Subsidiaries hereunder in good faith in a diligent, during trustworthy and professional manner and shall comply with Holdings', the Company's and their respective Subsidiaries' policies and procedures in all material respects. During the Employment Period, -------- Executive will shall not directly serve as an officer or indirectly owndirector of, manage, control, participate in, consult with, render or otherwise perform services for compensation for, or in any other manner engage in entity without the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any prior written consent of the Muzak -------- Entities Board (which shall not be unreasonably withheld, conditioned or (ii) as a passive owner delayed); provided that Executive may participate on boards of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, charitable entities or other civic entities so long as Executive has no direct such service does not materially interfere with Executive's duties under this Agreement. (c) For purposes of this Agreement, "Subsidiaries" shall mean any corporation or indirect participation in other entity of which the business securities or other ownership interests having the voting power to elect a majority of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligentboard of directors or other governing body are, trustworthyat the time of determination, businesslike and efficient mannerowned by Holdings or the Company, directly or through one or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive ------------------- will shall serve as the Chief Executive Officer of Physicians Formula Holdings, Inc. (i) serve on "Parent"), the board parent company of directors (or equivalent supervising body) the Company, and the Company and shall have the normal duties, responsibilities, functions and authority of Holdings LLC the Chief Executive Officer, subject to the power and authority of Parent’s Board of Directors (the "Board")) to expand or limit such duties, (ii) exclusively serve responsibilities, functions and authority and to overrule actions of officers of Parent or the Company, as applicable. During the Chief Employment Period, Executive ----- Officer of Holdings LLC and the Company and (iii) shall render such managerial, analytical, administrative, marketing, creative and other executive and managerial services to Holdings LLC, Parent and its Subsidiaries which are consistent with Executive's position as the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as Board may from time to time reasonably be prescribed by direct. (b) During the Board which are consistent with the duties outlined above in (a) through (e)Employment Period, subject Executive shall report to the authority of the Board and to the proviso set forth in the following sentence. Executive will shall devote the appropriate her best efforts and her full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties Parent and its Subsidiaries. Executive shall perform her duties, responsibilities and functions to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming Parent and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report its Subsidiaries hereunder to the Board. Executive will perform his duties and responsibilities best of her abilities in a diligent, trustworthy, businesslike professional and efficient mannermanner and shall comply with Parent’s and its Subsidiaries' policies and procedures in all material respects. During the Employment Period, 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 Executive may serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not interfere with Executive's employment hereunder. (c) 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 Parent, directly or through one or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively shall serve as the Chief Executive ----- Sales Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCParent, the Company and their respective subsidiaries Subsidiaries (as defined below) and shall have the normal duties, responsibilities, and authority of an executive serving in such entities, position subject to the "Muzak Entities") as are from time to time necessary in connection with direction of Parent’s Chief Executive Officer and Parent’s board of directors (the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, “Board”). (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales Executive shall report to Parent’s Chief Executive Officer and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will shall devote the appropriate his best efforts and full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Muzak Entities that is necessary Company and their Subsidiaries. Executive shall perform his duties, responsibilities and functions to fulfill his duties Parent, the Company and their Subsidiaries hereunder in good faith and to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business best of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities abilities in a diligent, trustworthy, businesslike professional and efficient mannermanner and shall comply with Parent’s, the Company’s and their Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensation; provided, that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunder. (c) Executive shall perform his duties hereunder at the Company’s office in Chicago, Illinois. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (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 Parent or the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively shall serve as the Chief Executive ----- Financial Officer and the Chief Operating Officer of Holdings LLC Publishing and shall have the normal duties, responsibilities and authority implied by such positions. Executive shall hold similar positions with the Company and Ziff ▇▇▇▇▇ Media Inc. (iii"Media") render as well as any entity controlled by the Company which the Board determines to be a key affiliate, and Executive shall have the right to serve in the same positions with respect to all other Affiliates controlled by the Company except to the extent (i) the Company's Chief Executive Officer approves the election of another person to any such managerialposition, analyticalor (ii) applicable law precludes Executive from holding such positions in a foreign entity, administrativeprovided that Executive shall not be entitled to any additional compensation for serving in such positions. So long as Executive remains employed in such positions with Publishing, marketingthe Company, creative Media and other executive services each of such key Affiliates, Executive shall be deemed to Holdings LLCbe "Employed by the Company" for purposes hereof, and if Executive ceases for any reason to be employed in such positions with any of such entities, Executive will be deemed to be no longer "Employed by the Company", and his "Company Employment " shall be deemed to have ceased or terminated. For the avoidance of doubt, Executive will be deemed to have resigned from "Company Employment " if Executive resigns from such positions with Publishing, the Company, Media or any of such key Affiliates. (b) Executive shall report directly to the Chief Executive Officer of the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management shall devote his best efforts and affairs substantially all of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate his business time and attention (except for permitted vacation periodsperiods contemplated hereby, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity, reasonable time spent with respect to civic and charitable activities, service on the boards of directors of other companies as approved by the Board of the Company, provided that none of such activities shall interfere with Executive's duties to Publishing, and other permitted absences, if any, for which senior executive employees of Publishing are generally eligible from time to time under Publishing's policies) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming Publishing and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporationits Affiliates. Executive will report to the Board. Executive will shall perform his Executive's duties and responsibilities to the best of Executive's abilities in a diligent, trustworthy, businesslike and efficient manner.

Position and Duties. During the Employment Period, Executive ------------------- will (i) During the Transition Period (as defined in Paragraph 4(a)), the Executive shall be responsible for Corporate Affairs of the Companies and shall render advisory, consultative and other services to the Companies and the person hired to serve on as the replacement Vice President of Finance, Chief Financial Officer and Secretary of the Companies (the "Successor CFO") in connection with (A) the transition of the duties, responsibilities and authority of the Executive as Senior Vice President of Finance, Chief Financial Officer and Secretary of the Companies to the Successor CFO and related matters, and (B) such other tasks or projects as the Companies may reasonably request, in each case subject to the power of the board of directors of the Public Company and the board of managers of the Company (or equivalent supervising body) of Holdings LLC (together, the "BoardBoards") (x) to expand or limit such duties, responsibilities and authority and (y) to override the actions of the Executive. The Executive shall perform such duties principally at the Companies' offices in Vista, CA or such other location as the Executive and the Boards shall agree. The Executive's service for the Companies as the individual responsible for Corporate Affairs during the Transition Period shall end on the Remaining Period Commencement Date (as defined in Paragraph 4(a)). (ii) exclusively serve During the Remaining Period (as defined in Paragraph 4(a)), the Chief Executive ----- Officer of Holdings LLC shall become an inactive employee but shall be available to render advisory, consultative and other services to the Companies as are mutually agreeable to the Executive and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and Companies in their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management sole and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, absolute judgments. (b) advising on During the strategic direction of Transition Period, the Muzak Entities, Executive: (ci) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject shall report to the authority Boards and shall devote his best efforts and substantially all of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate his active business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming Companies and ancillary communications products their Affiliates and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will shall perform his duties and responsibilities to the best of his abilities in a diligentdiligent and professional manner; and (ii) shall not engage in any business activity which, trustworthyin the reasonable judgment of the Boards, businesslike conflicts or substantially interferes with the duties of the Executive hereunder, whether or not such activity is pursued for gain, profit or other pecuniary advantage. (c) The foregoing restrictions shall not limit or prohibit the Executive from engaging in passive investment, inactive business ventures and efficient mannercommunity, charitable and social activities not interfering with the Executive's performance and obligations hereunder.

Position and Duties. During At all times during the Employment PeriodTerm, the Executive ------------------- will shall (i) serve on as Chief Financial Officer of the board Company and the Bank and, in such capacity, shall perform such duties and have such responsibilities as is typical for such positions, as well as any other reasonable ​ US2008 18183062 1 ​ duties as may be assigned to him from time to time by the Chief Executive Officer of directors (or equivalent supervising body) of Holdings LLC (the "Board")Bank, and (ii) exclusively serve as the Chief Executive ----- Officer diligently and conscientiously devote substantially all of Holdings LLC his business time, energy, and ability to his duties and the business of the Company and the Bank and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Bank Board, and (iii) render such managerial, analytical, administrative, marketing, creative comply with all directions from the Company Board and the Bank Board (other executive services to Holdings LLC, than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and their respective subsidiaries (such entitiesthe Bank. Executive shall report directly to the Company Board and Bank Board. Notwithstanding the foregoing, the "Muzak Entities"Executive will be permitted to (a) as are from time to time necessary in connection with the -------------- management prior written consent of the Bank 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 Bank 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 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 Muzak EntitiesCompany and the Bank, including, but not limited to, (a) participating in lender/investor communications, (b) advising on including the implementation of strategic direction of the Muzak Entities, (c) rendering sales goals and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e)objectives, subject to supervision and oversight by the authority of the Bank Board and the Company Board or the committee of either such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the proviso set forth in Company Board or the following sentenceBank Board shall be deemed to include references to all such committees. The Executive will devote shall be responsible overall for the appropriate time and attention (except for permitted vacation periods, community service and service on the boards conduct of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming the Company and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient mannerBank.

Position and Duties. (a) During the Employment Period, Executive ------------------- will (i) shall serve on as the Chief Executive Officer of Holdings and of the Company and shall have the normal duties, responsibilities and authority of the Chief Executive Officer, subject to the general supervisory power of Holdings' board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, under applicable Corporate law. (b) advising on During the strategic direction of the Muzak EntitiesEmployment Period, (c) rendering sales and marketing services with respect Executive shall report to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will shall devote the appropriate his best efforts and his full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacityincapacity other than Disability) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activitiesHoldings, the "Business") other than (i) on behalf Company and the Subsidiaries; provided, however, that Executive may spend an average of any one to two days per month to serve as a member of the Muzak -------- Entities or (ii) as a passive owner board of less than 5% directors of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation[ ]. Executive will report to the Board. Executive will shall perform his duties and responsibilities to Holdings, the Company and the Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner. (c) 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 Holdings or the Company, directly or through one or more Subsidiaries. For purposes hereof, Holdings or the Company shall be deemed to have a majority ownership interest in a partnership, limited liability company (without voting securities), association or other business entity if Holdings or the Company, directly or through one or more Subsidiaries, shall be allocated a majority of partnership, limited liability company, association or other business entity gains or losses or shall be or control the managing director or general partner of such partnership, limited liability company, association or other business entity. For purposes of this Agreement, "Disability" means the inability, due to ---------- illness, accident, injury, physical or mental incapacity or other disability, of the Executive to carry out effectively his duties and obligations to Holdings or the Company or to participate effectively and actively in the management of Holdings, the Company or a Subsidiary for a period or periods aggregating at least 90 days (whether or not consecutive) during any twelve-month period, as determined in the reasonable judgment of the Board.

Position and Duties. (a) During the Employment Period, Executive ------------------- will shall serve as President and Chief Executive Officer of Syniverse and Syniverse Holdings, Inc., and shall have the normal duties, responsibilities, functions and authority of such position, subject to the power and authority of the Board of Directors of Syniverse (ithe “Board”) serve on to expand or limit such duties, responsibilities, functions and authority and the board power and authority of the Board (and the boards of directors (of any Subsidiaries or equivalent supervising bodyAffiliates of Syniverse that may employ Executive from time to time, as applicable) to overrule actions of Holdings LLC (officers of the "Board")Company. During the Employment Period, (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC shall render such administrative, financial and other executive and managerial services to the Company and its Affiliates which are consistent with Executive’s position (iii) render including service as an officer or director of any such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities"Affiliate) as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as Board may from time to time reasonably be prescribed by direct. In addition, during the Board which are consistent with Employment Period, Syniverse shall take all necessary actions to nominate and cause the duties outlined above in (a) through (e), subject election of Executive to the authority of the Board and the board of directors of Syniverse Holdings, Inc. in accordance with (and subject to) Section 2(c). (b) During the Employment Period, Executive shall report to the proviso set forth in the following sentence. Executive will Board and shall devote the appropriate his best efforts and his full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill Company and its Affiliates. Executive shall perform his duties duties, responsibilities and functions to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming Company and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report its Affiliates hereunder to the Board. Executive will perform best of his duties and responsibilities abilities in a diligent, trustworthy, businesslike professional and efficient mannermanner and shall comply with the Company’s and its Affiliates’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall develop, support and implement the business and strategic plans approved from time to time by the Board. During the Employment Period, Executive shall not accept other employment, 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 (i) Executive may serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not interfere with Executive’s employment hereunder; and (ii) Executive may continue to serve as a member of the Board of Imagine which board service the Executive has disclosed to Company. The Company and Executive agree that during the Employment Period Executive’s principal location of employment with the Company shall be in Tampa, Florida. (c) With respect to all regular elections of the Board and the board of directors of Syniverse Holdings, Inc. during the Employment Period, the Company shall use its reasonable efforts to nominate and cause the election of Executive to serve as a member of the Board and the board of directors of Syniverse Holdings, Inc. During the duration of the Employment Period, the Company shall ensure that Executive is the most senior and chief executive officer of Syniverse and reports only to the Board and the board of directors of Syniverse Holdings, Inc. Upon the termination of the Employment Period, unless otherwise determined by the Board, Executive (i) shall resign as a member of the Board, the board of directors of Syniverse Holdings, Inc. and all other governing bodies of the Company and (ii) shall resign as an officer of Syniverse and its Affiliates.

Position and Duties. (a) During the Employment Period, Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively shall serve as the Chief Executive ----- Commercial Officer of Holdings LLC Seadrill and the Company and (iii) render shall continue to serve in such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs offices of the Muzak Entitiesother Group Companies as Executive currently holds and shall have the normal duties, including, but not limited to, (a) participating responsibilities and authority of an executive serving in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e)position, subject to the authority power of the Board or the Chief Executive Officer to expand or limit such duties, responsibilities and authority, either generally or in specific instances. (b) During the Employment Period, Executive shall continue to report to the proviso set forth in Chief Executive Officer of Seadrill. (c) During the following sentence. Employment Period, Executive will shall: (i) devote the appropriate Executive’s best efforts and Executive’s full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary Company, Seadrill, and all of Seadrill’s subsidiary companies from time to fulfill his duties to time (each of the Muzak Entities as set forth above; provided thatCompany, during the Employment PeriodSeadrill and such subsidiaries, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming a “Group Company” and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activitiescollectively, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or “Group Companies”); (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will perform his Executive’s duties and responsibilities to the best of Executive’s abilities in a faithful, diligent, trustworthy, businesslike and efficient manner; (iii) keep the Chief Executive Officer fully informed of Executive’s conduct of the business of any Group Company for which Executive is responsible in a prompt and timely manner; (iv) obey all reasonable, lawful and proper directions and requests of the Chief Executive Officer; (v) act in such a way as to promote and protect the interests and reputation of every Group Company; (vi) comply with all Group Company policies and procedures, including anti-corruption and bribery policies; and (vii) bring to the attention of the Chief Executive Officer any relevant material business opportunities for any Group Company of which Executive becomes aware. (d) Executive will not, whether during or outside regular business hours: (i) directly or indirectly be engaged or concerned in the conduct of any business activity whether as shareholder, employee, director or other officer (except as a representative of the Company or with the prior written consent of the Board or the Chief Executive Officer, which shall not be unreasonably withheld); or (ii) accept any appointment as director of any company which is not a Group Company without the prior written consent of the Board or the Chief Executive Officer which shall not be unreasonably withheld. (e) Notwithstanding the foregoing, the Chief Executive Officer approves Executive’s current ownership and limited management oversight activities of the retail businesses located in California that are set forth on Exhibit A (“Retail Businesses”) that do not compote with the Group Companies. (f) Executive shall perform Executive’s duties and responsibilities principally at the office of the Company in the Houston, Texas area. Executive may be required to travel and work outside of the Houston, Texas area from time to time including at other Group Company locations or client locations but, unless otherwise agreed with the Chief Executive Officer, Executive will not be required to live outside of the Houston, Texas area.

Position and Duties. During the Employment Period, (a) Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively shall serve as the Chief Executive ----- Officer President, Powered Vehicles Group of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities“Group” being also referred to herein as the ”Group”) and shall have the normal duties, the "Muzak Entities") responsibilities, functions and authority customarily associated with such position and such other duties and responsibilities as are may be assigned from time to time necessary in connection with to Executive by the -------------- management Company’s Chief Executive Officer, Board of Directors (the “Board”) and affairs Executive Committee of the Muzak EntitiesBoard (the “Executive Committee”) to expand or limit such duties, includingresponsibilities, but not limited to, (a) participating in lender/investor communications, functions and authority and to overrule actions of officers of the Company. (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject Executive shall report to the authority of the Board Company’s Chief Executive Officer and to the proviso set forth in the following sentence. Executive will shall devote the appropriate Executive’s full-time energies and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties Company and its Subsidiaries. Executive shall perform Executive’s duties, responsibilities and functions to the Muzak Entities Company and its Subsidiaries hereunder in a diligent, trustworthy, professional, ethical and efficient manner and shall comply with the policies and procedures of the Company and its Subsidiaries and will cooperate fully with the Board in the advancement of the best interests of the Company. So long as set forth above; Executive is employed by the Company or any Subsidiary, Executive shall not, except as provided that, during herein or without the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult withprior written consent of the Board, render to any other person, corporation, firm, company, joint venture or other entity any services forof any kind for compensation, or engage in any other manner activity, that 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 business of providing business music programming and ancillary communications products and services including broadcast data deliveryCompany or any Subsidiary. Further, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than nothing in this Agreement shall limit Executive’s ability to: (i) on behalf serve as a member of any board of directors for any non-profit organization, so long as such membership does not interfere materially or conflict with Executive’s obligations to the Muzak -------- Entities Company or any Subsidiary; or (ii) as a 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 owner 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 outstanding stock of a publicly-held corporation of any class which whose stock is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report traded on a national securities exchange shall not be deemed to the Board. Executive will perform his duties and responsibilities be a financial interest in a diligentcompetitor, trustworthysupplier or customer of the Company or its Subsidiaries. (c) For purposes of this Agreement, businesslike and efficient manner“Subsidiary” 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, now or hereafter, owned directly or indirectly by the Company.

Position and Duties. (a) During the Employment PeriodTerm, or any extension thereto, Executive ------------------- will (i) serve on shall be employed as Chief Financial Officer of Employer, under the board direction and subject to the control of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively serve as the Chief Executive ----- Officer (which direction shall be such as is customarily exercised over a Chief Financial Officer), and Executive shall be responsible for: maintaining, presenting, and reporting accurate and timely financial information; regulatory filings (including, without limitation, Employer’s filings with the Securities and Exchange Commission), strategic financial planning; financial forecasting; cash management; measuring performance; preparation of Holdings LLC budgets; assessing financial risk; participating in a leadership role in attracting equity and debt financing and managing the Company offerings for same; coordinating investor relations activities including participation in investor and (iii) render shareholder presentations; and providing other financial reports as may be reasonably required, with all such managerialpowers and authority with respect to such business, analyticalaffairs, administrativeproperties and operations as may be reasonably incident to such duties and responsibilities. In addition, marketingExecutive shall have such other duties, creative functions, responsibilities, and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") authority as are from time to time necessary delegated to Executive by the Chief Executive Officer or the Board; provided, however, that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving in connection with the -------------- management and affairs same or similar capacity of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, an enterprise comparable to Employer. (b) advising on During the strategic direction of the Muzak EntitiesEmployment Term, (c) rendering sales and marketing services with respect to owned affiliates and national salesor any extension thereto, (d) pursuing acquisitionsExecutive shall devote his full business time, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e)skill, subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) his best efforts to the business and affairs of Employer to the Muzak Entities that is extent necessary to discharge fully, faithfully, and efficiently the duties and responsibilities delegated and assigned to Executive in or pursuant to this Agreement, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability and as otherwise specified in this paragraph. Employer agrees that it shall not be a violation of this paragraph for Executive to (i) serve on corporate, educational, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach at civic, charitable, or educational institutions, and (iii) manage personal investments, so long as in the case of (i), (ii) and (iii) above such activities do not significantly interfere or conflict with the performance of Executive’s responsibilities under this Agreement or the interests of Employer. Executive shall not become a member of the board of directors or committees of any other for-profit business organization without prior written consent of the Board, provided however, Executive shall be permitted to continue to serve on such board of directors or committees of any other profit business or educational organizations, including travel for such boards, on which Executive served prior to his duties commencement of his Employment Term with the Employer, so long as such service does not significantly interfere or conflict with the performance of Executive’s responsibilities under this Agreement or the interests of Employer. (c) In connection with Executive’s employment under this Agreement, Executive shall be based in Houston, Texas, or at any other place where the principal executive offices of Employer may be located during the Employment Term, subject to the Muzak Entities provisions of Paragraph 1(i)(e). Executive also will engage in such travel as set forth above; the performance of Executive’s duties in the business of Employer may require. (d) All services that Executive may render to Employer or any of its Affiliates in any capacity during the Employment Term shall be deemed to be services required by this Agreement and the consideration for such services is that provided thatfor in this Agreement. (e) Executive hereby acknowledges that he has read and is familiar with Employer’s policies regarding business ethics and conduct, and will comply with all such provisions, and any amendments thereto, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient mannerTerm.

Position and Duties. During the Employment Period, The Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively shall serve as Chairman of the Board, Chief Executive ----- Officer and President of Holdings LLC BankUnited and the Company BankUnited, FSB and (iii) render shall exercise such managerial, analytical, administrative, marketing, creative authority and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other executive duties as may from time to time reasonably be prescribed assigned to the Executive by the Board which are Board. Such services shall be performed at the Company's principal executive offices in Dade County, Florida, or at such other location as shall be satisfactory to him in his sole discretion, except for required travel on the Company's business to an extent substantially consistent with the duties outlined above in (a) through (e), subject to Executive's current business travel obligations. The Executive agrees that during the authority of the Board and to the proviso set forth in the following sentence. Executive Employment Period he will devote the appropriate reasonable attention and time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) during normal business hours to the business and affairs of the Muzak Entities that is Company and, to the extent necessary to fulfill his duties discharge the responsibilities assigned to the Muzak Entities as set forth above; provided thatExecutive hereunder, during to use the Executive's best reasonable efforts to perform such responsibilities faithfully and efficiently. During the Employment Period, -------- it shall not be a violation of this Agreement and shall not permit the Company to terminate the Executive's employment for Cause if the Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage engages in the business of providing business music programming activities described below or any activities similar in nature and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradedscope, so long as Executive has no direct such activities do not significantly interfere with the performance of the Executive's responsibilities in accordance with this Agreement and do not constitute a violation of any applicable law, rule or indirect participation regulation: (a) engaging in the practice of law, including, without limitation, as a member of the firm of Stuzin and Camner, Professional Association, (b) serving on industry, corporate, civic or charitable boards or committees, (c) managing personal investments (including, without limitation, family-controlled enterprises), or (d) investing in, advising or serving as an officer, director of other corporations or business entities. It is expressly understood and agreed that to the extent any such activities have been conducted by the Executive prior to the date of this Agreement, the continued conduct of such corporation. Executive will report activities (or the conduct of activities similar in nature and scope) shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the BoardCompany. Executive will perform his duties and responsibilities The preceding sentence shall not be construed as a limitation on the non-business activities described above in a diligent, trustworthy, businesslike and efficient mannerthis Section 3.

Position and Duties. (a) During the Employment Period, Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively Employee shall serve as its Chief Financial Officer and shall report to the Company’s Chairman and Chief Executive ----- Officer of Holdings LLC and Officer. In this capacity, Employee shall render such services to the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, as the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by direct. (b) During the Board which are consistent with the duties outlined above in (a) through (e)Employment Period, subject to the authority of the Board Employee shall devote her best efforts and to the proviso set forth in the following sentence. Executive will devote the appropriate her full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties Company. Employee shall perform her duties, responsibilities and functions to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report Company hereunder to the Board. Executive will perform his duties and responsibilities best of her abilities in a diligent, trustworthy, businesslike professional and efficient mannermanner and shall comply with the Company’s policies and procedures now in effect or as they may be revised or amended from time to time in the Company’s discretion. During the Employment Period, Employee shall not serve as an employee, officer, director, manager, trustee or the equivalent of, or otherwise perform services for compensation for, any entity other than the Company without the prior written consent of the Company, which consent may be given or withheld in the Company’s sole discretion. Notwithstanding the foregoing, Employee shall be permitted to continue to perform financial consulting services to Employee’s pre-existing clients for whom she had provided significant financial consulting services at any time in the two (2) years preceding the Effective Date (the “Pre-Existing Clients”), provided, and only for so long as, such services for the Pre-Existing Clients do not raise or present a conflict-of-interest, or the reasonable appearance thereof, or otherwise interfere with her employment hereunder, in each case as determined by the Company at its discretion. Nothing contained in this Agreement shall prohibit Employee from serving as an officer or director of, or otherwise participating in, purely educational, welfare, social, religious and civic organizations, in each case so long as such activities do not interfere with Employee’s employment hereunder.

Position and Duties. (a) During the Employment Period, Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively Employee shall serve as the Chief Executive ----- Officer of Holdings LLC Financial Officer, and in connection therewith Employee shall render services to the Company and (iii) render such managerial, analytical, administrative, marketing, creative have the responsibilities and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board authority which are consistent with the duties outlined above in (a) through (e)Employee’s position, subject to the power and authority of the officers and the Board and to of Directors of the proviso set forth in Company (the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity“Board”) to the business expand or limit such duties, responsibilities, functions and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices authority. (together with all reasonably related activities, the "Business"b) other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will Employee shall report to the Chief Executive Officer (or such other person as shall be designated by the Board). Executive will Employee shall perform his Employee’s duties and responsibilities to the best of Employee’s abilities in a diligent, trustworthy, businesslike and efficient manner. Employee shall devote Employee’s full business time, energies and attention (except for permitted vacation periods and periods of illness or other temporary incapacity) to the business and affairs of the Company. However, Employee may seek approval for external obligations from the Board 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, 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, however, that Employee may serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities are not in competition with the Company or do not interfere with Employee’s ability 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) The Company shall have the right to assign Employee new duties and to change Employee’s title subject to Section 4 of this Agreement.

Position and Duties. During (a) Commencing on the Effective Date and continuing during the Employment Period, Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively shall serve as Senior Vice President - Education Sales & President, Lehigh Lithographers Division. Executive will be responsible for all sales activity for the Company with respect to the Company's major education customer base and will continue to maintain such current responsibilities with respect to the Lehigh Lithographers division as Executive maintained immediately prior to the Effective Date. Executive will report to the President and Chief Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) shall perform such other duties as may be requested from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in Chief Executive Officer. (ab) through (e), subject to the authority of the Board Executive shall devote his best efforts and to the proviso set forth in the following sentence. Executive will devote the appropriate his full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Company Group. The Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will shall perform his duties and responsibilities to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner. In the performance of his duties hereunder, Executive shall at all times report and be subject to the lawful direction of the Chief Executive Officer of the Company and any Board of Directors of any Person within the Company Group and perform his duties hereunder subject to and in accordance with the directions of the Chief Executive Officer of the Company and the resolutions or any other determinations of any Board of Directors of any Person within the Company Group and the By-laws of any Person within the Company Group, as from time to time in effect. During the Employment Period, Executive shall not become an employee of any Person other than a member of the Company Group. Executive shall be permitted to make, monitor and pursue private passive investments that do not interfere with the performance of his duties hereunder. Executive shall make application for, and submit to any examination as may be reasonably requested by, the Chief Executive Officer of the Company or the Board of Directors of Holdings in order to obtain key-man or other insurance on the life of Executive for the benefit of the Company Group as the Chief Executive Officer of the Company or the Board of Directors of Holdings shall direct. (c) During the period from the Effective Date and until December 31, 2005, (i) Executive's primary duties shall be performed in Pennsauken, N.J., and (ii) Executive shall not be required to relocate to any other Company Group facility or location.

Position and Duties. (a) During the Employment Period, Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively shall serve as the Chief Executive ----- Officer President—Commercial Products of Holdings LLC and the Company and (iii) render shall have the normal duties, responsibilities and authority of an executive serving in such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e)position, subject to the authority power of the Board Chief Executive Officer of the Company to expand or limit such duties, responsibilities and authority, either generally or in specific instances. (b) During the Employment Period, Executive shall report to the proviso set forth in Chief Executive Officer of the following sentence. Company. (c) During the Employment Period, Executive will shall devote the appropriate Executive’s full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided thatCompany, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming its subsidiaries and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporationaffiliates. Executive will report to the Board. Executive will shall perform his Executive’s duties and responsibilities to the best of Executive’s abilities in a diligent, trustworthy, businesslike and efficient manner; provided that Executive may (i) engage in or serve such professional, civic, trade association, charitable, community, educational, religious or similar types of organizations or speaking engagements, as Executive may select; (ii) serve on the boards of directors or advisory committees of any entities, or engage in other business activities; and (iii) attend to Executive’s personal matters and/or the Executive’s and/or his family’s personal finances, investments and business affairs, so long as such service or activities described in clauses (i), (ii) and (iii) immediately preceding do not interfere with the performance of Executive’s duties and responsibilities as an employee of the Company in accordance with this Agreement and do not otherwise violate Executive’s obligations under paragraph 7 hereof. Executive shall be permitted to retain all compensation in respect of any of the services or activities referred to in clauses (i), (ii) and (iii) of this subparagraph 3(c), so long as Executive discloses any such compensation to the Board of Directors of WU Holdco, Inc. (the “Board”).

Position and Duties. (a) During the Employment Period, Executive ------------------- will shall serve as (i) the Executive Chairman of Holdings and each other member of the Company Group and (ii) a member of the board of directors or managers, as applicable, of Holdings and each other member of the Company Group, with no additional remuneration payable to Executive for the services described in clause (ii); provided, that Executive’s continued service as a director and Executive Chairman of such entities shall be subject to any necessary approval by the equityholders and directors/managers of such entities as required by applicable law and such entities’ respective governing documents. During the Employment Period, Executive is to have the normal duties, responsibilities and authority of an executive with the title of Executive Chairman, subject to the power of the Company Board to provide oversight and direction with respect to such duties, responsibilities and authority, either generally or in specific instances and consistent with such position. (b) Upon the Date of Termination, Executive shall, at the request of the Company Board, resign from the board of directors or managers, as applicable, of each member of the Company Group. (c) During the Employment Period, Executive acknowledges and agrees that from time to time (i) the Company Board or the board of directors or managers, as applicable, of any member of the Company Group, may assign Executive additional positions with the Company or such member of the Company Group, respectively, or (ii) the equityholders of any member of the Company Group may request that Executive serve on the board of directors or managers, as applicable, of another member of the Company Group that is its subsidiary, with such titles, duties and responsibilities as shall be determined by the Company Board or such board of directors or managers, or such equityholders, as applicable. Executive agrees to serve in any and all such positions without additional compensation. Upon the Date of Termination, Executive shall, at the request of the applicable equityholders or the applicable board of directors or managers, resign from all such positions. (d) [Intentionally Omitted]. (e) Executive acknowledges and agrees that Executive shall be subject to all the terms and conditions set forth in (i) the Second Amended and Restated By-Laws of the Company, as amended, supplemented or equivalent supervising body) otherwise modified from time to time, applicable to the Company Board or the members of Holdings LLC (the "Board"), Company Board and (ii) exclusively serve as the Chief Executive ----- Officer relevant governing documents of Holdings LLC and any other member of the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive Group for which Executive provides services pursuant to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and this Agreement. (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject Executive shall report to the authority of Company Board. (g) During the Board and to the proviso set forth in the following sentence. Employment Period, Executive will shall devote the appropriate Executive’s full professional time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business Business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporationCompany Group. Executive will report to the Board. Executive will shall perform his Executive’s duties and responsibilities in a diligent, trustworthy, businesslike business-like and efficient manner. During the Employment Period, Executive shall not serve as a director or a principal of another company or engage in any other business activity which could materially interfere or conflict with the performance of his duties, services and responsibilities hereunder or which is in violation of the reasonable policies established from time to time by the Company without the Company Board’s prior consent, except that the Company Board hereby approves and consents to Executive’s occasional attendance at the respective meetings of the board of managers of, or otherwise occasionally tending to, each of Prom Queen-II, LLC and Gulf Coast Yacht Group, LLC and their affiliates, provided that such consent shall be withdrawn in the event such service or activities unreasonably interfere with Executive devoting Executive’s full professional time and attention to the Business and affairs of the Company Group. Other than as set forth in Appendix 1, Executive neither serves as director nor as principal of any for profit, charitable or civic organizations. Executive will provide the Company with prior written notice of any material future commitments with respect to any charitable or civic organization, provided that Executive shall not serve in such current or future positions in the event such service unreasonably interferes with Executive devoting Executive’s full professional time and attention to the Business and affairs of the Company Group. At such time as the Company Board determines that in its reasonable, good faith judgment any or all such director or principal positions materially interfere or conflict with the performance of Executive’s duties, services and responsibilities hereunder, subject to compliance with applicable law, the Company Board may require the resignation of Executive from any or all such positions. (h) Executive shall perform Executive’s duties and responsibilities principally at the headquarters office of the Company in Atlanta, Georgia.

Position and Duties. (a) During the Employment Period, Executive ------------------- will (i) shall serve on as Senior Vice President of Project Development of the board of directors (or equivalent supervising body) of Holdings LLC Company. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its affiliates (the "Board"), (ii“Company Group”) exclusively serve as are consistent with Executive’s position and the by-laws of the Company and as the Chief Executive ----- Officer of Holdings LLC and the Company and (iii“CEO”) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries or Chief Operating Officer (such entities, the "Muzak Entities"“COO”) as are may from time to time necessary in connection with the -------------- management and affairs reasonably direct. Executive shall also serve for no additional compensation or remuneration as an officer or director of such subsidiaries of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties Company as may from time to time reasonably be prescribed designated by the CEO, the COO or the Board which are consistent with of Directors of the duties outlined above in Company (athe “Board”). (b) through (e)During the Employment Period, subject Executive shall report to the authority of CEO or COO, as determined by the Board CEO, and to the proviso set forth in the following sentence. Executive will shall devote the appropriate his best efforts and his full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill Company. Executive shall perform his duties duties, responsibilities and functions to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report Company hereunder to the Board. Executive will perform best of his duties and responsibilities abilities in a diligent, trustworthy, businesslike professional and efficient mannermanner and shall comply with the Company’s 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 and shall support and cooperate with the Company’s efforts to operate in conformity with the business and strategic plans approved by the Board. During the Employment Period, 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 which shall not be unreasonably withheld. Executive may serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not interfere with Executive’s regular performance of duties and responsibilities hereunder in any material respect. Nothing contained herein shall preclude Executive from (i) engaging in charitable and community activities, (ii) participating in industry and trade organization activities, and (iii) managing his and his family’s personal investments and affairs; provided, that Executive shall not have any ownership interest (of record or beneficial) in any firm, corporation, partnership, proprietorship or other business that competes directly with the Company’s ▇▇▇▇▇▇▇-Tropsch business except for (x) an investment of not more than 1.0% of the outstanding securities of a company traded on a public securities exchange or (y) investments made through public mutual funds.

Position and Duties. (a) During the Employment Period, Executive ------------------- will shall render such executive and managerial services to the Company, its Subsidiaries and the Subsidiaries of Kingpin Holdings, LLC (i“Holdings” ) serve on as the board of directors managers (or equivalent supervising bodythe “Board”) of Holdings LLC may from time to time direct. The Subsidiaries of Holdings (which include the "Board")Company and its Subsidiaries) are referred to collectively herein as the “AMF Companies.” During the Employment Period, (ii) exclusively Executive shall serve as the Chief Executive ----- Officer of Holdings LLC and the Company and shall have the normal duties, responsibilities, functions and authority of such positions (iii) render such managerial, analytical, administrative, marketing, creative including full profit and other executive services to Holdings LLC, loss responsibility for the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs operations of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (eAMF Companies), subject to the authority power of the Board to expand or limit such duties, responsibilities, functions and authority and to override actions of officers of the proviso set forth in the following sentenceCompany. It anticipated that Executive will be a member of the Board of Holdings during the Employment Period. (b) During the Employment Period, Executive shall report to the Board and shall devote the appropriate his best efforts and his full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill AMF Companies. Executive shall perform his duties duties, responsibilities and functions to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report AMF Companies hereunder to the Board. Executive will perform best of his duties and responsibilities abilities in a diligent, trustworthy, businesslike and efficient manner. (c) For purposes of this Agreement, “Subsidiaries” shall mean, with respect to any Person, any corporation, limited liability company, partnership, association, or business entity of which (i) if a corporation, a majority of the total voting power of 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 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 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, Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively shall serve as the Executive Vice President and Chief Executive ----- Operating Officer of Holdings LLC and the Company and (iii) shall have the normal duties, responsibilities, functions and authority of the Executive Vice President and Chief Operating Officer, subject to the power and authority of the Company's Chief Executive Officer to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. During the Employment Period, Executive shall render such managerial, analytical, administrative, marketing, creative financial and other executive and managerial services to Holdings LLC, the Company and their respective subsidiaries (such entities, its Subsidiaries which are consistent with Executive's position as the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as Board may from time to time reasonably be prescribed by direct. (b) During the Board which are consistent with the duties outlined above in (a) through (e)Employment Period, subject Executive shall report to the authority of the Board Company's Chief Executive Officer and to the proviso set forth in the following sentence. Executive will shall devote the appropriate his full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill Company and its Subsidiaries. Executive shall perform his duties duties, responsibilities and functions to the Muzak Entities as set forth above; provided thatCompany and its Subsidiaries hereunder in good faith in a diligent, during trustworthy and professional manner and shall comply with the Company's and its Subsidiaries' policies and procedures in all material respects. During the Employment Period, -------- Executive will shall not directly serve as an officer or indirectly owndirector of, manage, control, participate in, consult with, render or otherwise perform services for compensation for, or in any other manner engage in entity without the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any prior written consent of the Muzak -------- Entities Board (which shall not be unreasonably withheld, conditioned or (ii) as a passive owner delayed); provided that Executive may participate on boards of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, charitable entities or other civic entities so long as Executive has no direct such service does not materially interfere with Executive's duties under this Agreement. (c) For purposes of this Agreement, "Subsidiaries" shall mean any corporation or indirect participation in other entity of which the business securities or other ownership interests having the voting power to elect a majority of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligentboard of directors or other governing body are, trustworthyat the time of determination, businesslike and efficient mannerowned by the Company, directly or through one or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively shall serve as Executive Vice President and Deputy General Counsel of the Chief Company, and in connection therewith Executive ----- Officer of Holdings LLC shall render such legal, administrative and other executive and managerial services to the Company and (iii) render such managerial, analytical, administrative, marketing, creative its subsidiaries and other executive services to Holdings LLC, have the Company responsibilities and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board authority which are consistent with the duties outlined above in (a) through (e)Executive's position, subject to the power and authority of the Board Company's Chief Legal Officer and Chief Executive Officer to the proviso set forth in the following sentence. expand or limit such duties, responsibilities, functions and authority. (b) Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will shall report to the BoardCompany's Chief Legal Officer. Executive will shall perform his Executive's duties and responsibilities to the best of Executive's abilities in a diligent, trustworthy, businesslike and efficient manner. Executive shall devote Executive's full business time, energies and 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, Executive shall not, without the prior written consent of the Chief Executive Officer and Chief Legal Officer, accept other employment or perform other services for compensation or that interfere with Executive's employment with the Company; provided, however, that Executive may serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations as well as family owned and operated companies in which Executive is an investor as of the Effective Date, 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 Executive's ability to carry out Executive's duties under this Agreement. (c) Executive shall perform such duties and responsibilities remotely. Executive shall periodically perform such duties and responsibilities in person at the Company's headquarters or such other Company locations as may be reasonably required by the Company or deemed appropriate by Executive. (d) Executive shall comply with all lawful rules, policies, procedures, regulations and administrative directions now or hereafter reasonably established by the Board for officers or employees of the Company or any of its subsidiaries for which Executive performs services.

Position and Duties. During the Employment Period, Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively Founder shall serve as the Founder and Chief Executive ----- Creative Officer of Holdings LLC the Company. The Founder will have the power, responsibility, duties and authority customary for a Chief Creative Officer of corporations of the size, type and nature of the Company and which are substantially consistent with her creative duties and authority with respect to her current services with M▇▇▇▇▇ ▇▇▇▇▇▇▇ Living (iii) render such managerialincluding those duties and authority with respect to the Company’s business not involving M▇▇▇▇▇ ▇▇▇▇▇▇▇ Living as are reasonable, analytical, administrative, marketing, creative to be mutually agreed upon between the Founder and other executive services to Holdings LLC, the CEO of the Company and their respective subsidiaries (such entities, the "Muzak Entities"“CEO”) as are from time to time necessary in connection with time). The Founder shall report directly to the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed CEO. Unless otherwise authorized by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided thatCEO, during the Employment Period, -------- Executive the Founder shall devote substantially all of her working time, attention and energies during normal business hours (other than absences due to illness or vacation) to the performance of her duties for the Company and M▇▇▇▇▇ ▇▇▇▇▇▇▇ Living. Without limitation, during the Employment Period, the Founder will not directly make herself reasonably available, subject to her prior personal and professional commitments, for all appearances, events and related activities specified or indirectly ownagreed to under the Company’s and M▇▇▇▇▇ ▇▇▇▇▇▇▇ Living’s licensing agreements in effect as of the Closing Date (but, managefor the avoidance, controlany extensions or modifications of such licensing agreements which provide for additional appearances, participate inevents or similar activities shall require the consent of the Founder). During the Employment Period, consult withsubject at all times to her prior personal and professional commitments, render the Founder shall be reasonably available for promotional activities and shall also provide endorsement services for, or in any other manner engage in to promote the business of providing business music programming and ancillary communications Company’s products and services including broadcast data deliveryfrom time-to-time during the Employment Period consistent with her past practices with M▇▇▇▇▇ ▇▇▇▇▇▇▇ Living (collectively, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities“Promotional Services”). Notwithstanding the above, the "Business") Founder shall be permitted, to the extent such activities do not violate, or substantially interfere with her performance of her duties and responsibilities under this Agreement during the Employment Period, or any other than agreement to which she and the Company are parties, in all cases except for (iii), as determined by the CEO and the Board, to (i) engage in motion picture, television, public speaking and publishing activities, (ii) appear from time to time in commercials and/or advertisements that do not present a conflict with the Company’s or M▇▇▇▇▇ ▇▇▇▇▇▇▇ Living’s interests with respect to its products or significant business relationships, in all cases subject to the approval of the Board, (iii) manage her personal, financial and legal affairs (including writing her autobiography), (iv) serve on civic or charitable boards or committees (it being expressly understood and agreed that the Founder’s continuing to serve on any such board and/or committees on which she is serving, or with which she is otherwise associated, as of the Closing Date, shall be deemed not to interfere with her performance of her duties and responsibilities under this Agreement), (v) serve on boards of other companies and (vi) make personal appearances and lectures, and the Founder shall be entitled to receive and retain all remuneration received by her from the items listed in clauses (i) through (vi) of this paragraph (including, without limitation, appearance and speaking fees, book advances, royalties, residuals and other fees and compensation (including guild and union payments) payable therewith) outside the performance of her duties hereunder. In addition, the Founder is entitled to engage in motion picture and television activities on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradedthird parties and to receive and retain all remuneration therefrom, so long as Executive has no direct or indirect participation in such activities do not substantially interfere with the business performance of such corporation. Executive will report to the Board. Executive will perform his her duties and responsibilities hereunder. The Founder and the Company agree that, to the extent that any such third party production would require the Founder to provide recurring services, she may provide such services so long as the Company receives one-third of any talent fee that would be payable in respect of her services as a diligentperformer. The Founder will be entitled to retain the remainder of such talent fees. For the avoidance of doubt, trustworthywhere the Founder’s services do not require recurring services that could interfere with her duties and responsibilities hereunder, businesslike she shall continue to have the right to receive and efficient mannerretain all of the fees payable.

Position and Duties. (a) During the Employment Period, Executive ------------------- will (i) shall serve on as the Chief Financial Officer of Holdings and of the Company and shall have the normal duties, responsibilities and authority of the Chief Financial Officer, including with respect to finance, information systems and systems implementation, subject to the power of the Chief Executive Officer and the Holdings' board of directors (or equivalent supervising body) of Holdings LLC (the "Board")) to expand or limit such duties, responsibilities and authority and ----- to override actions of officers of Holdings and the Company; provided, however, that those duties, responsibilities and authority shall be commensurate with those of a chief financial officer. (iib) exclusively serve as During the Employment Period, Executive shall report to the Chief Executive ----- Officer of Holdings LLC and the Company shall devote his best efforts and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate his full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacityincapacity other than Disability) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activitiesHoldings, the "Business") other than (i) on behalf of any of Company and the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporationSubsidiaries. Executive will report to the Board. Executive will shall perform his duties and responsibilities to Holdings, the Company and the Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner. (c) 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 Holdings or the Company, directly or through one or more Subsidiaries. For purposes hereof, Holdings or the Company shall be deemed to have a majority ownership interest in a partnership, limited liability company (without voting securities), association or other business entity if Holdings -1- or the Company, directly or through one or more Subsidiaries, shall be allocated a majority of partnership, limited liability company, association or other business entity gains or losses or shall be or control the managing director or general partner of such partnership, limited liability company, association or other business entity. For purposes of this Agreement, "Disability" means the ---------- inability, due to illness, accident, injury, physical or mental incapacity or other disability, of the Executive to carry out effectively his duties and obligations to Holdings or the Company or to participate effectively and actively in the management of Holdings, the Company or a Subsidiary for a period or periods aggregating at least 90 days (whether or not consecutive) during any twelve-month period, as determined in the reasonable judgment of the Board.

Position and Duties. (a) During the Employment Period, Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively shall serve as the Chief Executive ----- Officer of Holdings LLC and the Company and (iii) render shall have the normal duties, responsibilities and authority of an executive serving in such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e)position, subject to the authority power of the Board of Directors of WU Holdco, Inc. (the “Board”), to expand or limit such duties, responsibilities and authority, either generally or in specific instances. (b) During the Employment Period, Executive shall report to the proviso set forth in Board. (c) During the following sentence. Employment Period, Executive will shall devote the appropriate Executive’s full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided thatCompany, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming its subsidiaries and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporationaffiliates. Executive will report to the Board. Executive will shall perform his Executive’s duties and responsibilities to the best of Executive’s abilities in a diligent, trustworthy, businesslike and efficient manner; provided that Executive may (i) engage in or serve such professional, civic, trade association, charitable, community, educational, religious or similar types of organizations or speaking engagements, as Executive may select; (ii) serve on the boards of directors or advisory committees of any entities, or engage in other business activities; and (iii) attend to Executive’s personal matters and/or the Executive’s and/or his family’s personal finances, investments and business affairs, so long as such service or activities described in clauses (i), (ii) and (iii) immediately preceding do not interfere with the performance of Executive’s duties and responsibilities as an employee of the Company in accordance with this Agreement and do not otherwise violate Executive’s obligations under paragraph 7 hereof. Executive shall be permitted to retain all compensation in respect of any of the services or activities referred to in clauses (i), (ii) and (iii) of this subparagraph 3(c), so long as Executive discloses any such compensation to the Board.

Position and Duties. (a) During the Employment Period, Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively shall serve as the Chief Executive ----- Officer and President of Holdings LLC and the Company and Company, of Tumi Holdings, Inc. (iii“Holdings”) render such managerialand, analytical, administrative, marketing, creative and other executive services to Holdings LLCunless Executive elects otherwise, the Company Company’s Affiliates (as defined below), and their respective subsidiaries (shall have the normal duties, responsibilities, functions and authority of such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, positions. (b) advising on During the strategic direction Employment Period, Executive shall report to the board of directors of Holdings (the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e“Board”), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will shall devote the appropriate his efforts and his full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business performance of his duties, responsibilities and affairs functions, as described herein, to the Company, Holdings and any subsidiaries and/or any affiliated companies of the Muzak Entities Company. Holdings and its subsidiaries and other affiliated companies, other than the Company, are referred to hereinafter collectively as the “Company’s Affiliates.” Notwithstanding any implication to the contrary contained in this Section 2(b). Executive may (i) devote reasonable periods of time to serve as a director to other organizations; (ii) participate in charitable, civic, educational, professional, community or industry affairs; and (iii) manage Executive’s and his family’s passive personal investments; provided, however, that is necessary to fulfill such service, participation or management does not materially interfere with the performance of his duties hereunder and is not in conflict or competitive with, or adverse to, the interests of the Company or any of the Company’s Affiliates. (c) Executive currently serves as a member of the Board, the board of the Company and, the boards of directors of certain of the Company’s Affiliates (the “Company’s Affiliates Boards”). During the Employment Period, the Board shall nominate Executive or cause Executive to be nominated for re-election as a member of the Board at the expiration of the then current term, provided that the foregoing shall not be required to the Muzak Entities as set forth above; provided thatextent prohibited by legal or regulatory requirements. The Executive shall be appointed or elected to the board of the Company and, unless he declines to serve, the Company’s Affiliates Boards during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient manner.

Position and Duties. (i) During the Employment Period, Executive ------------------- will (i) shall serve on as the board Senior Vice President of directors (or equivalent supervising body) Business Development of Holdings LLC (the "Board"), (ii) exclusively serve Company and perform such duties and functions commensurate with such title as the Chief Executive ----- Officer of Holdings LLC the Company (“CEO”) and the Board of Directors of the Company (the “Board”) shall reasonably determine, which duties shall include, but not be limited to, training executives and/or other individuals designated by the CEO in all aspects of the Company’s business, and (iii) render such managerialassisting the designated individuals in developing the necessary relationships with customers, analyticalclients, administrativesuppliers, marketingagents, creative consultants, directors, officers, employees, and other executive services business associates of the Company. Executive shall report exclusively to Holdings LLCthe President and Chief Operating Officer (“President”). If the President is unavailable (a) for any length of time due to the President’s disability or illness; or (b) for one (1) month or more due to any other reason, the Company and their respective subsidiaries (Board may designate an individual to whom Executive shall report. Executive shall report to the designated individual only for the period of the President’s unavailability. Executive’s services shall be performed principally at the Company’s headquarters in Allendale, New Jersey or such entities, the "Muzak Entities") other headquarters as are may exist from time to time necessary in connection with the -------------- management and affairs of the Muzak Entitiestime. However, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably time, Executive may also be prescribed required by his job responsibilities to travel on Company business, and Executive agrees to do so. Executive shall not be required to relocate from the Board which are consistent with Allendale, New Jersey area without Executive’s consent. During the duties outlined above in (a) through (e)Employment Period, subject to the authority Executive shall, if he agrees and if he is elected or appointed, serve as an officer of the Board Company and/or any parents, subsidiaries or affiliates of the Company in existence or hereafter created or acquired without any additional compensation for such services. (ii) During the Employment Period, Executive agrees to devote substantially all of his attention, energy and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) skills to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, Company. Executive’s employment under this Agreement shall be Executive’s exclusive employment during the Employment Period. Executive may not engage, -------- Executive will not directly or indirectly ownindirectly, manage, control, participate in, consult with, render services for, or in any other manner business, investment, or activity that interferes with Executive’s performance of Executive’s duties hereunder, is contrary to the interests of the Company or its parents, subsidiaries or affiliates, or requires any significant portion of Executive’s business time. The foregoing notwithstanding, the parties recognize and agree that Executive may engage in personal investments, other business activities and civic, charitable or religious activities which do not conflict with the business or affairs of the Company, its parents, subsidiaries or affiliates or interfere with Executive’s performance of his duties hereunder or otherwise violate this Agreement. During the Employment Period, Executive may not serve on the board of directors of any entity which competes with the business of providing business music programming and ancillary communications products and services including broadcast data delivery▇▇▇▇▇ Corporation, satellite delivered cable television channelsInc. (“▇▇▇▇▇”), audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, its subsidiaries or affiliates without the "Business") other than (i) on behalf written approval of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient mannershall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors.

Position and Duties. (a) In general. Executive shall be employed as President and Chief Executive Officer, with overall responsibility for the Company's business and operations, and shall perform such duties and services, consistent with such position for the Company, as may be (i) specified in the Bye-Laws of the Company or (ii) assigned to him from time to time by the Chairman of the Board of Directors of the Company (the "Chairman"). On or promptly following the Commencement Date, Executive shall be named to the Company's Board of Directors and the Board of Directors will propose Executive for election and re-election to the Board of Directors during the remainder of the Employment Period. The duties of the Executive shall include serving as an officer or director or otherwise performing services for any "Affiliate" of the Company as requested by the Company. An "Affiliate" of any person means any entity that controls, is controlled by or is under common control with such person. Executive shall report to the Chairman. (b) Full-time employment. During the Employment Period, and subject to his obligations to CME Development Corporation, which is anticipated to require one-third of his business time, Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from shall devote his full business time to the services required of him hereunder, except for time necessary in connection with the -------------- management and affairs devoted to services required by him to be performed for any "Affiliate" of the Muzak EntitiesCompany, including, 5 weeks annual vacation time (but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction without duplication of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from any vacation time to time reasonably be prescribed by the Board which are consistent Executive is entitled under any agreement with the duties outlined above in (aany Affiliate) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities 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 Muzak Entities Company, provided, however, that is necessary to fulfill Executive shall perform such services under this Agreement exclusively outside of the United Kingdom and the United States and Executive has entered into an employment agreement with CME Development Corporation for his duties to services within the Muzak Entities as set forth above; provided that, during United Kingdom and the Employment Period, -------- United States. Executive will shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or be engaged in any other manner engage business activity which, in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any reasonable judgment of the Muzak -------- Entities or (ii) as a passive owner of less than 5% Chairman, conflicts with the duties of the outstanding stock Executive under this Agreement. Executive shall travel to, and may be stationed on a short-term basis (not to exceed one month at any time) in, such location or locations outside of a corporation of any class the United Kingdom and the United States as may be requested by the Com pany, or which Executive believes is publicly tradednecessary or advisable, so long as Executive has no direct or indirect participation in the business performance by Executive of such corporation. Executive will report his duties hereunder or to the Board. Executive will perform his duties extent appropriate to improve and responsibilities in a diligent, trustworthy, businesslike advance the interests of the Company and efficient mannerits Affiliates.

Position and Duties. (a) During the Employment Period, Executive ------------------- will (i) shall serve on as the board Senior Vice President-Marketing of directors (or equivalent supervising body) the Company and shall have the normal duties, responsibilities, functions and authority of Holdings LLC the Senior Vice President-Marketing, subject to the power and authority of the Company's Board of Directors (the "Board")) to expand or limit such duties, (ii) exclusively serve as responsibilities, functions and authority and to overrule actions of officers of the Chief Company. During the Employment Period, Executive ----- Officer of Holdings LLC shall render such administrative, and other executive and managerial services to the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, its Subsidiaries which are consistent with Executive's position as the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as Board may from time to time reasonably be prescribed by direct. (b) During the Board which are consistent with the duties outlined above in (a) through (e)Employment Period, subject Executive shall report to the authority of the Board Company's Chief Executive Officer and to the proviso set forth in the following sentence. Executive will shall devote the appropriate her best efforts and her full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties Company and its Subsidiaries. Executive shall perform her duties, responsibilities and functions to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming Company and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report its Subsidiaries hereunder to the Board. Executive will perform his duties and responsibilities best of her abilities in a diligent, trustworthy, businesslike professional and efficient mannermanner and shall comply with the Company's and its Subsidiaries' policies and procedures in all material respects. During the Employment Period, 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 Executive may serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not interfere with Executive's employment hereunder. (c) 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 of more Subsidiaries.

Position and Duties. (a) During the Employment Period, the Executive ------------------- will (i) shall serve on as the Executive Vice President and Chief Financial Officer of the Company and shall have the normal duties, responsibilities and authority thereof, subject to the power of the board of directors (or equivalent supervising body) of Holdings LLC the Company (the "Board"), (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company and powers delegated to the Executive's superiors (iiiif any) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, by the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, Board. (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect The Executive shall report to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with or its designee, and the duties outlined above in (a) through (e)Executive shall devote his best efforts and substantially all of his business time, subject to the authority of the Board attention and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention energies (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities Company and its Subsidiaries (as set forth above; provided that, during the Employment Period, -------- defined below). The Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will shall perform his duties and responsibilities to the best of his abilities in a diligent, trustworthy, and businesslike manner. During the Employment Period, the Executive shall not engage in any business activity which, in the 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, however, that nothing herein is intended to prohibit Executive from managing his own investment portfolio so long as Executive shall at all times adequately fulfill his obligations pursuant to this Section 2(b). (c) For purposes of this Agreement, (i) "Subsidiaries" shall mean any corporation, partnership, limited liability company or similar business organization of which the securities having a majority of the voting power in electing directors or the comparable governing body or Person are, at the time of determination, owned by the Company, directly or through one or more Subsidiaries; and efficient manner(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, the Executive ------------------- will (i) shall serve on as the Executive Vice President, Chief Strategic Officer and General Counsel of the Company and shall have the normal duties, responsibilities and authority thereof, subject to the power of the board of directors (or equivalent supervising body) of Holdings LLC the Company (the "Board"), (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company and powers delegated to the Executive's superiors (iiiif any) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, by the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, Board. (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect The Executive shall report to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with or its designee, and the duties outlined above in (a) through (e)Executive shall devote his best efforts and substantially all of his business time, subject to the authority of the Board attention and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention energies (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities Company and its Subsidiaries (as set forth above; provided that, during the Employment Period, -------- defined below). The Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will shall perform his duties and responsibilities to the best of his abilities in a diligent, trustworthy, and businesslike manner. During the Employment Period, the Executive shall not engage in any business activity which, in the 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, however, that nothing herein is intended to prohibit Executive from managing his own investment portfolio; provided, further, however, that the Company acknowledges that the Executive may devote such time that Executive deems appropriate to his real estate and efficient mannerlaw enterprise (including, without limitation, an "of counsel" relationship with a law firm similar to that previously held during the term of Executive's full time employment with the Company), so long as Executive shall at all times adequately fulfill his obligations pursuant to this Section 2(b). (c) For purposes of this Agreement, (i) "Subsidiaries" shall mean any corporation, partnership, limited liability company or similar business organization of which the securities having a majority of the voting power in electing directors or the comparable governing body or Person 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. During the Employment PeriodTerm, the Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively shall serve as the Chief Executive ----- Financial Officer, Treasurer and Chief Operating Officer of Holdings LLC the Company, and the Company shall have such powers and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which of Directors of the Company (the “Board”) or Chief Executive Officer of the Company (the “CEO”), as applicable, or another authorized executive, provided that such duties are consistent with the duties outlined above in Executive’s position or other positions that the Executive may hold from time to time. For the period beginning on the Second Amendment Effective Date and ending on such date as the Board appoints a successor Chief Executive Officer of the Company (a) through (ethe “Interim Period”), subject to the authority Executive shall serve as the Interim Chief Executive Officer of the Board Company, and shall have such powers and duties as may from time to time be prescribed by the proviso set forth in Board. For the following sentenceavoidance of doubt, the Executive shall not be entitled to Good Reason termination pursuant to Section 3(e) of this Agreement upon the expiration of the Interim Period. The Executive will shall devote the appropriate Executive’s full working time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) efforts to the business and affairs of the Muzak Entities that is necessary to fulfill his duties Company. Notwithstanding the foregoing, the Executive may serve on other boards of directors, with the prior written approval of the Board, or engage in religious, charitable or other community activities as long as such services and activities are disclosed to the Muzak Entities as set forth above; provided thatBoard and do not materially interfere with the Executive’s performance of the Executive’s duties or obligations to the Company (whether under this Agreement, during the Employment PeriodRestrictive Covenant, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in agreement, applicable law or otherwise). To the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activitiesextent applicable, the "Business") other than (i) on behalf of Executive shall be deemed to have resigned from all officer and board members positions that the Executive holds with the Company or any or its respective subsidiaries and affiliates upon the termination of the Muzak -------- Entities Executive’s employment for any reason and by which ever party. The Executive shall execute any documents in reasonable form as may be requested by the Company to confirm or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of effectuate any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient mannerresignations.

Position and Duties. (a) During the Employment Period, Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively shall serve as the Chief Executive ----- Officer Senior Vice President, Performance Sensing Automotive and Aftermarket of Holdings LLC and the Company and shall have the duties, responsibilities, functions and authority that are normally associated with the position of Senior Vice President. Executive’s duties shall be subject to the power and authority of the Company’s Board of Directors (iiithe “Company Board”) and the Board of Directors (the “Board”) of Sensata Technologies Holding plc, a public limited company formed under the laws of England and Wales (“Parent”), to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. During the Employment Period, Executive shall render such managerial, analytical, to Parent and its Subsidiaries (as defined herein) administrative, marketing, creative financial and other executive and managerial services to Holdings LLC, that are consistent with Executive’s position as the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as Board may from time to time reasonably direct. (b) Executive shall report to the Chief Executive Officer and President, or to such other person or persons as may be prescribed designated from time to time by the Board which are consistent with Chief Executive Officer or the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentenceBoard. Executive will shall devote the appropriate his full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods consistent with past practice and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill Parent and its Subsidiaries. In performing his duties to the Muzak Entities as set forth above; provided thatand exercising his authority under this Agreement, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in shall support and implement the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services strategic plans approved from time to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, time by the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so Board. As long as Executive has no direct or indirect participation is employed by the Company, Executive shall not, without the prior written consent of the Board, perform other services for compensation. Unless otherwise agreed by Executive, Executive’s place of work shall be in the business greater Attleboro, Massachusetts metropolitan area, except for travel reasonably required for Company business. (c) For purposes of such corporation. Executive will report 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. Executive will perform his duties and responsibilities in a diligentboard of directors or other governing body are, trustworthyat the time of determination, businesslike and efficient mannerowned by Parent, directly or through one or more Subsidiaries.

Position and Duties. (a) (i) During the Initial Period, 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 shall serve as Chairman of the Company, in the case of each of (i) and (ii), with such authority, power, duties and responsibilities as are commensurate with such positions and as are customarily exercised by a person holding such positions in a company of the size and nature of the Company. During the Employment Period, the Executive ------------------- will shall report directly to the Board of Directors of the Company (the “Board”) and shall serve as a member of the Board. The Board shall appoint the Executive to the positions specified above at the times specified above throughout the Employment Period. During the Employment Period, the Executive shall perform his duties at the Company’s corporate headquarters. (b) The Executive agrees that during the Initial Period, he shall devote his full business time, energies and talents to serving in the positions described in Section 3(a) and he shall perform his duties faithfully and efficiently subject to the directions of the Board. 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 on the board of directors (as a director, trustee or equivalent supervising body) of Holdings LLC (the "Board")officer or otherwise participate in not-for-profit educational, welfare, social, religious and civic organizations; (ii) exclusively serve as a director of any for-profit business, with the Chief Executive ----- Officer prior consent of Holdings LLC and the Company Board (which consent shall not be unreasonably withheld); and (iii) render acquire passive investment interests in one or more entities, to the extent that such managerialother activities do not inhibit or interfere with the performance of the Executive’s duties under this Agreement, analytical, administrative, marketing, creative and other executive services or to Holdings LLC, the knowledge of the Executive conflict in any material way with the business or policies of the Company and their respective subsidiaries or any subsidiary or affiliate thereof (such entities, the "Muzak “Affiliated Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e”), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient manner.

Position and Duties. (a) During the Employment Period, Executive ------------------- will shall serve as Interim Chief Financial Officer (i“CFO”) serve on and Vice President of the board of directors (or equivalent supervising body) of Holdings LLC Company. During the Employment Period, Executive shall render such administrative, operational and other executive and managerial services to the Company and its affiliates (the "Board"), (ii“Company Group”) exclusively serve as are consistent with Executive’s position and the by-laws of the Company and as the Chief Executive ----- Officer of Holdings LLC and the Company and (iiithe “CEO”) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are may from time to time necessary in connection with the -------------- management and affairs reasonably direct. Executive shall also serve for no additional compensation or remuneration as an officer or director of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction Company or such subsidiaries of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties Company as may from time to time reasonably be prescribed designated by the Board which are consistent with Board. (b) During the duties outlined above in (a) through (e)Employment Period, subject Executive shall report to the authority of the Board CEO and to the proviso set forth in the following sentence. Executive will shall devote the appropriate his best efforts and his full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill Company. Executive shall perform his duties duties, responsibilities and functions to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report Company hereunder to the Board. Executive will perform best of his duties and responsibilities abilities in a diligent, trustworthy, businesslike professional and efficient mannermanner and shall comply with the Company’s 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, operational and strategic plans approved from time to time by the CEO and shall support and cooperate with the Company’s efforts to operate in conformity with the business and strategic plans approved by the CEO. During the Employment Period, 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 CEO which shall not be unreasonably withheld. Executive may serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not interfere with Executive’s regular performance of duties and responsibilities hereunder in any material respect. Nothing contained herein shall preclude Executive from (i) engaging in charitable and community activities, (ii) participating in industry and trade organization activities, and (iii) managing his and his family’s personal investments and affairs; provided , that Executive shall not have any ownership interest (of record or beneficial) in any firm, corporation, partnership, proprietorship or other business that competes directly with the Company’s business except for (x) an investment of not more than 1.0% of the outstanding securities of a company traded on a public securities exchange or (y) investments made through public mutual funds.

Position and Duties. (a) During the Employment PeriodTerm, Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively Employee shall serve as Chairman of the Chief Executive ----- Officer Board of Holdings LLC and Directors of the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCCompany. In addition, the Company Employee shall have such other duties, functions, responsibilities, and their respective subsidiaries (such entities, the "Muzak Entities") authority as are from time to time necessary in connection with delegated to the -------------- management and affairs Employee by the Board of Directors of the Muzak EntitiesCompany, includingprovided that such duties, but not limited tofunctions, (a) participating responsibilities, and authority are reasonable and customary for a person serving in lender/investor communications, the aforesaid position or office of an enterprise comparable to the Company. (b) advising on During the strategic direction of Employment Term, the Muzak EntitiesEmployee shall devote his full time, (c) rendering sales and marketing services with respect to owned affiliates and national salesskill, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) his best efforts to the business and affairs of the Muzak Entities that is Company to the extent necessary to fulfill discharge fully, faithfully and efficiently the duties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. In this Agreement, "full time" does not necessarily require that the Employee spend a specific number of hours per working day or a specific number of days per week at the Company's executive offices or otherwise in performing his duties to and responsibilities hereunder, but the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will Employee need only perform his duties and responsibilities as such times as are necessary. In addition, nothing in this Agreement prohibits the Employee's (i) serving as a diligentdirector of other entities that are not competitive with the Company, trustworthy(ii) involvement in community or charitable activities, businesslike or, (iii) personal or family investment-related activities. (c) In connection with the Employee's employment by the Company under this Agreement, the Employee shall be based at the principal executive offices of the Company in Dallas, Texas, except for such reasonable travel as the performance of the Employee's duties in the business of the Company may require. (d) All services that the Employee may render to the Company or any of its subsidiaries or affiliates in any capacity during the Employment Term shall be deemed to be services required by this Agreement and efficient mannerconsideration for the compensation provided for herein.

Position and Duties. 4.1 The Executive shall be employed by the Company and shall serve in the position(s) of Chief Financial Officer and Acting Chief Executive Officer of the Company as set forth in Exhibit A and, in the discharge of his duties, shall report to the Board of Directors of the Company (the “Board”) as set forth in Exhibit A or any other manger or officer as the Company decides and directs from time to time. In the Executive’s position(s) as Chief Financial Officer and Acting Chief Executive Officer, the Executive shall perform such duties, functions and responsibilities during the Employment Period as are commensurate with such positions, as reasonably and lawfully directed by the Board. It is hereby agreed that as part of his duties as mentioned above, the Executive shall also serve in the position of Chief Financial Officer and Acting Chief Executive Officer of Wize Pharma, Inc. (“Parent”). 4.2 During the course of Executive’s employment with the Company, the Executive shall honestly, diligently, skillfully and faithfully serve the Company. The Executive undertakes to devote all his working time, efforts and the best of his qualifications and skills to promoting the business and affairs of the Company, and further undertakes to comply with the policies and working arrangements of the Company, to loyally and fully comply with the decisions of the Company, its management and his supervisors in Israel and abroad, to follow the Company procedures as established from time to time, to carry out the duties imposed upon him. 4.3 The Executive shall, at all times, act in a manner suitable for his position and status in the Company. 4.4 During the Employment Period, the Executive ------------------- will (i) serve on the board shall devote substantially all of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate his business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary Company and faithfully serve the Company. The Executive shall not, without the prior written authorization of the Company, directly or indirectly undertake any other employment, whether as an employee of another employer or independently as an agent. 4.5 The Executive undertakes to notify the Company immediately and without delay regarding any matter or subject in respect of which he had or has a personal interest which might create a conflict of interest with his position in the Company. 4.6 The Executive undertakes to fulfill his duties the responsibilities described in this Agreement and assist the Company and its affiliates, subsidiaries, related corporations and parent company now or hereafter existing (collectively, “Affiliates”) and to the Muzak Entities as set forth above; provided thatmake himself available to them, during the Employment Periodemployment period and even after the termination of his employment relations with the Company, -------- for any reason, in any matter which the Company may reasonably request his assistance, including for the purpose of providing any information relating to his work or actions taken by him and including in the framework of disputes (including legal or quasi-legal proceedings). If the Company requires the Executive’s services after the termination of the employment relations with him, for any reason, it shall reimburse the Executive will for his expenses in connection with performing the provisions of this Section 4.6. 4.7 The Executive shall be based in the Company’s Israeli offices, or any other place as designated from time to time by the Board, but he understands that his position involves international and local travel as required to discharge his responsibilities hereunder. 4.8 The Executive shall not receive any payment and/or benefit from any third party, directly or indirectly ownindirectly, manageduring his employment. In the event the Executive breaches this Sub-section, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of without derogating from any of the Muzak -------- Entities Company’s right by law or (ii) as a passive owner of less than 5% contract, such benefit or payment shall become the sole property of the outstanding stock Company and the Company may set-of a corporation of such amount from any class which sums due to the Executive. 4.9 The Executive acknowledges that the Company is publicly traded, so long committed to the restrictions as Executive has no direct or indirect participation mentioned in the business Prevention of such corporation. Sexual Harassment Law, 1998, and that sexual harassment is a severe disciplinary offence. 4.10 The Executive will report undertakes not to make improper use of computer, computer devices, internet and/or e-mails, including (but not limited to) use of illegal software or the receipt and/or transfer of pornographic material, and/or any other material that is not connected with his work and may be harmful to the BoardCompany, other employees or any other third party, as further detailed in the Company’s policy as may be amended from time. The current policy is attached hereto as Annex B. 4.11 The Executive acknowledges and agrees that personal information related to him and the Executive’s terms of employment at the Company, as shall be received and held by the Company will perform his duties be held and responsibilities managed by the Company, and that the Company shall be entitled to transfer such information to third parties, in a diligentIsrael or abroad. The information will be collected, trustworthyretained, businesslike used, and efficient mannertransferred for legitimate business purposes and to the reasonable and necessary scope only, including: human resources management, business management and customer relations, assessment of potential transactions and relating to such transactions, compliance with law and other requests and requirements from government authorities and audit, compliance checks and internal investigations.

Position and Duties. (a) During the Employment Period, the Executive ------------------- will (i) shall serve on as the Co-Chief Executive Officer of the Company and shall have the normal duties, responsibilities and authority of the Co-Chief Executive Officer, subject to the power of the board of directors (or equivalent supervising body) of Holdings LLC the Company (the "Board"), (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company and powers delegated to the Executive's superiors (iiiif any) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, by the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, Board. (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject The Executive shall report to the authority Board, and the Executive shall devote his best efforts and substantially all of the Board his business time, attention and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention energies (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities Company and its Subsidiaries (as set forth above; provided that, during the Employment Period, -------- defined below). The Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will shall perform his duties and responsibilities to the best of his abilities in a diligent, trustworthy, and businesslike manner. During the Employment Period, the Executive shall not engage in any business activity which, in the 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, however, that the Company acknowledges that the Executive may devote such time that the Executive deems appropriate for managing his own investment portfolio and efficient mannermay serve as a member of the boards of directors of non-profit or charitable organizations, so long as the Executive shall at all times adequately fulfill his obligations pursuant to this Section 2(b). (c) For purposes of this Agreement, (i) "Subsidiaries" shall mean any corporation, partnership, limited liability company or similar business organization of which the securities having a majority of the voting power in electing directors or the comparable governing body or Person 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) In general. Executive shall be employed as Executive Vice President and Chief Financial Officer and shall have responsibility for all elements of the Company's financial management, including accounting, treasury, investor relations, planning, budgeting, financial analysis, tax and capital allocation. Executive shall perform such duties and services, consistent with such position for the Company, as may be assigned to him from time to time by the Company's Chief Executive Officer (the "CEO"), which shall include (i) attending and participating in all meetings of the Company's Board of Directors and all meetings of the Board of Director's Executive Committee (the "Executive Committee") unless the Board or Executive Committee, as the case may be, determines that due to the particular subject matter to be discussed, Executive should not attend part or all of a particular meeting and (ii) serving as the financial adviser to the CEO in connection with all financial and operational matters regarding the Company. The duties of the Executive shall include serving as an officer or director or otherwise performing services for any "Affiliate" of the Company as requested by the Company. An "Affiliate" of the Company means any entity that controls, is controlled by or is under common control with the Company. Executive shall report to the President and CEO. (b) Full-time employment. During the Employment Period, Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from shall devote his full business time to the services required of him hereunder, except for time necessary in connection with the -------------- management and affairs devoted to services required by him to be performed for any "Affiliate" of the Muzak EntitiesCompany, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from vacation time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities 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 Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Company. Executive will shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or be engaged in any other manner engage business activity which, in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any reasonable judgment of the Muzak -------- Entities or (ii) as a passive owner of less than 5% CEO, conflicts with the duties of the outstanding stock of a corporation of any class Executive under this Agreement. Executive shall travel to such location or locations as may be requested by the Company, or which Executive believes is publicly tradednecessary or advisable, so long as Executive has no direct or indirect participation in the business performance by Executive of such corporation. Executive will report his duties hereunder or to the Board. Executive will perform his duties extent appropriate to improve and responsibilities in a diligent, trustworthy, businesslike advance the interests of the Company and efficient mannerits Affiliates.

Position and Duties. (a) During the Employment Period, Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively shall serve as the Chief Executive ----- Officer Vice President, Sensing Solutions and INSIGHTS of Holdings LLC and the Company and shall have the duties, responsibilities, functions and authority that are normally associated with the position of Executive Vice President. Executive’s duties shall be subject to the power and authority of the Company’s Board of Directors (iiithe “Company Board”) and the Board of Directors (the “Board”) of Sensata Technologies Holding plc, a public limited company formed under the laws of England and Wales (“Parent”), to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. During the Employment Period, Executive shall render such managerial, analytical, to Parent and its Subsidiaries (as defined herein) administrative, marketing, creative financial and other executive and managerial services to Holdings LLC, that are consistent with Executive’s position as the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as Board may from time to time reasonably direct. (b) Executive shall report to the Chief Executive Officer and President, or to such other person or persons as may be prescribed designated from time to time by the Board which are consistent with Chief Executive Officer or the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentenceBoard. Executive will shall devote the appropriate his full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods consistent with past practice and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill Parent and its Subsidiaries. In performing his duties to the Muzak Entities as set forth above; provided thatand exercising his authority under this Agreement, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in shall support and implement the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services strategic plans approved from time to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, time by the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so Board. As long as Executive has no direct or indirect participation is employed by the Company, Executive shall not, without the prior written consent of the Board, perform other services for compensation. Unless otherwise agreed by Executive, Executive’s place of work shall be in the business greater Attleboro, Massachusetts metropolitan area, except for travel reasonably required for Company business. (c) For purposes of such corporation. Executive will report 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. Executive will perform his duties and responsibilities in a diligentboard of directors or other governing body are, trustworthyat the time of determination, businesslike and efficient mannerowned by ▇▇▇▇▇▇, directly or through one or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive ------------------- will shall serve as the chief executive officer of the Ademco Security Group of the Company or any successor to such Group, in each case as constituted from time to time (i) serve on the board "Group"), and shall have the normal duties, responsibilities and authority of directors (or equivalent supervising body) an executive serving in such position, subject to the power of Holdings LLC the Board of Directors of the Company (the "Board")) or the President of the Company to expand or limit such duties, (ii) exclusively serve as responsibilities and authority, either generally or in specific instances. Executive shall have the title Chairman and Chief Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e)Group, subject to the authority power of the Board to change such title from time to time. During the Employment Period, Executive shall also serve as a director of the Company for so long as the Board nominates him to that position and he is elected to it, as a Vice-Chairman of the Company for so long as the Board elects or appoints him to that position and as a director of any affiliate of the Company designated by the Board for so long as the Board causes him to be elected to such position. (b) Executive shall report to the proviso set forth in President of the following sentence. Company. (c) During the Employment Period, Executive will shall devote the appropriate his best efforts and his full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and 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 civic endeavors and management of Executive's personal investments and business interests) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to Group and the Muzak Entities as set forth above; provided thatbusiness and affairs of any other group of the Company, during any division of the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services forCompany, or any subsidiary or affiliate of the Company (or any group or division thereof), engaged in the security, alarm or monitoring products business or any other manner engage business the same as or similar to or related to that then engaged in by the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporationGroup. Executive will report to the Board. Executive will shall perform his duties and responsibilities to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner. (d) Executive shall perform his duties and responsibilities principally in the New York metropolitan area, and shall not be required to travel outside that area any more extensively than he has done in the past in the ordinary course of the business of the Group.

Position and Duties. During (a) The Company hereby continues to employ the Employment PeriodExecutive, and the Executive ------------------- will (i) serve on hereby accepts continued employment with the board of directors (or equivalent supervising body) of Holdings LLC (Company, upon the "Board")terms and subject to the conditions set forth herein. From and following the Closing Date, (ii) exclusively the Executive shall serve as the Chief Executive ----- Financial Officer of Holdings LLC and the Company and in such other office or offices to which the Executive may be appointed or elected by the Board of Directors of the Company (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCthe “Board” or “Board of Directors”). Upon termination of the Executive’s employment relationship with the Company for any reason, the Company Executive shall resign and their respective subsidiaries (such entities, the "Muzak Entities") relinquish any other position held as are from time to time necessary in connection with the -------------- management and affairs an officer and/or board member of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, Company or its subsidiaries or affiliates. (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject Subject to the authority direction and supervision of the Board and the Company’s Chief Executive Officer, the Executive shall perform such duties as are customarily associated with the office of Chief Financial Officer and such other offices to which the Executive may be appointed or elected by the Board of Directors and such additional duties as the Board of Directors may assign to the proviso set forth in Executive consistent with the following sentenceExecutive’s position(s) with the Company. The Executive will diligently and conscientiously perform the duties of the Chief Financial Officer and will devote the appropriate Executive’s best efforts and full time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) during normal business hours to the business and affairs of the Muzak Entities Company. (c) The Executive will accept no other employment or contracting work during the Term or serve as a member of the board of directors of any for-profit entity or as a member of any advisory board without the express written consent of the Board, except that is necessary the Executive shall be permitted to fulfill his duties to accept other employment or contracting work from the Muzak Entities as entities and/or ventures set forth abovein Exhibit A (the “Approved Endeavors”); provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of work performed for such Approved Endeavors does not materially interfere with the Muzak -------- Entities or Executive’s duties and responsibilities to the Company and (ii) as a passive owner such work performed for such Approved Endeavors is not competitive with any business in which the Company or any of less than 5% its subsidiaries is then engaged or, to the then existing knowledge of the outstanding stock Executive, proposes to engage, including, without limitation, the development of a corporation (A) cyclodextrin-based products for the treatment of any class which is publicly traded, so long as Executive has no direct neurodegenerative and/or cholesterol transport diseases and (B) other drugs or indirect participation in products for the business treatment of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient manner▇▇▇▇▇▇▇-Pick Disease Type C1.

Position and Duties. (a) During the Employment Period, Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively shall serve as the Executive Vice President — Chief Executive ----- Innovation Officer of Holdings LLC and the Company and (iii) shall have the duties, responsibilities, functions and authority of an executive officer of the Company, subject to the power and authority of the Company’s President to expand or limit such duties, responsibilities, functions and authority. During the Employment Period, Executive shall render such managerial, analytical, administrative, marketing, creative financial and other executive and managerial services to Holdings LLC, the Company and their respective subsidiaries its Subsidiaries (such entities, the "Muzak Entities"as defined below) as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as President may from time to time reasonably be prescribed by direct. (b) During the Board which are consistent with the duties outlined above in (a) through (e)Employment Period, subject Executive shall report to the authority of the Board Company’s President and to the proviso set forth in the following sentence. Executive will shall devote the appropriate his full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill Company and its Subsidiaries. Executive shall perform his duties duties, responsibilities and functions to the Muzak Entities as set forth above; provided thatCompany and its Subsidiaries hereunder in good faith in a diligent, during trustworthy and professional manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. During the Employment Period, -------- Executive will shall not directly serve as an officer or indirectly owndirector of, manage, control, participate in, consult with, render or otherwise perform services for compensation for, or in any other manner engage in entity without the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any prior written consent of the Muzak -------- Entities Board (which shall not be unreasonably withheld, conditioned or (ii) as a passive owner delayed); provided that Executive may participate on boards of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, charitable entities or other civic entities so long as Executive has no direct such service does not materially interfere with Executive’s duties under this Agreement. (c) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or indirect participation in other entity of which the business securities or other ownership interests having the voting power to elect a majority of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligentboard of directors or other governing body are, trustworthyat the time of determination, businesslike and efficient mannerowned by the Company, directly or through one or more Subsidiaries.

Position and Duties. (a) During the Employment PeriodTerm, Executive ------------------- will shall be employed as President and Chief Executive Officer of Employer, under the direction and subject to the control of the Board (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"which direction shall be such as is customarily exercised over a chief executive officer), (ii) exclusively serve and Executive shall be responsible for the business, affairs, properties and operations of Employer and shall have general executive charge, management and control of Employer, with all such powers and authority with respect to such business, affairs, properties and operations as the Chief may be reasonably incident to such duties and responsibilities. In addition, Executive ----- Officer of Holdings LLC shall have such other duties, functions, responsibilities, and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") authority as are from time to time necessary delegated to Executive by the Board; provided, however, that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving in connection the same or similar capacity of an enterprise comparable to Employer. The assignment to Executive of duties and/or responsibilities that are materially inconsistent with Executive’s status, positions, duties, responsibilities and functions with the -------------- management and affairs Employer immediately prior to the effective date of such assignment or the removal of Executive from, or the failure to re-elect Executive to, any material corporate office of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, Employer held by Executive immediately prior to such effective date shall constitute a material breach of this Agreement by the Employer. (b) advising on During the strategic direction of the Muzak EntitiesEmployment Term, (c) rendering sales and marketing services with respect to owned affiliates and national salesExecutive shall devote his full business time, (d) pursuing acquisitionsskill, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) his best efforts to the business and affairs of Employer to the Muzak Entities that is extent necessary to discharge fully, faithfully, and efficiently the duties and responsibilities delegated and assigned to Executive in or pursuant to this Agreement, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability and as otherwise specified in this paragraph. Employer agrees that it shall not be a violation of this paragraph for Executive to (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill his duties speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as in the case of (i), (ii) and (iii) above such activities do not significantly interfere or conflict with the performance of Executive’s responsibilities under this Agreement or the interests of Employer. Executive shall not become a member of the board of directors or committees of any other for profit business organization without prior written consent of the Board. (c) In connection with Executive’s employment under this Agreement, Executive shall be based in Houston, Texas, or at any other place where the principal executive offices of Employer may be located during the Employment Term, subject to the Muzak Entities provisions of Paragraph 1(h)(iii). Executive also will engage in such travel as set forth above; the performance of Executive’s duties in the business of Employer may require. (d) All services that Executive may render to Employer or any of its Affiliates in any capacity during the Employment Term shall be deemed to be services required by this Agreement and the consideration for such services is that provided thatfor in this Agreement. (e) Executive hereby acknowledges that he has read and is familiar with Employer’s policies regarding business ethics and conduct, and will comply with all such provisions, and any amendments thereto, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient mannerTerm.

Position and Duties. (a) During the Employment Period, Executive ------------------- will shall serve as President of Physicians Formula Holdings, Inc. (i) serve on "Parent"), the board parent company of directors (or equivalent supervising body) the Company, and the Company and shall have the normal duties, responsibilities, functions and authority of Holdings LLC the President, subject to the power and authority of Parent’s Board of Directors (the "Board")) to expand or limit such duties, (ii) exclusively serve responsibilities, functions and authority and to overrule actions of officers of Parent or the Company, as applicable. During the Chief Employment Period, Executive ----- Officer of Holdings LLC and the Company and (iii) shall render such managerial, analytical, administrative, marketing, creative and other executive and managerial services to Holdings LLC, Parent and its Subsidiaries which are consistent with Executive's position as the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as Board may from time to time reasonably be prescribed by direct. (b) During the Board which are consistent with the duties outlined above in (a) through (e)Employment Period, subject Executive shall report to the authority of the Board and to the proviso set forth in the following sentence. Executive will shall devote the appropriate his best efforts and his full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill Parent and its Subsidiaries. Executive shall perform his duties duties, responsibilities and functions to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming Parent and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report its Subsidiaries hereunder to the Board. Executive will perform best of his duties and responsibilities abilities in a diligent, trustworthy, businesslike professional and efficient mannermanner and shall comply with Parent’s and its Subsidiaries' policies and procedures in all material respects. During the Employment Period, 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 Executive may serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not interfere with Executive's employment hereunder. (c) 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 Parent, directly or through one or more Subsidiaries.

Position and Duties. 1.1 During the Employment Period, Executive ------------------- will Term (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"as defined below), (ii) exclusively Employee shall serve as the Chief Executive ----- Officer of Holdings LLC the Company, reporting directly to the Board of Directors of company. Employee shall have responsibility for the overall day-to-day oversight and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak EntitiesCompany, subject to the supervision of the Board of Directors and shall have the duties, responsibilities and authority customarily associated with such position, including, but not limited to, (a) participating in lender/investor communications, (b) advising on assisting the strategic direction Board of the Muzak Entitiescompany ("Board") in developing long term strategies for developing the company's subsidiaries, (c) rendering sales supervising all management and marketing services with respect to owned affiliates employees of the Company, helping in setting employee compensation, adopting budgets and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties for or on behalf of the Company, as are customarily assigned to the Chief Executive of companies comparable to Home Savers Holding Corporation, provided that such duties are reasonably consistent with Employee's experience and background. Employee shall also have such other responsibilities and duties consistent therewith as shall be determined from time-to-time by the Board. In that Employee is currently serving as "at will" in the capacity of Chief Executive Officer, and employee agrees to maintain additional duties until such time as new officers and employees are appointed. 1.2 During the Employment Term, Employee shall serve the Company faithfully and to the best of his ability and shall devote substantially all of his business time, attention and efforts to the performance of such duties as may be assigned to him from time to time reasonably be prescribed by the Board which are consistent Chairman of the Board. Employee shall confer with the duties outlined above in (a) through (e), subject to the authority Chairman of the Board and must have the written approval of the board prior to any mergers, acquisitions or significant contracts by the company or prior to entering into any new financial agreements in behalf of the company outside of the normal day to day responsibilities of the CEO. 1.3 Employee expressly represents and warrants to the proviso set forth Company that Employee is not a party to any contract or agreement and is not otherwise obligated in any way, and is not subject to any rules or regulations, whether governmentally imposed or otherwise, which will or may restrict in any way the Employee's ability to fully perform his duties and responsibilities under this Agreement. Employee further expressly represents and warrants that he is eligible to work in the following sentenceUnited States and shall take all necessary action to comply with requests for verification of employment eligibility. 1. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive 4Employee will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient mannerlocated at the corporate headquarters or elsewhere within reason to perform the position's responsibilities.

Position and Duties. (i) During the Employment Period, the Executive ------------------- will (i) shall serve as Chief Executive Officer of HHH Seaport Division, and on the board date Seaport begins being publicly listed on a nationally recognized exchange will become Chief Executive Officer of directors (or equivalent supervising body) Seaport. Executive’s job duties and responsibilities as Chief Executive Officer of Holdings LLC HHH Seaport Division and Chief Executive Officer of Seaport include the management of all matters related to the Seaport region, including the J▇▇▇ ▇▇▇▇▇▇-related joint venture and related projects, the Aviators minor league baseball team, and the Fashion Show air rights, with such authority, duties and responsibilities as are normally attendant to such position and such other duties commensurate with this position that may be reasonably assigned by the Company’s Board of Directors (the "“Board"”). During his employment at HHH, the Executive shall report to the Board of HHH. During his employment at Seaport, the Executive shall report to the Board of Seaport. Within thirty (30) days of Seaport being publicly listed on a nationally recognized exchange, the Executive shall be appointed as a director on the Board of Seaport, and Seaport shall nominate the Executive for election to the Board at each annual stockholders’ meeting of Seaport that occurs during the Employment Period. (ii) exclusively serve as During the Chief Employment Period, and excluding any periods of vacation and sick leave to which the Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCis entitled, the Company Executive agrees to devote all of his business attention and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary Company, and to fulfill use his duties reasonable best efforts to perform such responsibilities. During the Muzak Entities Employment Period, it shall not be a violation of this Agreement for the Executive to (A) serve on civic or charitable boards or committees, (B) manage personal and family investments, and (C) engage in lectures or teaching, so long as set forth aboveany such activities referenced in Section 2(a)(ii)(A)-(C) do not, individually or in the aggregate, interfere with the discharge of the Executive’s responsibilities pursuant to this Agreement; provided thatprovided, however, for the avoidance of doubt, during the Employment Period, -------- the Executive will shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in hold any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") management positions at other than (i) on behalf of companies or any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient mannerother entities.

Position and Duties. (a) During the Employment Period, Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively shall serve as the Chief Executive ----- Officer of Holdings LLC the Company. As Chief Executive Officer, Executive, subject to the control of the Board, shall have general supervision and control over the Company and (iii) render such managerialbusiness, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management property and affairs of the Muzak EntitiesCompany and perform such duties as may be assigned to him by the Board. Executive shall report to the Board. On the Effective Date, includingExecutive will be appointed as a member of the Board. During the Employment Period, but not limited to, (a) participating in lender/investor communications, Executive will be nominated to be elected as a member of the Board at the end of each of Executive’s terms as a member of the Board. Executive may be elected and/or appointed to serve as a director of one or more of the Company’s subsidiaries. Executive’s service as a director of the Company and/or its subsidiaries shall be without additional remuneration. (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales Executive shall devote his best efforts and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate his full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Company. The Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will shall perform his duties and responsibilities to the best of his abilities in a diligent, trustworthy, businesslike and efficient 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 perform his duties hereunder subject to and in accordance with the resolutions or any other determinations of the Board and the certificate of incorporation and by-laws of the Company and applicable law. During the Employment Period, Executive shall not become an employee of any Person or entity other than the Company. This section shall not be construed to prohibit Executive from serving on the board of directors of one or more other entities (with the consent of the Board in the case of a for-profit entity) or from investing in a business to the extent consistent with the provisions of Section 2.6(a).

Position and Duties. (a) During the Employment Period, Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively shall serve as the Executive Vice President, Chief Executive ----- Administrative Officer of Holdings LLC and the Company and shall have the duties, responsibilities, functions and authority that are normally associated with the position of Executive Vice President. Executive’s duties shall be subject to the power and authority of the Company’s Board of Directors (iiithe “Company Board”) and the Board of Directors (the “Board”) of Sensata Technologies Holding plc, a public limited company formed under the laws of England and Wales (“Parent”), to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. During the Employment Period, Executive shall render such managerial, analytical, to Parent and its Subsidiaries (as defined herein) administrative, marketing, creative financial and other executive and managerial services to Holdings LLC, that are consistent with Executive’s position as the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as Board may from time to time reasonably direct. (b) Executive shall report to the Chief Executive Officer & President, or to such other person or persons as may be prescribed designated from time to time by the Board which are consistent with Chief Executive Officer or the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentenceBoard. Executive will shall devote the appropriate her full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods consistent with past practice and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his Parent and its Subsidiaries. In performing her duties to the Muzak Entities as set forth above; provided thatand exercising her authority under this Agreement, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in shall support and implement the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services strategic plans approved from time to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, time by the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so Board. As long as Executive has no direct or indirect participation is employed by the Company, Executive shall not, without the prior written consent of the Board, perform other services for compensation. Unless otherwise agreed by Executive, Executive’s place of work shall be in the business greater Attleboro, Massachusetts metropolitan area, except for travel reasonably required for Company business. (c) For purposes of such corporation. Executive will report 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. Executive will perform his duties and responsibilities in a diligentboard of directors or other governing body are, trustworthyat the time of determination, businesslike and efficient mannerowned by Parent, directly or through one or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive ------------------- will (i) Employee shall serve on as the chief executive officer and president of the Company and shall have the normal duties, responsibilities, functions and authority of the chief executive officer and president, subject to the power of the Company's board of directors (or equivalent supervising body) of Holdings LLC (the "Board")) to reasonably expand or limit such duties, (ii) exclusively serve as responsibilities, functions and authority and to override actions of officers of the Chief Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerialCompany, analyticalprovided, administrative, marketing, creative and other executive services to Holdings LLChowever, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but Board may not limited to, (a) participating in lender/investor communications, materially alter Employee's duties or position. (b) advising on During the strategic direction of the Muzak EntitiesEmployment Period, (c) rendering sales and marketing services with respect Employee shall report to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will shall devote the appropriate his best efforts and his full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) for least three full business weeks per month (including at least ten business days per month at the headquarters office of the Company in Duncan, South Carolina) to the business and affairs of the Muzak Entities that is necessary to fulfill Company and its Subsidiaries. Employee shall perform his duties duties, responsibilities and functions to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming Company and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report its Subsidiaries hereunder to the Board. Executive will perform best of his duties and responsibilities abilities in a diligent, trustworthy, businesslike and efficient manner. The Company hereby acknowledges that Employee currently serves as a member of the board of directors of Paper Calmenson & Company and of Harold's Stores, Inc. and agrees that, so long as such service does not interfere with Employee's obligations hereunder, Employee may continue to serve as a member of such boards of directors. (c) 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, Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively Employee shall serve as the Chief Executive ----- Accounting Officer & Vice President of Holdings LLC Finance, and in connection therewith Employee shall render services to the Company and (iii) render such managerial, analytical, administrative, marketing, creative have the responsibilities and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board authority which are consistent with the duties outlined above in (a) through (e)Employee’s position, subject to the power and authority of the officers and the Board and to of Directors of the proviso set forth in Company (the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity“Board”) to the business expand or limit such duties, responsibilities, functions and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices authority. (together with all reasonably related activities, the "Business"b) other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will Employee shall report to the Chief Executive Officer (or such other person as shall be designated by the Board). Executive will Employee shall perform his Employee’s duties and responsibilities to the best of Employee’s abilities in a diligent, trustworthy, businesslike and efficient manner. Employee shall devote Employee’s full business time, energies and attention (except for permitted vacation periods and periods of illness or other temporary incapacity) to the business and affairs of the Company. However, Employee may seek approval for external obligations from the Board 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, 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, however, that Employee may serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities are not in competition with the Company or do not interfere with Employee’s ability 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) The Company shall have the right to assign Employee new duties and to change Employee’s title subject to Section 4 of this Agreement.

Position and Duties. (a) During the Employment Period, Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively shall serve as the Chief Executive ----- Financial Officer of Holdings LLC the Company, reporting to the Chief Executive Officer of the Company, and subject to the power of the Board of Directors of the Company (the “Board) or officers of the Company assigned by the Board to expand or limit Executive’s duties, responsibilities, functions and authority in a manner reasonably consistent with Executive’s title. Executive acknowledges and agrees that he owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Company and its Subsidiaries and Affiliates and to do no act which would, directly or indirectly, injure the Company’s (iiiand its Subsidiaries’ and Affiliates’) render such managerialbusiness, analyticalinterests or reputation. In addition, administrative(i) Executive will use his best efforts to promote the interests, marketing, creative prospects and other executive services to Holdings LLC, condition (financial and otherwise) and welfare of the Company and their respective subsidiaries its Subsidiaries and Affiliates and shall perform his duties and responsibilities to the best of his ability in a diligent, trustworthy, businesslike and efficient manner and (ii) Executive shall comply at all times with all lawful policies and codes of conduct of the Company and its Subsidiaries and Affiliates, as such entities, the "Muzak Entities") as are policies and codes may change from time to time necessary time, that are provided to Executive in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, writing (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties or as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. employee handbook). (b) During the Employment Period, Executive will shall report to the CEO and shall devote the appropriate his best efforts and his full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that Company and its Subsidiaries and Affiliates. Executive may serve on the board of directors (or its equivalent) of noncompetitive, religious, civic or charitable entities without the prior written approval of the Board so long as such service is necessary to fulfill his duties not disruptive, or does not interfere with Executive’s obligations hereunder, to the Muzak Entities business of the Company or its Subsidiaries or Affiliates. Executive shall, if so requested by the Company, also serve without additional compensation, as set forth above; provided thatan officer, during director or manager of any Subsidiary or Affiliate of the Company. (c) During the Employment Period, -------- Executive will not be located within commuting distance from the Company’s office in Denver, Colorado (or other Company office as agreed), subject to travel on business of the Company to the extent reasonably required by the Company in order to perform Executive’s duties to the Company under this Agreement, which shall include periodic travel to the Company’s New York headquarters. (d) For purposes of this Agreement, (i) “Subsidiary” means, to the extent applicable from time to time, 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 and (ii) “Affiliate” of an entity means any other person or entity, directly or indirectly owncontrolling, manage, control, participate in, consult with, render services for, controlled by or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together under common control with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient manneran entity.

Position and Duties. (i) During the Employment Period, the Executive ------------------- shall serve in such capacity as deemed mutually agreeable to the Company and the Executive, and upon meeting all regulatory requirements, will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively serve as the EVP, Chief Executive ----- Credit Officer of Holdings LLC the Company and assume such duties and responsibilities as are customarily assigned to such positions. Executive shall also have such other roles and responsibilities at the Company and the Bank as shall be mutually agreeable, including service as the EVP, Chief Credit Officer and such roles and responsibilities at the Bank as shall be mutually agreeable between the Executive and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and necessary regulatory requirements to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacityassume such position) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period. During the Employment Period, -------- the location of Executive’s primary work on a daily basis shall be Stamford, Connecticut or such other mutually agreeable location. Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage have an office in the business of providing business music programming Company’s corporate headquarters and ancillary communications products and services including broadcast data deliveryin such other locations, satellite delivered cable television channelsif any, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, as determined by the "Business") other than (i) on behalf of any of the Muzak -------- Entities or Parties. (ii) Notwithstanding the foregoing, until the Company and the Bank receive the required non-objections from the OCC and the Federal Reserve, the Executive shall serve in a non-policy-making role or roles at the Company and/or the Bank as mutually determined by the Executive and the Company, consistent with applicable regulatory requirements. (iii) During the Employment Period, and excluding any periods of FTO (as defined below) of which the Executive avails himself under this Agreement, the Executive shall be employed by the Company on a passive owner full-time basis and agrees to devote such time as is necessary to discharge the responsibilities assigned to the Executive hereunder and to use the Executive’s reasonable best efforts to perform such responsibilities faithfully and efficiently. During the Employment Period, it shall not be a violation of less than 5% of this Agreement for the outstanding stock of a corporation of any class which is publicly tradedExecutive to, either for free or for personal compensation, (A) serve on corporate, civic, or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements, or teach at educational institutions, (C) manage personal investments, (D) attend to other business matters, so long as Executive has no direct or indirect participation such activities do not materially interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement, and (E) subject to his fiduciary duties as an officer and director of the business Company, serve as an officer and/or director, of such corporation. Executive will report to the entities approved by the Board. The Company and Bank acknowledge the Executive will perform may receive confidential, attorney-client, and regulatory communications pursuant his duties role at other companies, and responsibilities in a diligenthereby waives any rights, trustworthyclaims, businesslike or demands to such information and efficient mannerto the extent such information inadvertently is provided to the Company or on the Company’s premises, electronic devises, servers, or otherwise, the Company agrees to preserve the confidentiality of such information, not to review such information and to allow Executive to claw back such information at Executives request.

Position and Duties. (a) During the Employment Period, the Executive ------------------- will (i) shall serve on initially as the Chief Financial Officer of the Company and shall have the normal duties, responsibilities and authority of the Chief Financial Officer, subject to the power of the board of directors (or equivalent supervising body) of Holdings LLC the Company (the "BoardBOARD"), (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company and powers delegated to the Executive's superiors (iiiif any) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, by the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, Board. (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect The Executive shall report to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with or its designee, and the duties outlined above in (a) through (e)Executive shall devote his best efforts and substantially all of his business time, subject to the authority of the Board attention and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention energies (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities Company and its Subsidiaries (as set forth above; provided that, during the Employment Period, -------- defined below). The Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will shall perform his duties and responsibilities to the best of his abilities in a diligent, trustworthy, and businesslike manner. During the Employment Period, the Executive shall not engage in any business activity which, in the 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, HOWEVER, that the Company acknowledges that the Executive may devote such time that the Executive deems appropriate for managing his own investment portfolio so long as the Executive shall at all times adequately fulfill his obligations pursuant to this Section 2(b). (c) For purposes of this Agreement, (i) "SUBSIDIARIES" shall mean any corporation of which the securities having a majority of the voting power in electing directors are, at the time of determination, owned by the Company, directly or through one or more Subsidiaries; and efficient manner(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. During (a) The Company shall employ the Employment PeriodExecutive, and the Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board")shall serve, (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company and its subsidiaries. The Executive shall be responsible for overseeing and managing the Business, including complete authority for the management of the day-to-day business, operations and strategy of the Company and its subsidiaries, subject to the ultimate authority of the Board of Directors of the Company. The Executive shall have such additional responsibilities or duties with respect to the Company and its subsidiaries, and their respective operations, as may be determined and assigned to the Executive by the Board of Directors of the Company, which responsibilities and duties shall generally be of a nature which may be assigned to the most senior executive of the Company. The Executive shall report directly to the Board of Directors of the Company. (iiib) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCDuring the Employment Term, the Company and their respective subsidiaries its Board of Directors shall cause the Executive to be nominated to be elected as a director to the Company's Board of Directors and the Executive shall serve at all times during the Employment Term as the Chairman of the Board of Directors. (c) The Company acknowledges that the Executive has substantial and significant other business commitments, spends a substantial and significant portion of his business hours on other business activities, and serves as an officer and director of other entities and business enterprises that require the Executive to devote substantially all of his business time to such entitiesactivities and enterprises. Accordingly, the "Muzak Entities") Executive shall not be required to devote any particular specific amount of time or energy to the business of the Company. Subject to the foregoing, the Executive shall perform his duties and obligations hereunder, including but not limited to assisting the Company in achieving its goals and business plans as are determined by the Board of Directors from time to time necessary in connection time, diligently, faithfully and competently, and with the -------------- management Executive's application of his abilities, skills, and affairs judgment and in accordance with ethical and professional standards. The Executive's principal responsibility shall be setting strategy for the Company. (d) Nothing in this Agreement shall prohibit the Executive from serving as an officer or director of any entity or business enterprise, or otherwise participating in educational, ____ welfare, social, religious and civic organizations; provided, however, that during the Employment Term, the Executive shall not serve as a director or officer of any entity or business enterprise which engages in a business that competes directly with the Business. (e) Nothing in this Agreement shall prohibit the Executive from making any investments in the securities of any entity or business enterprise; provided, however, that during the Employment Term, the Executive shall not make any investments (other than "passive investments" as defined below) in the securities of any entity or business enterprise which engages in a business that competes directly with the Business. An investment shall be considered a "passive investment" to the extent that such securities (i) are actively traded on a United States national securities exchange, on the NASDAQ National Market System or Small Cap Market System, on the OTC Bulletin Board, or on any foreign securities exchange, and (ii) represent, at the time such investment is made, less than five percent (5%) of the Muzak Entitiesaggregate voting power of such entity or business enterprise. (f) The Executive shall perform his duties from his current offices located in Los Angeles, California. The Executive shall permit the Company to utilize his Los Angeles, California offices, on terms and conditions acceptable to the Executive, in his discretion. (g) The Executive shall assist the Company in obtaining the Financing by introducing the Company to potential financing sources. The other senior executives of the Company will also be actively involved in obtaining the Financing, including, but not limited to, (a) participating in lender/investor communicationspreparing offering materials and private placement memoranda, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties performing "roadshow" presentations as may from time be appropriate to time reasonably be prescribed by accomplish the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient mannerFinancing.

Position and Duties. (a) In general. Executive shall be employed as Executive Vice President, Managing Director and Chief Operating Officer and shall perform such duties and services, consistent with such position for the Company, as may be (i) specified in the By-Laws of the Company or (ii) assigned to him from time to time by the Chief Executive Officer of the Company (the "CEO") or the Chairman. The duties of the Executive shall include serving as an officer or director or otherwise performing services for any "Affiliate" of the Company as requested by the Company. An "Affiliate" of any person means any entity that controls, is controlled by or is under common control with such person. Executive shall report to the CEO and shall be a member of the Office of the CEO. Without limiting the generality of the foregoing the Executive shall provide regular on-site management in the UK of the day to day operations of the Company including the Programme Acquisition, Human Resources, IT, and Finance departments and any specific Development initiatives assigned from time to time. Executive's office shall be the principal office of the Company in the U.K. (b) Full-time employment. During the Employment Period, and subject to his obligations to Central European Media Enterprises, Ltd., which is anticipated to require one-third of his business time, Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from shall devote his full business time to the services required of him hereunder, except for time necessary in connection with the -------------- management and affairs devoted to services required by him to be performed for any "Affiliate" of the Muzak EntitiesCompany, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from vacation time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities 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 Muzak Entities Company, provided, however, that is necessary to fulfill Executive shall perform such services under this Agreement exclusively within the United Kingdom and the United States and Executive has entered into an employment agreement with Central European Media Enterprises, Ltd. for his duties to services outside of the Muzak Entities as set forth above; provided that, during United Kingdom and the Employment Period, -------- United States. Executive will shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or be engaged in any other manner engage business activity which, in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any reasonable judgment of the Muzak -------- Entities or (ii) as a passive owner of less than 5% CEO, conflicts with the duties of the outstanding stock of a corporation of any class Executive under this Agreement. Executive shall travel to such location or locations within the United Kingdom and the United States as may be requested by the Company, or which Executive believes is publicly tradednecessary or advisable, so long as Executive has no direct or indirect participation in the business performance by Executive of such corporation. Executive will report his duties hereunder or to the Board. Executive will perform his duties extent appropriate to improve and responsibilities in a diligent, trustworthy, businesslike advance the interests of the Company and efficient mannerits Affiliates.

Position and Duties. (a) During the Employment Period, Executive ------------------- will shall serve as the General Counsel of the Company. During the Employment Period, Executive is to have the normal duties, responsibilities and authority of an executive with the title of General Counsel, subject to the power of the Chief Executive Officer to provide oversight and direction with respect to such duties, responsibilities and authority, either generally or in specific instances and consistent with such position. (b) During the Employment Period, Executive acknowledges and agrees that from time to time (i) the board of directors of the Company (the “Company Board”) or the board of directors or managers, as applicable, of any member of the Company Group, may assign Executive additional positions with the Company or such member of the Company Group, respectively, or (ii) the equityholders of any member of the Company Group may request that Executive serve on the board of directors or managers, as applicable, of another member of the Company Group that is its subsidiary, with such titles, duties and responsibilities as shall be determined by the Company Board or such board of directors or managers, or such equityholders, as applicable. Executive agrees to serve in any and all such positions without additional compensation. Upon the Date of Termination, Executive shall, at the request of the applicable equityholders or the applicable board of directors or managers, resign from all such positions. (c) Executive acknowledges and agrees that Executive shall be subject to all the terms and conditions set forth in (i) the Second Amended and Restated Limited Liability Company Agreement of the Company, as amended, supplemented or equivalent supervising body) otherwise modified from time to time, applicable to the Company Board or the members of Holdings LLC (the "Board"), Company Board and (ii) exclusively serve as the relevant governing documents of any other member of the Company Group for which Executive provides services pursuant to this Agreement. (d) Executive shall report to the Chief Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, Company. (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by During the Board which are consistent with the duties outlined above in (a) through (e)Employment Period, subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will shall devote the appropriate Executive’s full professional time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and periods and. reasonable periods of illness or other incapacity) to the business Business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporationCompany Group. Executive will report to the Board. Executive will shall perform his Executive’s duties and responsibilities in a diligent, trustworthy, businesslike business-like and efficient manner. During the Employment Period, Executive shall not serve as a director or a principal of another company or engage in any other business activity which could materially interfere or conflict with the performance of his duties, services and responsibilities hereunder or which is in violation of the reasonable policies established from time to time by the Company without the Company Board’s prior consent. Other than as set forth in Appendix 1, Executive neither serves as director nor as principal of any for profit, charitable or civic organizations. Executive will provide the Company with prior written notice of any material future commitments with respect to any charitable or civic organization, provided that Executive shall not serve in such current or future positions in the event such service unreasonably interferes with Executive devoting Executive’s full professional time and attention to the Business and affairs of the Company Group. At such time as the Company Board determines that in its reasonable, good faith judgment any or all such director or principal positions materially interfere or conflict with the performance of Executive’s duties, services and responsibilities hereunder, subject to compliance with applicable law, the Company Board may require the resignation of Executive from any or all such positions. (f) Executive shall perform Executive’s duties and responsibilities principally at the headquarters office of the Company in Atlanta, Georgia.

Position and Duties. (a) During the Employment Period, Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively shall serve as the Chief Executive ----- Officer of Holdings LLC and the Company and (iii) render shall have the normal duties, responsibilities and authority associated with such managerial, analytical, administrative, marketing, creative and other executive services position subject to Holdings LLC, the power of the board of directors of the Company (the “Board”) to expand or limit such duties, responsibilities and their respective subsidiaries (such entities, the "Muzak Entities") as are from time authority and to time necessary in connection with the -------------- management and affairs override actions of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, officers. (b) advising on During the strategic direction of the Muzak EntitiesEmployment Period, Executive (ci) rendering sales and marketing services with respect shall report to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (aii) through (e), subject to the authority shall devote substantially all of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate Executive’s business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable 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 Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided thatCompany and its Subsidiaries, during the Employment Period, -------- Executive will (iii) shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or engage in any other manner engage in business activity without the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any prior written approval of the Muzak -------- Entities or Board, and (iiiv) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will shall perform his Executive’s duties and responsibilities hereunder to the best of Executive’s abilities in a diligent, trustworthy, businesslike and efficient manner. (c) With respect to all regular elections of directors during the Employment Period, the Company shall nominate, and the Company shall recommend to its stockholders the election of, Executive to serve as a member and Chairman of the Board. Upon the termination or expiration of the Employment Period, Executive shall resign as a director of the Company and its Subsidiaries, as the case may be.

Position and Duties. During the Employment Period, Executive ------------------- you will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company and (iii) render will have the usual and customary duties, responsibilities and authorities of a person in such managerial, analytical, administrative, marketing, creative position and such other executive services duties assigned to Holdings LLC, you by the Board of Directors of the Company (the “Board”) which are consistent with your position. You will report directly to the Board. You will devote your full working time, efforts and their respective attention to, and diligently and conscientiously perform the duties of, such position. In addition to performing such duties for the Company, you may be required to perform similar duties for the Company’s existing subsidiaries (such entitiesor affiliates, the "Muzak Entities") as are and/or any subsidiaries and/or affiliates which may be formed or acquired from time to time necessary in connection with the -------------- management future, including without limitation Tyme Inc., a Delaware corporation, and affairs of Luminant Biosciences, LLC (collectively, all such subsidiaries and/or affiliates, including subsidiaries formed after the Muzak Entitiesdate hereof, includingshall be referred to as the “Company Affiliates”). Except for travel for business purposes, but not limited toyou will be employed and your primary offices will be located at the Company office located at ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties “Company Office”). You will be appointed as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority a member of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs effective as of the Muzak Entities that is necessary Effective Date, and the Company shall cause you to fulfill his duties to be nominated as a member of the Muzak Entities as set forth above; provided that, Board at each annual meeting of stockholders of the Company during the Employment PeriodPeriod at which your Board seat is up for re-election. You represent to the Company that you are not subject to or a party to any employment agreement, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services fornon-competition covenant, or in any other manner engage in the business of providing business music programming agreement that would be breached by, or prohibit you from executing, this Agreement and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will perform his performing fully your duties and responsibilities in a diligent, trustworthy, businesslike and efficient mannerhereunder.

Position and Duties. During (a) Commencing on the Start Date and continuing during the Employment Period, Executive ------------------- shall serve as the President and Chief Executive Officer of BioScrip and will (i) be nominated to serve as a member of the Board when his Board seat is first up for election and from and after the date of his election, shall continue to be nominated to serve on the board of directors (or equivalent supervising body) of Holdings LLC (Board throughout the "Board"), (ii) exclusively serve as Employment Period. As the President and Chief Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerialOfficer, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e)Executive, subject to the authority of the Board Board, shall perform such duties as are customary for such position and such duties as may be reasonably assigned to him by the Board. During the Employment Period, Executive shall report directly and exclusively to the proviso set forth in the following sentence. Board. (b) Executive will shall devote the appropriate his best efforts and his full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Company. The Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will shall perform his duties and responsibilities to the best of his abilities in a diligent, trustworthy, businesslike and efficient 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 perform his duties hereunder subject to and in accordance with the reasonable, lawful and good 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, Executive shall not become an employee of any person or entity 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 trade groups or (iii) serving on the board of directors or committees of one or more 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 shall serve as Vice President—Corporate Administration, General Counsel and Secretary of the Company and its Subsidiaries, and shall have the normal duties, responsibilities, functions and authority of a Vice President—Corporate Administration, General Counsel and Secretary, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power of the Chief Executive ------------------- will (i) serve on Officer and President of the Company and the Company’s board of directors (the “Board”) to expand or equivalent supervising body) limit such duties, responsibilities, functions and authority, and to override actions of Holdings LLC (the "Board")officers and employees of the Company. During the Employment Period, (ii) exclusively serve Employee shall render such services to the Company as the Chief Executive ----- Officer of Holdings LLC and President and/or the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as Board may from time to time reasonably be prescribed by direct. (b) During the Board which are consistent with the duties outlined above in (a) through (e)Employment Period, subject Employee shall report to the authority of Chief Executive Officer and President and the Board and to the proviso set forth in the following sentence. Executive will shall devote the appropriate his best efforts and his full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform his duties duties, responsibilities and functions to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming Company and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report its Subsidiaries hereunder to the Board. Executive will perform best of his duties and responsibilities abilities in a diligent, trustworthy, businesslike and efficient mannermanner 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, Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively shall continue to serve as the Chief Executive ----- Officer Vice President Human Resources of Holdings LLC Seadrill and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs offices of the Muzak Entitiesother Group Companies as Executive currently holds and shall have the normal duties, including, but not limited to, (a) participating responsibilities and authority of an executive serving in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e)position, subject to the authority power of the Board or the Chief Executive Officer to expand or limit such duties, responsibilities and authority, either generally or in specific instances. (b) During the Employment Period, Executive shall continue to report to the proviso set forth in Chief Executive Officer of Seadrill. (c) During the following sentence. Employment Period, Executive will shall: (i) devote the appropriate Executive’s best efforts and Executive’s full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary Company, Seadrill, and all of Seadrill’s subsidiary companies from time to fulfill his duties to time (each of the Muzak Entities as set forth above; provided thatCompany, during the Employment PeriodSeadrill and such subsidiaries, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming a “Group Company” and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activitiescollectively, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or “Group Companies”); (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will perform his Executive’s duties and responsibilities to the best of Executive’s abilities in a faithful, diligent, trustworthy, businesslike and efficient manner; (iii) keep the Chief Executive Officer fully informed of Executive’s conduct of the business of any Group Company for which Executive is responsible in a prompt and timely manner; (iv) obey all reasonable, lawful and proper directions and requests of the Chief Executive Officer; (v) act in such a way as to promote and protect the interests and reputation of every Group Company; (vi) comply with all Group Company policies and procedures, including anti-corruption and bribery policies; and (vii) bring to the attention of the Chief Executive Officer any relevant material business opportunities for any Group Company of which Executive becomes aware. (d) Executive will not, whether during or outside regular business hours: (i) directly or indirectly be engaged or concerned in the conduct of any business activity whether as shareholder, employee, director or other officer (except as a representative of the Company or with the prior written consent of the Board or the Chief Executive Officer, which shall not be unreasonably withheld); or (ii) accept any appointment as director of any company which is not a Group Company without the prior written consent of the Board or the Chief Executive Officer, which shall not be unreasonably withheld. (e) Executive shall perform Executive’s duties and responsibilities principally at the office of the Company in the Houston, Texas area. Executive may be required to travel and work outside of the Houston, Texas area from time to time including at other Group Company locations or client locations but, unless otherwise agreed with the Chief Executive Officer, Executive will not be required to live outside of the Houston, Texas area.

Position and Duties. (a) During the Employment Period, Executive ------------------- will shall serve as President and Chief Executive Officer of Syniverse and Syniverse Holdings, Inc., and shall have the normal duties, responsibilities, functions and authority of such position, subject to the power and authority of the Board of Directors of Syniverse (ithe “Board”) serve on to expand or limit such duties, responsibilities, functions and authority and the board power and authority of the Board (and the boards of directors (of any Subsidiaries or equivalent supervising bodyAffiliates of Syniverse that may employ Executive from time to time, as applicable) to overrule actions of Holdings LLC (officers of the "Board")Company; provided that such permitted limitations may, (ii) exclusively serve as nevertheless, constitute “Good Reason” under Section 8. During the Chief Employment Period, Executive ----- Officer of Holdings LLC shall render such administrative, financial and other executive and managerial services to the Company and its Affiliates which are consistent with Executive’s position (iii) render including service as an officer or director of any such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities"Affiliate) as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as Board may from time to time reasonably be prescribed by direct. In addition, during the Board which are consistent with Employment Period, the duties outlined above in (a) through (e), subject Company shall take all necessary actions to nominate and cause the authority election of Executive to the Board and board of directors of Syniverse Holdings, Inc. in accordance with (and subject to) Section 2(c). (b) During the Employment Period, Executive shall report to the proviso set forth in the following sentence. Executive will Board and shall devote the appropriate his best efforts and his full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill Company and its Affiliates. Executive shall perform his duties duties, responsibilities and functions to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming Company and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report its Affiliates hereunder to the Board. Executive will perform best of his duties and responsibilities abilities in a diligent, trustworthy, businesslike professional and efficient mannermanner and shall comply with the Company’s and its Affiliates’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall develop, support and implement the business and strategic plans approved from time to time by the Board. During the Employment Period, Executive shall not accept other employment, 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 Executive may serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not interfere with Executive’s employment hereunder. The Company and Executive agree that during the Employment Period (i) Executive’s principal location of employment with the Company shall be determined by the Board in consultation with Executive and (ii) Executive shall work at such locations as may be necessary or appropriate from time to time to fulfill his duties for the Company and its Affiliates under this Agreement or otherwise (including, without limitation, at the Company’s headquarters in Tampa, Florida). (c) With respect to all regular elections of the Board and the board of directors of Syniverse Holdings, Inc. during the Employment Period, the Company shall use its reasonable efforts to nominate and cause the election of, Executive to serve as a member of the Board and the board of directors of Syniverse Holdings, Inc. During the duration of the Employment Period, the Company shall ensure that Executive is the most senior and chief executive officer of the Company and reports only to the Board and the board of directors of Syniverse Holdings, Inc. Upon the termination of the Employment Period, Executive shall resign as a member of the Board, the board of directors of Syniverse Holdings, Inc. and all other governing bodies of the Company and its Affiliates, as the case may be.

Position and Duties. (a) During the Employment Period, the Executive ------------------- will (i) shall serve on as the Co-Chief Executive Officer of the Company and shall have the normal duties, responsibilities and authority of the Co-Chief Executive Officer, subject to the power of the board of directors (or equivalent supervising body) of Holdings LLC the Company (the "Board"), (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company and powers delegated to the Executive's superiors (iiiif any) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, by the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, Board. (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject The Executive shall report to the authority Board, and the Executive shall devote his best efforts and substantially all of the Board his business time, attention and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention energies (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities Company and its Subsidiaries (as set forth above; provided that, during the Employment Period, -------- defined below). The Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will shall perform his duties and responsibilities to the best of his abilities in a diligent, trustworthy, and businesslike manner. During the Employment Period, the Executive shall not engage in any business activity which, in the 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, however, that the Company acknowledges that the Executive may devote such time that the Executive deems appropriate for managing his own investment portfolio and efficient mannermay serve as a member of the boards of directors of non-profit or charitable organizations so long as the Executive shall at all times adequately fulfill his obligations pursuant to this Section 2(b). (c) For purposes of this Agreement, (i) "Subsidiaries" shall mean any corporation, partnership, limited liability company or similar business organization of which the securities having a majority of the voting power in electing directors or the comparable governing body or Person 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 PeriodTerm, the Executive ------------------- will shall serve as the Chief Financial Officer of the Company and shall have the authority, functions, duties, powers and responsibilities normally associated with such positions and as from time to time may be prescribed by the Board. The Executive agrees, subject to his election as such and without additional compensation, to serve during the Term in such additional offices of comparable stature and responsibility to which he may be elected from time to time in the Company's Subsidiaries and to serve as a director and as a member of any committee of the Board and as a director of the Company's Subsidiaries. (b) During the Term and subject to the provisions of Section 4(c), (i) serve the Executive's services shall be rendered on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board")a full-time, exclusive basis, (ii) exclusively serve as he will apply on a full-time basis all of his skill and experience to the Chief Executive ----- Officer performance of Holdings LLC his duties in such employment, and shall report only to the Company and Board, (iii) render such managerial, analytical, administrative, marketing, creative he shall have no other employment or outside business activities and other executive services to Holdings LLC(iv) unless the Executive otherwise consents, the Company and their respective subsidiaries (such entities, headquarters for the "Muzak Entities") as are from time to time necessary in connection with performance of his services shall be the -------------- management and affairs executive offices of the Muzak Entities, including, but not limited to, (a) participating Company in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e)greater New York City area, subject to such reasonable travel as the authority performance of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data deliverythe Company may require. (c) During the Term, satellite delivered cable television channelsthe Executive shall not, audio marketing and in-store advertising directly or indirectly, without the prior written consent of the Board, render any services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices any person (together with all reasonably related activities, the "Business") other than the Company and its Subsidiaries and other persons in which the Company may have an interest), or acquire any interest of any type in any such other person that is in competition with the Company or any of its Subsidiaries or in conflict with his full-time, exclusive position as a senior executive officer of the Company; provided, however, that the foregoing shall not be deemed to prohibit the Executive from (i) on behalf acquiring, solely as an investment, securities of any person which are registered under Section 12(b) or 12(g) of the Muzak -------- Entities or Securities Exchange Act of 1934, as amended (iithe "Exchange Act") as a passive owner of less than 5% of the outstanding stock of a corporation of any class and which is are publicly traded, so long as Executive he is not part of any group required to make any filing under Section 13(d) of the Exchange Act in respect of such person and such securities do not constitute 2% or more of any class of outstanding securities of such person, (ii) acquiring, solely as an investment, any securities of any person (other than a person that has no direct outstanding securities covered by the preceding clause (i)) so long as he remains a passive investor in such person and does not become part of any control group thereof and so long as such person is not, directly or indirect participation indirectly, in competition with the Company or any of its Subsidiaries or (iii)(A) serving on the boards of directors of a reasonable number of other corporations (none of which are in competition with the Company or its Subsidiaries) or the boards of a reasonable number of trade associations and/or charitable organizations or, with the prior written consent of the Committee, to provide consulting services for any such corporation, trade association and/or charitable organization, (B) engaging in charitable activities and community affairs and (C) managing his personal investments and affairs, provided that the activities referred to in this clause (iii) do not in the business aggregate interfere in any material respect with the proper performance of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities as the Company's Chief Financial Officer. For purposes of the foregoing, a person shall be deemed to be in competition with the Company or any of its Subsidiaries if it (or its Subsidiaries or Affiliates) is then engaged in any line of business that is substantially the same as any line of business in which the Company or any of its Subsidiaries is engaged. (d) The Company shall use its best efforts to cause the Executive to be a diligent, trustworthy, businesslike member of the Board throughout the Term and efficient mannershall include him in the management slate for election as a director at every stockholders' meeting at which his term as a director would otherwise expire.

Position and Duties. (a) Executive shall initially serve as the Chief Financial Officer of the Company and shall have the normal duties, responsibilities, functions and authority of the Chief Financial Officer (or of such other position as is held by Executive as determined by the Board from time to time), subject to the power and authority of the Company’s board of directors (the “Board”) to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. During the Employment Period, Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board")shall render such administrative, (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s positions as the Board (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform and/or such other duties person or persons as the Board may designate) may from time to time reasonably be prescribed by direct. (b) During the Board which are consistent with the duties outlined above in (a) through (e)Employment Period, subject to the authority of the Board Executive shall devote his best efforts and to the proviso set forth in the following sentence. Executive will devote the appropriate his full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill Company and its Subsidiaries. Executive shall perform his duties duties, responsibilities and functions to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming Company and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report its Subsidiaries hereunder to the Board. Executive will perform best of his duties and responsibilities abilities in a diligent, trustworthy, businesslike professional and efficient mannermanner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the Board, accept other employment or perform other services for compensation. (c) It is understood that Executive shall undertake such business travel as reasonably required by the Company to perform his duties and responsibilities. (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 Parent, directly or through one of more Subsidiaries (including, without limitation, the Company).

Position and Duties. (a) During the Employment Period, Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively shall serve as the Chief Executive ----- Officer Vice President - Integrated Solutions of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCParent, the Company and their respective subsidiaries Subsidiaries (as defined below), and shall have the normal duties, responsibilities, and authority of an executive serving in such entities, position subject to the "Muzak Entities") as are from time to time necessary in connection with direction of Parent’s Chief Executive Officer and Parent’s board of directors (the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, “Board”). (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales Executive shall report to Parent’s Chief Executive Officer and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will shall devote the appropriate his best efforts and full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Muzak Entities that is necessary Company and their Subsidiaries. Executive shall perform his duties, responsibilities and functions to fulfill his duties Parent, the Company and their Subsidiaries hereunder in good faith and to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business best of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities abilities in a diligent, trustworthy, businesslike professional and efficient mannermanner and shall comply with Parent’s, the Company’s and their Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensation; provided, that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunder, and (ii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunder. (c) Executive shall perform his duties hereunder at the Company’s office in King of Prussia, Pennsylvania. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (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 Parent or the Company, directly or through one of more Subsidiaries

Position and Duties. (a) During the Employment Period, the Executive ------------------- will shall serve as the Chief Financial Officer of the Company and shall have such duties and responsibilities as are consistent with such office, including, without limitation: (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board")financial planning, budgeting, and reporting, (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company and general accounting functions, (iii) render such managerialpreparation and certification of reports under the Securities Act of 1933, analyticalas amended, administrativeand Securities Exchange Act of 1934, marketingas amended, creative and other executive services to Holdings LLCthe Rules and Regulations promulgated thereunder, (iv) representation of the Company on a variety of issues to customers, suppliers, investors, media representatives and their respective subsidiaries the general community, and (such entities, the "Muzak Entities"v) as are otherwise may be prescribed from time to time necessary in connection with by the -------------- management and affairs Board of Directors of the Muzak EntitiesCompany, including, but not limited to, (a) participating in lender/investor communications, within the customary requirements of this position. The Executive shall be the second-highest ranking officer of the Company and shall report only to the Chief Executive Officer and the Board of Directors. (b) advising on During the strategic direction Employment Period, the Executive shall perform and discharge his duties and responsibilities well and faithfully and in accordance with the terms and conditions of this Agreement, and shall devote his best talents, efforts and abilities to the Muzak Entities, performance of his duties hereunder. (c) rendering sales During the Employment Period, the Executive shall devote substantially all of his business time, attention and marketing services with respect energy to owned affiliates performing his duties and national salesresponsibilities hereunder and shall have no other employment and no other outside business activities whatsoever; provided, however, that the Executive shall not be precluded from making passive investments which do not require the devotion of any significant time or effort. (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided thatIn addition, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to shall serve as a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any member of the Muzak -------- Entities or (ii) Company’s Board of Directors. The Company agrees that it shall nominate the Executive to be a director of the Company at each election of directors of the Company to be held during the Employment Period, and to recommend to the shareholders of the Company to vote their shares in favor of the election of the Executive as a passive owner of less than 5% director of the outstanding stock Company at all such meetings. The Executive agrees to serve as a director of a corporation of any class which is publicly tradedthe Company for no additional consideration, so long except as Executive has no direct or indirect participation in the business of such corporation. Executive will report may be provided to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient mannerall directors generally.

Position and Duties. (a) Employee will serve as the Chief Operating Officer of the Company and will have the normal duties, responsibilities and authority of a Chief Operating Officer of a similarly sized company operating in its industry, as well as those reasonably assigned to him from time to time by the Board, subject to the power of the Board to expand or limit such duties, responsibilities and authority and to override Employee’s actions; provided, that notwithstanding the foregoing the Board may, after discussion with and subject to Employee’s consent, transition Employee to a senior advisory position within the Company other than that of a day-to-day operational executive with decreased duties and responsibilities and a different title (the “Transition”). In the event Company and Employee agree to a Transition, Employee’s compensation and employee benefits will not be decreased during the Employment Period unless otherwise agreed to by Company and the Employee. (b) During the Employment Period, Executive ------------------- Employee will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services report to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate his best efforts and his full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties Company and its Subsidiaries and to the Muzak Entities performance of such duties as set forth above; provided that, during may be assigned to him from time to time by the Employment Period, -------- Executive Board. Employee will act in the best interest of the Company and its Subsidiaries and will not directly or indirectly own, manage, control, participate in, consult with, render services for, or engage in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data deliveryactivity; provided, satellite delivered cable television channels, audio marketing and in-store advertising services that Employee shall be permitted to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf serve as a director of any of an organization or entity that does not compete with the Muzak -------- Entities or Company; (ii) as a passive owner of less than 5% of deliver lectures, write articles, or fulfill speaking engagements; or (iii) engage in charitable and community activities, in each case to the outstanding stock of a corporation of any class which is publicly tradedextent described on Exhibit A or approved by the Board, so long as Executive has no direct or indirect participation such activities do not interfere with Employee’s obligations hereunder and in connection with such activities Employee does not violate any of the business terms of such corporationthis Agreement. Executive will report to the Board. Executive Employee will perform his duties duties, responsibilities and responsibilities functions on behalf of the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner.

Position and Duties. (a) During the Employment Period, Executive ------------------- will (i) shall serve on as Senior Vice President and Chief Technology Officer of the board of directors (or equivalent supervising body) of Holdings LLC Company. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its affiliates (the "Board"), (ii“Company Group”) exclusively serve as are consistent with Executive’s position and the by-laws of the Company and as the Chief Executive ----- Officer of Holdings LLC and the Company and (iii“CEO”) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are may from time to time necessary in connection with the -------------- management and affairs reasonably direct. Executive shall also serve for no additional compensation or remuneration as an officer or director of such subsidiaries of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties Company as may from time to time reasonably be prescribed designated by the CEO or the Board which are consistent with of Directors of the duties outlined above in Company (athe “Board”). (b) through (e)During the Employment Period, subject Executive shall report to the authority of the Board Executive Vice President, Commercial Affairs and to the proviso set forth in the following sentence. Executive will Technology and shall devote the appropriate his best efforts and his full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill Company. Executive shall perform his duties duties, responsibilities and functions to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report Company hereunder to the Board. Executive will perform best of his duties and responsibilities abilities in a diligent, trustworthy, businesslike professional and efficient mannermanner and shall comply with the Company’s 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 and shall support and cooperate with the Company’s efforts to operate in conformity with the business and strategic plans approved by the Board. During the Employment Period, 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 which shall not be unreasonably withheld. Executive may serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not interfere with Executive’s regular performance of duties and responsibilities hereunder in any material respect. Nothing contained herein shall preclude Executive from (i) engaging in charitable and community activities, (ii) participating in industry and trade organization activities, and (iii) managing his and his family’s personal investments and affairs; provided, that Executive shall not have any ownership interest (of record or beneficial) in any firm, corporation, partnership, proprietorship or other business that competes directly with the Company’s ▇▇▇▇▇▇▇-Tropsch business except for (x) an investment of not more than 1.0% of the outstanding securities of a company traded on a public securities exchange or (y) investments made through public mutual funds.

Position and Duties. (a) During the Employment Period, the Executive ------------------- will shall (i) serve on (x) as the board President and Chief Executive Officer of directors the Company, (or equivalent supervising bodyy) as a member of Holdings LLC the Parent’s Management Committee and (z) as a member of the "Board"Company’s Board of Directors, with such authority, power, duties and responsibilities as are commensurate with the positions set forth in clauses (x), (y) and (z) and as are customarily exercised by a person holding such positions in an organization of a similar size and nature; (ii) be exclusively serve as responsible for the Company’s operations and businesses; (iii) report directly to the Chief Executive ----- Officer of Holdings LLC the Parent (the “Parent CEO”); and (iv) perform his duties at the Company’s headquarters in Chicago, Illinois or such other location as shall be mutually agreed between the Company and the Company Executive. The Board of Directors of the Parent (the “Board”) shall appoint the Executive to the positions specified above at the times specified above throughout the Employment Period. (b) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his attention and time during normal business hours to serving in the positions described in Section 3(a) and shall perform his duties faithfully and efficiently. Notwithstanding the foregoing provisions of this Section 3(b), the Executive may (i) serve as a director, trustee or officer or otherwise participate 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) render acquire passive investment interests in one or more entities, to the extent that such managerialother activities do not inhibit or interfere with the performance of the Executive’s duties under this Agreement, analytical, administrative, marketing, creative or to the knowledge of the Executive conflict in any material way with the business or policies of the Company or any subsidiary or affiliate thereof. It is expressly understood and other executive services agreed that to Holdings LLCthe extent that any such activities have been conducted by the Executive prior to the Effective Date, the Company continued conduct of such activities (or the conduct of activities similar in nature and their respective subsidiaries (such entities, scope thereto) subsequent to the "Muzak Entities") as are from time Effective Date shall not thereafter be deemed to time necessary in connection interfere with the -------------- management and affairs performance of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject Executive’s responsibilities to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient mannerCompany.

Position and Duties. (a) During the Employment Period, Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively shall serve as the Chief Executive ----- Officer of Holdings LLC and the Company and (iii) shall have the normal duties, responsibilities, functions and authority of the Chief Executive Officer, subject to the power and authority of the Company's Board of Directors to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. During the Employment Period, Executive shall render such managerial, analytical, administrative, marketing, creative financial and other executive and managerial services to Holdings LLC, the Company and their respective subsidiaries (such entities, its Subsidiaries which are consistent with Executive's position as the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as Board may from time to time reasonably be prescribed by direct. (b) During the Board which are consistent with the duties outlined above in (a) through (e)Employment Period, subject Executive shall report to the authority of the Company's Board and to the proviso set forth in the following sentence. Executive will shall devote the appropriate his full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill Company and its Subsidiaries. Executive shall perform his duties duties, responsibilities and functions to the Muzak Entities as set forth above; provided thatCompany and its Subsidiaries hereunder in good faith in a diligent, during trustworthy and professional manner and shall comply with the Company's and its Subsidiaries' policies and procedures in all material respects. During the Employment Period, -------- Executive will shall not directly serve as an officer or indirectly owndirector of, manage, control, participate in, consult with, render or otherwise perform services for compensation for, or in any other manner engage in entity without the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any prior written consent of the Muzak -------- Entities Board (which shall not be unreasonably withheld, conditioned or (ii) as a passive owner delayed); provided that Executive may participate on boards of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, charitable entities or other civic entities so long as Executive has no direct such service does not materially interfere with Executive's duties under this Agreement. (c) For purposes of this Agreement, "Subsidiaries" shall mean any corporation or indirect participation in other entity of which the business securities or other ownership interests having the voting power to elect a majority of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligentboard of directors or other governing body are, trustworthyat the time of determination, businesslike and efficient mannerowned by the Company, directly or through one or more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively shall serve as the Chief Group President of the Parent reporting to the CEO or COO. Executive ----- Officer of Holdings LLC 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 (iiithe “Board”) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, (or any designated officer of the Board or the Company and their respective subsidiaries (such entitiesor Parent), the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentencedirect. Executive will devote the appropriate time his best efforts, energies and abilities and his full business time, skill and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided thatCompany and its Subsidiaries, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will shall perform his duties and responsibilities to the best of his ability, in a diligent, trustworthy, businesslike and efficient mannermanner for the purpose of advancing the businesses of Company and 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 interferes with Executive’s duties and responsibilities under this Agreement or are competitive with the businesses of the Company. Notwithstanding the foregoing, Executive shall be permitted to devote a reasonable amount of time and effort to (i) providing service to, or 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 other 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 or interfere with the execution of Executive’s duties hereunder, or (B) otherwise violate any provision of this Agreement. (b) For purposes of this Agreement, (i) “Subsidiaries” means any corporation or other entity of which either (a) 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, Symbian Holdings or Parent, directly or through one or more subsidiaries or (b) to which the Company, Symbian Holdings or Parent, or any of their Affiliates provide management services to, 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, Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively shall serve as Executive Vice President, Chief Administrative and Development Officer and General Counsel of the Chief Company reporting to the CEO. Executive ----- Officer of Holdings LLC shall have such responsibilities, duties and authorities, and will render such services for the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, its Subsidiaries or Affiliates as the Board of Directors of the Company and their respective subsidiaries (such entities, the "Muzak Entities"“Board”) as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentencedirect. Executive will devote the appropriate time his best efforts, energies and abilities and his/her full business time, skill and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided thatCompany and its Subsidiaries, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will shall perform his his/her duties and responsibilities to the best of his/her ability, in a diligent, trustworthy, businesslike and efficient mannermanner for the purpose of advancing the businesses of Company and its Subsidiaries. Executive acknowledges that his/her duties and responsibilities will require his/her full time business efforts and agrees that during the Employment Period he/she 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. Notwithstanding the foregoing, Executive shall be permitted to devote a reasonable amount of time and effort to (i) providing service to, or 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 other 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 or interfere with the execution of Executive’s duties hereunder, or (B) otherwise violate any provision of this Agreement. (b) For purposes of this Agreement, (i) “Subsidiaries” 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 subsidiaries 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, Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively shall serve as the Chief Executive ----- Officer Vice President – Enterprise Sales of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCParent, the Company and their respective subsidiaries Subsidiaries (as defined below) and shall have the normal duties, responsibilities, and authority of an executive serving in such entities, position subject to the "Muzak Entities") as are from time to time necessary in connection with direction of Parent’s Chief Executive Officer and Parent’s board of directors (the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, “Board”). (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales Executive shall report to Parent’s Chief Executive Officer and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will shall devote the appropriate his best efforts and full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of Parent, the Muzak Entities that is necessary Company and their Subsidiaries. Executive shall perform his duties, responsibilities and functions to fulfill his duties Parent, the Company and their Subsidiaries hereunder in good faith and to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business best of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities abilities in a diligent, trustworthy, businesslike professional and efficient mannermanner and shall comply with Parent’s , the Company’s and their Subsidiaries’ policies and procedures in all material respects. So long as Executive is employed by Parent or the Company, Executive shall not, without the prior written consent of the Board (which consent shall not be unreasonably withheld), accept other employment or perform other services for compensation; provided, that Executive may (i) serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with Executive’s services and obligations hereunder, (ii) serve as an officer or director of the board for the Astound Group in Toronto, Canada, so long as such activities do not materially interfere with Executive’s services and obligations hereunder and (iii) make and manage personal investments of his choice so long as such activities do not materially interfere with Executive’s services and obligations hereunder. (c) Executive shall perform his duties hereunder in Las Vegas, Nevada. It is understood that Executive shall undertake such business travel as reasonably required by Parent or the Company to perform his duties and responsibilities. (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 Parent or the Company, directly or through one of more Subsidiaries.

Position and Duties. (a) During the Employment Period, Executive ------------------- will shall serve as Senior Vice President, Chief Human Resources Officer of the Company and shall have the normal duties, responsibilities, functions and authority of the Senior Vice President, Chief Human Resources Officer, subject to the power and authority of the Company's Board of Directors (ithe "Company Board") serve on and the board Parent's Board of directors Directors (the "Parent Board" or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively serve as in consultation with the Company's President and Chief Executive ----- Officer (the "Chief Executive Officer"), to expand or limit such duties, responsibilities, functions and authority and to overrule actions of Holdings LLC officers of the Company. During the Employment Period, Executive shall render to Parent and the Company and its Subsidiaries (iiias defined herein) render such managerial, analytical, administrative, marketing, creative financial and other executive and managerial services to Holdings LLC, that are consistent with Executive's position as the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as Board may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in direct. (ab) through (e), subject Executive shall report to the authority of the Board Chief Executive Officer, and to the proviso set forth in the following sentence. Executive will shall devote the appropriate her full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities 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 her duties and exercising her authority under the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided thatAgreement, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in shall support and implement the business of providing 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 music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, strategic plans approved by the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so Board. So long as Executive has no direct or indirect participation is employed by the Company, Executive shall not, without the prior written consent of the Chief Executive Officer, perform other services for compensation. Unless otherwise agreed by Executive, Executive's place of work shall be in the business greater Attleboro, Massachusetts metropolitan area, except for travel reasonably required for Company business. (c) For purposes of such corporation. Executive will report 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. Executive will perform his duties and responsibilities in a diligentboard of directors or other governing body are, trustworthyat the time of determination, businesslike and efficient mannerowned by Parent, directly or through one or more Subsidiaries.