Common use of Position and Duties Clause in Contracts

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant During the Employment Term (as defined in Section 2 hereof), the Executive shall serve as the Executive Vice President & General Counsel of the Company and Parent. In this capacity, the Executive shall have the duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other executive duties, authorities and responsibilities as may reasonably be assigned to the Bylaws Executive that are not inconsistent with the Executive’s position as Executive Vice President & General Counsel of the Company. The Executive’s principal place of employment with the Company shall be in either Pittsburgh or Philadelphia, Pennsylvania, to be determined in the Company’s sole discretion following the date hereof (such city as chosen by the Company, the Board of Directors of “Headquarters City”); provided that (i) the Executive understands and agrees that the Executive will be required to travel frequently for business purposes and (ii) the Executive and the Company has elected Employee as Vice-President agree that Executive shall continue to maintain his residence and domicile in Dallas, Texas through the end of calendar year 2010. The Executive shall report directly to the Company’s Chief Executive Officer. Executive will relocate his primary residence to the Headquarters City metropolitan area as soon as reasonably practicable following the end of calendar year 2010. (b) During the Employment PeriodTerm, Employee the Executive shall report devote all of the Executive’s business time, energy, business judgment, knowledge and skill and the Executive’s reasonable best efforts to the Board of Directors performance of the Executive’s duties with the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges , provided that the Company retains foregoing shall not prevent the flexibility to assign various types Executive from (i) serving on the boards of duties to Employee. Employee does not have the authority to enter into any contracts on behalf directors of the Company or set salaries for any corporate employee without non-profit organizations and, with the prior written approval of the Board of Directors. Board, other for profit companies, (dii) Excluding periods of vacation participating in charitable, civic, educational, professional, community or industry affairs, and sick leave to which Employee is entitled as set forth in Section 3(d(iii) hereof, Employee agrees that during managing the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees Executive’s passive personal investments so long as such activities in the aggregate do not materially violate Section 11 hereof, interfere or conflict with the performance of Employee's Executive’s duties and responsibilities for the Companyhereunder or create a business or fiduciary conflict. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant Executive shall continue to serve as Chief Financial Officer until the Bylaws of the Company, the Board of Directors of date on which the Company has elected Employee as Vice-President of the Company. (b) hires a new Chief Financial Officer to succeed him. During the Employment Period, Employee Executive shall report to the Board of Directors serve as Vice-Chairman of the Company, and shall report solely and directly to the Chief Executive Officer of Holdings. Employee's services will Executive shall have those powers and duties normally associated with the position of Vice-Chairman of entities comparable to the Company and such other powers and duties as may be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee prescribed by the Chief Executive Officer or Officer; provided, that such other powers and duties are consistent with Executive’s position as Vice-Chairman. Executive shall be provided with all the Chairman support as shall be appropriate to perform such duties of Vice-Chairman, including, but not limited to: office space, stenographic and secretarial assistance and use of the Board Company-provided airplane, all as otherwise provided in Section 5 of Directorsthis Agreement. Employee acknowledges that The Executive shall devote as much of his working time, attention and energies during normal business hours (other than absences due to illness or vacation) to satisfactorily perform his duties may vary from time to time and he further acknowledges that for the Company retains the flexibility to assign various types of duties to EmployeeCompany. Employee does In particular, but not have the authority to enter into any contracts on behalf in limitation of the Company or set salaries for any corporate employee without foregoing, following the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave date on which Executive shall commence to which Employee is entitled act as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including selfVice-employment, while t Chairman of the Company, without prior written permission from it is the Companyexpectation of the parties that Executive shall work no less than 40 hours per month, on average. Notwithstanding the foregoingabove, Employee may Executive shall be permitted to (i) manage Executive’s personal, financial and legal affairs, (ii) serve on corporate, civic or charitable boards or committees so long or on the Board of Directors of Live Nation Inc. and its committees (it being expressly understood and agreed that Executive’s continuing to serve on any such boards and/or committees on which Executive is serving, or with which Executive is otherwise associated, as such activities do of the Effective Date shall be deemed not materially to interfere with the performance by Executive of Employee's his duties and responsibilities under this Agreement), and (iii) deliver lectures or fulfill speaking engagements. During the Employment Period, for so long as Executive remains Vice-Chairman of the Company. (e) The Company , Executive shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with also serve as a member of the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses Board of the Company.

Position and Duties. (a) Pursuant During the Employment Period, Executive shall serve as the Chief Executive Officer and President of the Company and BlueLinx Holdings Inc. (“BHI”) and shall have the normal duties, responsibilities and authority of an executive serving in such position, including those duties described on Exhibit A hereto, subject to the Bylaws power of the Company, the Board of Directors of the Company has elected Employee (the “Company Board”) and the Board of Directors of BHI (the “BHI Board”), to provide oversight and direction with respect to such duties, responsibilities and authority, either generally or in specific instances. The Executive also shall hold similar titles, offices and authority with BHI’s direct and indirect subsidiaries, as Vice-President requested by the BHI Board from time to time, subject to the oversight and direction of the Companyrespective boards of directors of such entities. (b) During the Employment Period, Employee the Executive shall report be included in the management’s slate for election as a member of the BHI Board. Subject, as required, to reelection by BHI’s stockholders, Executive shall serve as a member of the BHI Board with no additional remuneration payable to Executive for that service. Upon the Date of Directors Termination, Executive shall, at the BHI Board’s request, resign from the Company Board, the BHI Board and any other board or committee of the Company. Employee's services will be performed at the location designated by the Board , BHI or any of Directorstheir respective subsidiaries or affiliates. (c) The duties During the Employment Period, Executive shall devote Executive’s reasonable best efforts and Executive’s full professional time and attention (except for permitted vacation periods and reasonable periods of Employee shall be those assigned illness or other incapacity) to Employee by the Chief Executive Officer or the Chairman business and affairs of the Board Company, BHI and their respective subsidiaries and affiliates. Executive shall perform Executive’s duties and responsibilities to the best of DirectorsExecutive’s abilities in a diligent, trustworthy and business-like manner. Employee acknowledges that During the Employment Period, Executive shall not serve as a director or a principal of another company or any charitable or civic organization without the Company Board’s prior consent. Notwithstanding the foregoing, during the Employment Period, Executive may render charitable and civic services so long as such services do not materially interfere with Executive’s ability to discharge his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directorshereunder. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and Executive shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's Executive’s duties and responsibilities for with his principal office located in the CompanyAtlanta, Georgia metropolitan area. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant During the Employment Period, Executive shall serve as the Senior Vice President, Chief Financial Officer and Treasurer of the Company and BlueLinx Holdings Inc. (“BHI”) and shall have the normal duties, responsibilities and authority of an executive serving in such position including those duties set forth on Exhibit A hereto, subject to the Bylaws power of the Company, the Board of Directors of the Company has elected Employee (the “Company Board”) and the Board of Directors of BHI (the “BHI Board”), to provide oversight and direction with respect to such duties, responsibilities and authority, either generally or in specific instances. The Executive also shall hold similar titles, offices and authority with BHI’s direct and indirect subsidiaries, as Vice-President requested by the BHI Board from time to time, subject to the oversight and direction of the Companyrespective boards of directors of such entities. (b) During the Employment Period, Employee Executive shall report devote Executive’s reasonable best efforts and Executive’s full professional time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the Board of Directors Business and affairs of the Company, BHI and their respective subsidiaries and affiliates. Employee's Executive shall perform Executive’s duties and responsibilities to the best of Executive’s abilities in a diligent, trustworthy and business-like manner. During the Employment Period, Executive shall not serve as a director or a principal of another company or any charitable or civic organization without the Company Board’s prior consent. Notwithstanding the foregoing, during the Employment Period, Executive may render charitable and civic services, so long as such charitable and civic services will be performed at the location designated by the Board of Directorsdo not materially interfere with Executive’s ability to discharge his duties hereunder. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's Executive’s duties and responsibilities for with his principal office located in the CompanyAtlanta, Georgia metropolitan area. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant During the Employment Period, Executive shall serve as the Chief Executive Officer of the Company and shall have the normal duties, responsibilities, functions and authority of the Chief Executive Officer, subject to the Bylaws power and authority of the Company, the Board of Directors of the Company has elected Employee as Vice-President (the “Board”) to expand or limit such duties, responsibilities, functions and authority within the scope of duties, responsibilities, functions and authority associated with the position of Chief Executive Officer and to overrule actions of officers of the Company. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position as the Board may from time to time direct. (b) During the Employment Period, Employee Executive shall report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of Directors illness or other incapacity) exclusively to the business and affairs of the Company and its Subsidiaries. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. 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 or sit on more than the two company board of directors that he currently sits on (only one Directorship would be preferable), excluding KEMET Corporation, and not sit on more than two board of directors of a not-for-profit charitable organization. (This restriction does not apply to the board of directors of a majority or wholly owned subsidiary of the Company. Employee's services will be performed at the location designated by the Board of Directors). (c) The duties For purposes of Employee this Agreement, “Subsidiaries” shall be those assigned mean any corporation or other entity of which the securities or other ownership interests having the voting power to Employee by the Chief Executive Officer or the Chairman elect a majority of the Board board of Directors. Employee acknowledges that his duties may vary from directors or other governing body are, at the time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereofdetermination, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of owned by the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic directly or charitable boards through one or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Companymore Subsidiaries. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (ai) Pursuant During the Employment Period, the Executive shall serve the Company as its Vice-Chairman and Chief Executive Officer and shall perform customary and appropriate duties as may be reasonably assigned to the Bylaws Executive from time to time by the Executive Chairman of the Company, the Board of Directors of the Company has elected Employee (the “Board”), and shall provide services to the Company, the Partnership, and Glimcher LP. The Executive shall have such responsibilities, power and authority as Vice-President those normally associated with such position in public companies of a similar stature. The Executive shall report solely and directly to the Executive Chairman of the CompanyBoard. The Executive shall perform his services at the offices of the Company in the Columbus, Ohio metropolitan area and shall travel for business purposes to the extent reasonably necessary or appropriate in the performance of such services. During the Employment Period, the Executive shall, without compensation other than that herein provided, also serve and continue to serve, if and when elected and re-elected, as a member of the Board; provided that the Executive shall be appointed as a member of the Board effective as of the Effective Date. (bii) During the Employment Period, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(dthe Executive may be entitled, the Executive agrees to devote substantially all of his attention and time during normal business hours to the business and affairs of the Company and its affiliates (including, without limitation, the Partnership) hereofand, Employee agrees that during to the Employment Period he shall devote his full business time extent necessary to his discharge the responsibilities as described herein and shall assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform such responsibilities faithfully and efficiently and such responsibilities. During the Employment Period, it shall not be a violation of this Agreement for the Executive to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporatecorporate (if approved by the Board, such approval not to be unreasonably withheld), civic or charitable boards or committees committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and manage personal investments, so long as such activities do not materially interfere with the performance of Employee's duties the Executive’s responsibilities in accordance with this Agreement and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection Executive complies with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses applicable provisions of the Company’s code of business conduct and ethics which are in effect from time to time and which have been provided to the Executive in writing.

Position and Duties. (a) Pursuant to the Bylaws of The Employee will be employed by the Company, on a fulltime basis, as its President and Chief Executive Officer. In this capacity, the Board Employee shall have the duties, authorities and responsibilities as are implied by the Employee’s position, and such other duties, authorities and responsibilities as the board of Directors directors of the Company has elected and/or Parent (the “Board”) shall reasonably assign from time to time. The Employee shall also be appointed to serve as Vice-President a member of the board of directors of Parent, effective no later than the Effective Date. Employee’s principal place of employment shall be at the Company’s corporate offices in the greater Boston, Massachusetts area, but Employee understands and agrees that he will be required to travel from time to time for business purposes. (b) During The Employee agrees to perform the Employment Period, Employee shall report duties of Employee’s position and such other duties as may reasonably be assigned to the Board Employee from time to time. The Employee also agrees that, while employed by the Company, the Employee will devote substantially all of Directors Employee’s business time and efforts to the advancement of the Companybusiness and interests of the Company and its Affiliates and to the discharge of Employee’s duties and responsibilities for them. Employee's services will be performed at Notwithstanding the location designated by above, the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereofpermitted, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as extent such activities do not in the aggregate materially interfere with the performance by the Employee of Employee's ’s duties and responsibilities for hereunder to: (i) manage Employee’s personal, financial and legal affairs; and (ii) serve on civic, educational, philanthropic or charitable boards or committees; and (iii) subject to disclosure to and approval by the Company. Board (e) The Company shall reimburse Employee for reasonable travelsuch approval not to be unreasonably withheld), lodging, entertainment and serve on any other business expenses incurred by him in connection corporate board or committee as long as such board or committee is not competitive with the Company's business, and Company or cause a conflict of interest with Employee’s duties at the Company (it being agreed that Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed not serve on more than one company board, in addition to the Board, unless otherwise approved by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the CompanyBoard).

Position and Duties. (a) Pursuant During the Employment Period, Executive shall serve as the Chief Executive Officer (“CEO”) of the Corporation and/or an executive of any subsidiary of the Corporation as may be designated by the Corporation and agreed upon by Executive from time to time (such subsidiaries, collectively, the “Group Companies” and, each and any of them, a “Group Company”) and shall have the normal duties, responsibilities and authority of an executive serving in such position subject to the Bylaws terms and conditions of the CompanyStockholders’ Agreement, the Bylaws, and the work rules and internal policies established by the Board, in good faith, from time to time. For so long as Executive holds the position of CEO, the Corporation shall use its good faith efforts to nominate Executive for election and re-election to the Board and to procure his election thereto at any applicable meeting of Directors shareholders held for the purpose of electing directors, and Executive agrees to serve on the Company has elected Employee Board. Executive agrees that, unless specifically addressed in writing by the Corporation’s parent entity, Executive’s separation from employment or termination as Vice-President of the CompanyCorporation’s CEO shall constitute his immediate and automatic resignation from the Board. (b) During the Employment Period, Employee Executive shall report solely to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of DirectorsBoard. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during During the Employment Period he Period, Executive shall devote his all of Executive’s reasonable best efforts and Executive’s full business time to his responsibilities as described herein and shall perform such responsibilities faithfully attention (except for permitted paid time off periods and efficiently and reasonable periods of illness or other incapacity) to the best of Business; provided, however, that Executive may (i) engage in charitable and civic activities, (ii) manage his abilities. Employee will not work as an employee of any other personpersonal and/or family finances and/or investments, business, or entity, including self-employment, while t and (iii) subject to the consent of the CompanyBoard, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporateany board of directors for other public or private companies, civic or charitable boards or committees in each case so long as such activities do not compete with the Business, create any conflict with the interest of any Group Company or materially interfere interfere, individually or in the aggregate, with the performance of Employee's his duties hereunder. (d) Executive shall perform Executive’s duties and responsibilities for to the Companybest of Executive’s abilities in a diligent, trustworthy, businesslike and efficient manner. (e) The Company During the Employment Period, Executive shall reimburse Employee for reasonable travelperform Executive’s duties and responsibilities principally at the Corporation’s headquarters in Denver, lodgingColorado area; provided, entertainment and other business expenses incurred by him however, that Executive acknowledges that he may from time to time be required to engage in travel in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement performance of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Companyhis duties hereunder.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, Employee Executive shall report to serve as the Board of Directors Corporation’s Chairman of the Company. Employee's services will be performed at the location designated Board, Chief Executive Officer or both as determined by the Board from time to time. While Executive holds the position of DirectorsChairman of the Board, Chief Executive Officer or both, Executive shall be considered an Executive and an officer of the Corporation, obligating Executive and the Corporation to the rights and duties inherent in an employment relationship. Executive shall be based at his primary residence (currently California) during the Employment Period and shall travel as required to perform his duties under this Agreement. (b) Executive’s duties shall include the normal duties, responsibilities and authority of Chairman of the Board, Chief Executive Officer, or both, as specified in the by-laws of the Corporation and subject to the power of the Board to expand or limit such duties, responsibilities and authority and to override actions of officers of the Corporation. Such duties shall specifically involve the responsibility for financing, business development, direct management of senior Executives of the Corporation, management of the Board approved budgets and capital spending plans, management of relationships with the lenders and investors of the Corporation, and any other responsibilities assigned to the Executive by the Board that are consistent with his title and position. In this position, the Executive shall devote his best efforts, attention and energies to the business and affairs of the Corporation. Executive shall perform his duties and responsibilities to the Corporation to the best of his abilities in a diligent, trustworthy, and businesslike 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, the by-laws of the Corporation, as from time to time in effect (consistent with his title and position as Chairman of the Board, Chief Executive Officer, or both) and any Executive Manual applicable to all Executives of the Corporation. (c) The duties During the Employment Period, Executive shall spend 75% of Employee shall be those assigned to Employee by his full business time in the Chief Executive Officer or the Chairman performance of the Board of Directors. Employee acknowledges that his duties under this Agreement. Executive may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directorsalso hold executive positions at other unrelated entities. (d) Excluding periods Upon request, Executive shall make application for, and submit to any examination as may be reasonably requested by, the Board in order to obtain key-man or other insurance on the life of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during Executive for the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t benefit of the Company, without prior written permission from Corporation as the Company. Notwithstanding Board shall direct provided that the foregoing, Employee may serve results of such examination shall have no bearing on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Companyhis continued employment hereunder. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts Corporation will obtain and maintain such records “Directors and Officer” insurance coverage for the Executive in his position as required by Company policy. All requests for reimbursement Chairman of reasonable business expenses shall be reviewed by the Board and Chief Executive Officer to ensure that such expenses constitute ordinary is at all times in an amount and necessary business expenses with coverage appropriate for officers and directors of the CompanyCorporation. Such insurance may offset the Corporation’s indemnification obligations to Executive under its certificate of incorporation and bylaws, which obligations are set forth in Exhibit A hereto. The Corporation’s indemnification obligations to Executive may not be diminished by future amendments to its certificate of incorporation or bylaws.

Position and Duties. (ai) Pursuant to During the Bylaws Employment Period, Rev Ops shall employ Executive, and Executive shall serve as Chief Executive Officer of the Company, . Executive shall perform such duties as are usual and customary for such positions and such other duties as the Board of Directors of the Company has elected Employee (the “Board”) shall from time to time reasonably assign to Executive in each case without additional compensation. Executive shall report directly to the Board. The Company and its direct and indirect subsidiaries are referred to herein as Vice-President the “Company Group.” (ii) During the Employment Period and so long as (A) Executive is actively serving in the capacity as Chief Executive Officer in good standing and (B) LS Power Development, LLC, together with its affiliates, owns directly or indirectly in excess of fifty percent (50%) of the common stock of the Company or its successor, the Company will cause the Board to nominate Executive to serve as a member of the Board. (iii) Executive’s principal place of employment will be the Company’s offices located in New York, New York; provided, however, Executive acknowledges that Executive shall travel as required by Executive’s duties in his role as Chief Executive Officer or as a director of the Company. (biv) During the Employment Period, Employee shall report Executive agrees to devote all of his business time, energy, skill and best efforts to the Board performance of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time duties, responsibilities and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into functions for any contracts on behalf member of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and Group to the best of his abilities. Employee will not work as an employee of any other personExecutive’s abilities in a diligent, businesstrustworthy, or entitylegal, including self-employment, while t of the Company, without prior written permission professional and efficient manner and shall comply in all material respects with all Company Group policies and procedures in effect from the Companytime to time. Notwithstanding the foregoing, Employee during the Employment Period it shall not be a violation of this Agreement for Executive to manage his personal investments, so long as such activities do not interfere with the performance of Executive’s responsibilities to the Company or any other member of the Company Group or otherwise violate any obligation that Executive has to any member of the Company Group including pursuant to the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy as in effect from time to time. With the Board’s prior written consent, and subject to any terms and conditions imposed by the Board in connection with such consent, Executive may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere consistent with the performance Company’s conflicts of Employee's interests policies and corporate governance guidelines as in effect from time to time. (v) Executive agrees that he will not take personal advantage of any business opportunity that arises during his employment by any member of the Company Group and that could be of benefit to any member of the Company Group. In accordance with the Company’s policies and procedures in effect from time to time, Executive shall submit to the Board all business, commercial and investment opportunities, and all offers presented to Executive or of which Executive becomes aware at any time during the Employment Period, which relate to the business of the Company Group as it is conducted during the Employment Period (“Corporate Opportunities”). Unless approved by the Board, Executive shall not accept or pursue, directly or indirectly, any Corporate Opportunities on Executive’s own behalf. (vi) During the Employment Period and thereafter, Executive shall reasonably cooperate with any member of the Company Group in and with respect to any internal investigation, any administrative, regulatory, governmental, or judicial investigation, audit, or proceeding or any dispute with a third party as reasonably requested by the Company (including, but not limited to Executive being available to the Company for interviews and factual investigations, appearing at the Company’s request to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into Executive’s possession, custody or control). (vii) In entering into this Agreement, Executive expressly represents that he is not the subject of, or a party to, any non-competition or non-solicitation agreement, or any other agreement, obligation, restriction or understanding that would prohibit Executive from executing this Agreement or fully performing each of Executive’s duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travelhereunder, lodgingor would in any manner, entertainment and other business expenses incurred by him in connection with the Company's businessdirectly or indirectly, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses limit or affect any of the Companyduties and responsibilities that may now or in the future be assigned to Executive hereunder.

Position and Duties. (a) Pursuant Executive shall be employed as Vice President and General Counsel. In such capacity, Executive, subject to the Bylaws ultimate control and direction of the CompanyChief Executive Officer of Employer, shall have such duties, functions, responsibilities, and authority as are from time to time delegated to Executive by the Chief Executive Officer of Employer; provided, however, that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving in the same or similar capacity of an enterprise comparable to Employer, and provided further, however, that Executive shall not be directed by the Chief Executive Officer or Board of Directors to take any action that would reasonably require Executive to withdraw from representation of the Company (other than a withdrawal due to an actual or potential conflict of interest) or that could reasonably be expected to result in sanctions under the Texas Disciplinary Rules of Professional Conduct to the extent that such direction is provided or continues to be provided after Executive has elected Employee as Vice-President notified the chairman of the Company.Board in writing that the contemplated actions would require withdrawal and/or could reasonably be expected to result in sanctions (b) During the Employment PeriodTerm, Employee Executive shall report devote his full time, skill, and attention and his best efforts to the Board business and affairs of Directors Employer to the 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 the Company. Employee's services will be performed at the location designated by the Board of Directorsvacation and absence due to illness or other disability. (c) The duties of Employee In connection with Executive’s employment under this Agreement, Executive shall be those assigned to Employee by based in Houston, Texas, or at any other place where the Chief principal executive offices of Employer may be located during the Employment Term. Executive Officer or also will engage in such travel as the Chairman performance of Executive’s duties in the Board business of Directors. Employee acknowledges that his duties Employer may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directorsrequire. (d) Excluding periods All services that Executive may render to Employer or any of vacation and sick leave to which Employee is entitled as set forth its Affiliates in Section 3(d) hereof, Employee agrees that any capacity during the Employment Period he Term shall devote his full business time be deemed to his responsibilities as described herein be services required by this Agreement and shall perform the consideration for such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities services is that provided for the Companyin this Agreement. (e) The Company shall reimburse Employee for reasonable travelExecutive hereby acknowledges that he has read and is familiar with Employer’s policies, lodging, entertainment including but not limited to those regarding business ethics and other business expenses incurred by him in connection with the Company's businessconduct and securities trading, and Employee shall keep will comply with all such receipts policies, and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by any amendments thereto, during the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the CompanyEmployment Term.

Position and Duties. (a) Pursuant UniCapital and the Company hereby employ Employee as the President and Chief Executive Officer of each of the Company and the "Big Ticket Leasing Division" of UniCapital. As such, Employee shall have responsibilities, duties and authority reasonably accorded to and expected of the President and Chief Executive Officer of the Company and the Big Ticket Leasing Division and will report directly to the Bylaws of the Company, Chief Executive Officer and the Board of Directors (the "Board") of UniCapital. For purposes of this Agreement only (and specifically not for any purpose under the Purchase Agreement, including Section 2.5 of the Company has elected Employee as Vice-President Purchase Agreement), the term "Big Ticket Leasing Division" means the subsidiaries or other business units of UniCapital that conduct the Company. (b) During the Employment Periodbusiness of leasing and financing of airplanes, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges boats, satellites, railroads, and other assets that his duties may vary are defined from time to time and he further acknowledges that by the Company retains the flexibility to assign various types of duties to EmployeeBoard as appropriate for inclusion in its Big Ticket Leasing Division. Employee does not have hereby accepts this employment upon the authority terms and conditions herein contained and agrees to enter into any contracts on behalf devote all of his professional time, attention, and efforts to promote and further the business of the Company or set salaries for and the Big Ticket Leasing Division, provided, however, that Employee shall be permitted to devote any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and necessary to the best activities identified on Exhibit A hereto. The Employee shall be permitted, to the extent that such activities do not interfere with or detract from the Employee's performance of his abilities. Employee will not work as an employee of any other personduties and responsibilities hereunder, businessto (i) manage the Employee's personal, or entityfinancial and legal affairs, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may and (ii) serve on corporate, civic or charitable boards or committees so long as unless the Board or Chief Executive Officer of UniCapital reasonably determines that such activities do service in any instance would be inimical to or otherwise not materially interfere with in the best interests of the Companies. In furtherance of the performance of his duties hereunder, but not in limitation of the Employee's duties reasonability to perform such duties, the Employee shall be provided with reasonable administrative and responsibilities technical support consistent with his position and with the Companies' ordinary practices for the Company. (e) The Company assignment of personnel. Employee shall reimburse Employee for reasonable travelfaithfully adhere to, lodging, entertainment and other business expenses incurred by him in connection with the Company's businessexecute, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed fulfill all policies established by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the CompanyCompanies.

Position and Duties. (a) Pursuant During the Employment Term, the Employee shall serve as Chief Executive Officer and President. The Employee shall have such duties, functions, responsibilities, and authority as are from time to time delegated to the Bylaws of the Company, Employee by the Board of Directors of the Company has elected Employee as Vice-(the “Board”) or are otherwise consistent with the duties, responsibilities and authority of the executive office held by the Employee; provided that with respect to any specifically delegated duties, functions, 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 PeriodTerm, the Employee shall report will: (i) devote substantially all of his time during normal business hours to the Board of Directors business of the Company. Employee's services will be performed at , fulfill his duties and obligations under this Agreement and use his best efforts, judgment and energy to perform, improve and advance the location designated 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 Board Company or any of Directorsits subsidiaries or affiliates; (iii) observe and carry out such reasonable rules, regulations, policies, directions and restrictions as may be established from time to time by the Board, including but not limited to, the standard policies and procedures of the Company as in effect from time to time; and (iv) do such traveling as may be required in connection with the performance of such duties and responsibilities. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time this Agreement contains a non-disclosure of proprietary information and non-competition provisions, and the Employee agrees to time comply with these provisions. The Employee understands that entering into and he further acknowledges that complying with these provisions is a condition to the Employee’s continued employment with the Company retains and that failure to comply with the flexibility to assign various types terms of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directorsthese provisions may result in immediate termination from employment. (d) Excluding periods of vacation and sick leave to which In connection with the Employee’s employment by the Company under this Agreement, the Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during shall be based at the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t principal executive offices of the CompanyCompany in San Antonio, without prior written permission from Texas, except for such reasonable travel as the Companyperformance of the Employee’s duties in the business of the Company may require. Notwithstanding the foregoing, Employee the Board may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with in its reasonable discretion determine to relocate the performance principal offices of Employee's duties and responsibilities the Company for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and any necessary business expenses purpose and doing so shall not be a breach of the Companythis Agreement.

Position and Duties. (a) Pursuant to During the Bylaws first two (2) years of the Initial Period, the Executive shall serve as President and Chief Executive Officer of the Company and thereafter, until the end of the Employment Period, the Executive shall serve as Chairman of the Board of Directors, President and Chief Executive Officer of the Company; in each case with such duties and responsibilities as are customarily assigned to such positions, and such other duties and responsibilities not inconsistent therewith as may from time to time be assigned to him by the Board of Directors of the Company has elected Employee (the "Board"). The Executive also shall continue to serve as Vice-President a member of the CompanyBoard following the Effective Time, and the Board shall propose the Executive for re-election to the Board throughout the Employment Period. (b) In addition to the responsibilities designated in paragraph (a) of Section 2 above, during the three-year period following the Effective Time, the Executive shall be entitled to serve as the Chief Executive Officer of each entity which during such period is a subsidiary of the Company and the Company shall cause the Executive to be appointed or elected as the Chief Executive Officer of each such subsidiary. In his capacity as the Chief Executive Officer of said subsidiaries, the Executive shall have such duties and responsibilities as are customarily assigned to such position, and such other duties and responsibilities not inconsistent therewith as may from time to time be assigned to him by the Board of Directors of each such subsidiary. During the Employment Period, the Executive also shall serve as a member of the Board of Directors of each of the Company's subsidiaries and the Company shall cause the Executive to be appointed, elected or re-elected as such a director. (c) During the Employment Period, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee agrees that during the Employment Period he Executive shall devote his full reasonable attention and time during normal business time hours to his the business and affairs of the Company and its affiliates and, to the extent necessary to discharge the responsibilities as described herein and shall perform assigned to the Executive under this Agreement, use the Executive's reasonable best efforts to carry out such responsibilities faithfully and efficiently and to the best of his abilitiesefficiently. Employee will It shall not work as an employee of any other person, business, or entity, including self-employment, while t be considered a violation of the Company, without prior written permission from foregoing for the Company. Notwithstanding the foregoing, Employee may Executive to serve on corporate, industry, civic or charitable boards or committees committees, so long as such activities do not materially significantly interfere with the performance of Employeethe Executive's duties responsibilities as an employee of the Company and responsibilities for the Companyits affiliates in accordance with this Agreement. (ed) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses headquarters shall be reviewed by located in Madison, Wisconsin and the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses shall reside in the general area of Madison, Wisconsin. During the CompanyEmployment Period, the Company also will provide the Executive with a furnished apartment in the Cedar Rapids, Iowa area.

Position and Duties. (a) Pursuant During the Employment Period, Executive shall serve as President and Chief Executive Officer of BHI and the Company and shall have the normal duties, responsibilities, and authority of an executive serving in such position, subject to the Bylaws power of the Board of Directors of BHI to provide oversight and direction with respect to such duties, responsibilities, and authority, either generally or in specific instances. (b) The Board of Directors of BHI shall take such action as may be necessary to appoint or elect Executive as a member of the Board of Directors of BHI and the Company as of the Effective Date. Thereafter, during Executive’s employment with the Company, the Board of Directors of BHI shall nominate Executive for re-election as a member of the Board of Directors of BHI and the Company has elected Employee at the expiration of Executive’s then-current term. Executive shall serve as Vice-President a member of the CompanyBoard of Directors of BHI and the Company and as an officer and director of any of BHI’s other subsidiaries without any compensation in addition to the compensation provided for in this Agreement. (bc) During the Employment Period, Employee Executive shall devote Executive’s reasonable best efforts and Executive’s full professional time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of BHI and the Company and their respective subsidiaries and affiliates. Executive shall perform Executive’s duties and responsibilities to the best of Executive’s abilities in a diligent, trustworthy and business-like manner. However, Executive may become a member of the board of directors of any other non-profit corporations, so long as doing so, in each instance, does not create a conflict of interest or interfere with Executive’s ability to execute Executive’s responsibilities hereunder. (d) Executive shall principally perform Executive’s duties and responsibilities from the Company’s headquarter office as located on the Effective Date in the Atlanta, Georgia metropolitan area (the “Principal Office”), provided that Executive may be required to travel on Company business and Executive may, on a reasonable basis or at the direction of the Company, work remotely. (e) Executive, as the Chief Executive Officer of BHI, shall report to the Board of Directors of BHI and all other officers and employees of BHI and the rest of the Company Group shall report directly or indirectly to Executive; provided, however, consistent with such reporting relationships, certain of the Company. Employee's services will be performed at ’s employees, to the location designated extent required by applicable law or regulation or to the extent required by professional responsibility, nevertheless may provide information directly to the Board of Directors. (c) The duties Directors of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time both BHI and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant From the Effective Date and until the third anniversary thereof (the “CEO Term”), the Executive shall serve as the Chief Executive Officer of NMG and Parent. In such capacity, the Executive, subject to the Bylaws ultimate control and direction of the Company, Board and the Board of Directors of Parent (“Parent Board”), shall have and exercise direct charge of and general supervision over the Company has elected Employee business and affairs of NMG. In addition, the Executive shall have such other duties, functions, responsibilities, and authority as Vice-President are from time to time delegated to the Executive by the Board; provided, however, that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving in the same or similar capacity of an enterprise comparable to NMG. The Executive shall report and be accountable to the Board and the Parent Board. The Executive and NMG acknowledge that one purpose of this Agreement is to provide for a smooth and orderly transition to a new chief executive officer in the future. Accordingly, during the CEO Term the Executive agrees to work with reasonable diligence to identify a successor to the position of Chief Executive Officer of NMG and Parent. Nothing in this Agreement, however, prohibits the Board from undertaking its own search for a successor to the positions. During the Employment Term, the Executive shall serve as a member of the CompanyBoard and shall be appointed to the Parent Board and any other entity substantially all of whose assets consist of NMG capital stock. (b) During From the third anniversary of the Effective Date until the end of the Employment PeriodTerm (the “Subsequent Term”), Employee the Executive shall report to serve as the Chairman of the Board of Directors of the Company. Employee's services will be performed at the location designated and shall have such duties as are assigned by the Board and customary for such position. During the Subsequent Term, the Executive shall be treated as an “executive officer” of DirectorsNMG solely for purposes of the Executive’s participation in employee benefit plans, programs or arrangements of NMG and not in connection with his duties as Chairman. (c) The During the CEO Term, the Executive shall devote his full time (and, during the Subsequent Term, the time necessary), skill, and attention and his best efforts to the business and affairs of NMG to the extent necessary to discharge fully, faithfully, and efficiently the duties of Employee shall be those and responsibilities delegated and assigned to Employee by the Chief Executive Officer 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, serve as a 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 and civil organizations, including, without limitation, all such positions and participation in effect as of the Effective Date, and (iii) manage personal and family investments; provided, however, that any such activities as described in (i), (ii) or (iii) of the preceding provisions of this paragraph do not significantly interfere with the performance and fulfillment of the Executive’s duties and responsibilities as an executive, or, if applicable, Chairman of the Board Board, of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of DirectorsNMG in accordance with this Agreement. (d) Excluding periods In connection with the Executive’s employment by NMG under this Agreement, the Executive shall be based at the principal executive offices of vacation and sick leave to which Employee is entitled NMG in Dallas, Texas, except for such reasonable travel as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's the Executive’s duties and responsibilities for in the Companybusiness of NMG may require. (e) The Company All services that the Executive may render to NMG or any of its Affiliates in any capacity during the Employment Term shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as be deemed to be services required by Company policy. All requests this Agreement and the consideration for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure such services is that such expenses constitute ordinary and necessary business expenses of the Companyprovided for in this Agreement.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (bi) During the Employment Period, Employee the Executive shall serve as Chief Executive Officer of the Company with the customary and usual authority, duties and responsibilities attendant to such position and any other duties that may reasonably be assigned by the Company’s Board of Directors (the “Board”) (taking into consideration that the Company has an Executive Chairman and Chief Operating Officer), and subject to such policies and procedures for coordinating and consulting with the Executive Chairman consistent with the foregoing as the Board, after consultation with the Executive, may adopt, from time to time. It is understood that a portion of the Executive’s duties and responsibilities contemplated above shall be provided to Morgans Group LLC (the “Operating Company”). The Executive shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of DirectorsBoard. (cii) The duties of Employee shall be those assigned to Employee by During the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time Employment Period, and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee the Executive is entitled as set forth in entitled, the Executive agrees to devote substantially all of the Executive’s business time, attention and energies to the performance of the duties so that Executive can perform the duties contemplated by Section 3(d) hereof2(a)(i), Employee agrees that during the Employment Period he shall devote his full business time and to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently duties faithfully, diligently and to the best of his abilitiesthe Executive’s abilities and subject to such laws, rules, regulations and policies from time to time applicable to the Company’s executives. Employee will Notwithstanding the above, Executive shall be entitled to attend to personal and family affairs and investments, be involved in not work for profit, charitable and professional activities and, with the Board’s prior consent, serve on boards of other organizations, provided that all of the foregoing does not, in the aggregate, materially interfere with Executive’s responsibilities hereunder. (iii) During the Employment Period, (i) the Executive agrees to continue to serve as an employee of any other person, business, or entity, including self-employment, while t a director of the Company, without prior written permission from ; and (ii) the Company. Notwithstanding Company agrees that the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses Executive shall be reviewed by nominated for election as a director of the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses Company at each annual meeting of the Company’s stockholders or other meeting of the Company’s stockholders at which directors are elected and be nominated as a member of the investment committee of the Board of Directors. Any failure by the Board to nominate the Executive for election as a director of the Company in accordance with clause (ii) above or failure to be elected to the Board or to the investment committee shall constitute Good Reason for the Executive to terminate his employment in accordance with Section 3(c) of this Agreement.

Position and Duties. (a) Pursuant to During the Bylaws Employment Period, Executive shall serve as Executive Vice President and Chief Financial Officer of the Company. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its affiliates (the “Company Group”) as are consistent with Executive’s position and the by-laws of the Company and as the Chief Executive Officer (“CEO”) may from time to time reasonably direct. Executive shall also serve for no additional compensation or remuneration as an officer or director of such subsidiaries of the Company as may from time to time be designated by the CEO or the Board of Directors of the Company has elected Employee as Vice-President of (the Company“Board”). (b) During the Employment Period, Employee Executive shall report to the Board CEO and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of Directors illness or other incapacity) to the business and affairs of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee Executive shall be those assigned perform his duties, responsibilities and functions to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and hereunder to the best of his abilitiesabilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s policies and procedures in all material respects. Employee will 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 work serve as an employee of officer or director of, or otherwise perform services for compensation for, any other person, business, or entity, including self-employment, while t entity without the prior written consent of the Company, without prior written permission from the CompanyBoard which shall not be unreasonably withheld. Notwithstanding the foregoing, Employee Executive may serve on corporateas an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic or charitable boards or committees organizations so long as such activities do not materially interfere with the Executive’s regular performance of Employee's duties and responsibilities for the Company. hereunder in any material respect. Nothing contained herein shall preclude Executive from (ei) The Company 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 reimburse Employee for reasonable travelnot have any ownership interest (of record or beneficial) in any firm, lodgingcorporation, entertainment and partnership, proprietorship or other business expenses incurred by him in connection that competes directly with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests ’s ▇▇▇▇▇▇▇-Tropsch business except for reimbursement (x) an investment of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses not more than 1.0% of the Companyoutstanding securities of a company traded on a public securities exchange or (y) investments made through public mutual funds.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, Employee Executive shall report serve as the Executive Vice President and Chief Financial Officer of the Dialogic Group and shall have the normal duties, responsibilities and authority of an individual holding such position, subject to the power of the Board of Directors of Dialogic, or its successor company, if applicable, (in either case, the Company. Employee's services will be performed at “Board”) to reasonably expand or limit such duties, responsibilities and authority within the location designated by confines of the Board of Directorscustomary duties, responsibilities and authority commensurate with Executive’s position. (cb) The duties of Employee Executive shall be those assigned report to Employee by the President and Chief Executive Officer of Dialogic or the Chairman of such other individual as the Board of Directors. Employee acknowledges that his duties may vary from time to time designate, and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he Executive shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to his responsibilities as described herein the business and affairs of the business of Dialogic and the business and affairs of all the Dialogic Group. Executive shall perform such his duties and responsibilities faithfully and efficiently and to the best of his abilitiesabilities in a diligent, trustworthy, businesslike and efficient manner. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Dialogic Corporation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (c) Notwithstanding the foregoing, Employee may during the Employment Period, it shall not be a violation of this Agreement for Executive to (i) run for and hold public office; (ii) serve on corporateindustry trade, civic or charitable boards or committees so committees; (iii) deliver lectures or fulfill speaking engagements; or (iv) manage personal investments, as long as such activities do not materially interfere with negatively impact in a material way the performance of Employee's the Executive’s duties and responsibilities for to Dialogic. During the CompanyEmployment Period, the Executive shall be permitted to serve on for-profit corporate boards of directors and advisory committees if approved in advance by the Board, which approval shall not be unreasonably withheld or delayed unless the company concerned is a direct or indirect competitor of Dialogic, in which case the Board may withhold approval at its entire discretion. (ed) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as Dialogic acknowledges that Executive is required by Company policyvirtue of his position to serve as a director and officer of Dialogic and/or many other companies in the Dialogic Group. All requests for reimbursement Dialogic agrees to maintain directors and officers insurance that will cover Executive in the performance of reasonable business expenses shall be reviewed his functions as a director and officer of Dialogic and any other company in the Dialogic Group. Dialogic and Executive have executed the indemnity agreement, attached hereto as Annex A (“Indemnity Agreement”) and agree that the Indemnity Agreement supercedes any previous indemnity agreements executed by Dialogic and Executive, including the Chief Executive Officer to ensure that such expenses constitute ordinary indemnity agreement executed January 1, 2003. This Indemnity Agreement remains in effect during and necessary business expenses of after the CompanyEmployment Period.

Position and Duties. (a) Pursuant to During the Bylaws of Employment Period, Executive shall serve as the Company, the Board of Directors Chief Operating Officer of the Company has elected Employee as Vice-President and shall have supervisory duties, responsibilities and authority over the Company's sales, store operations, real estate and construction operations, subject to the power of the Chief Executive Officer and the Company's board of directors (the "Board") to expand or limit ----- such duties, responsibilities and authority and to override actions of officers of the Company. (b) During the Employment Period, Employee Executive shall report to the Board Chief Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of Directors illness or other incapacity other than Disability) to the business and affairs of the CompanyCompany and the Subsidiaries. Employee's services will be performed at Executive shall perform his duties and responsibilities to the location designated by Company and the Board Subsidiaries hereunder to the best of Directorshis abilities in a diligent, trustworthy, businesslike and efficient manner. (c) The duties For purposes of Employee 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. For purposes hereof, the Company shall be those assigned deemed to Employee by have a majority ownership interest in a partnership, limited liability company (without voting securities), association or other business entity if the Chief Executive Officer 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 Chairman 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 Board of Directors. Employee acknowledges that Executive to carry out effectively his duties may vary from time and obligations to time and he further acknowledges that the Company retains or to participate effectively and actively in the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf management of the Company or set salaries a Subsidiary for a period or periods aggregating at least 90 days (whether or not consecutive) during any corporate employee without twelve-month period, as determined in the prior approval reasonable judgment of the Board of DirectorsBoard. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, Employee shall serve as President and Chief Executive Officer of Holdings and GES. Employee shall report directly to the Board Boards of Directors of Holdings and GES. (b) Employee shall be responsible for the Company. Employee's services will be performed at operation and performance of the location designated by Company and shall have the Board responsibilities and carry out the customary functions of Directorsa President and Chief Executive Officer. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that devote his duties may vary from time to best efforts and full business time and he further acknowledges that attention (except for reasonable amounts of time devoted to civic and charitable causes, permitted vacation periods and reasonable periods of illness or other incapacity) to the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf business and affairs of the Company or set salaries for any corporate employee without and its Subsidiaries. Employee shall perform his duties and responsibilities to the prior approval best of the Board of Directorshis abilities in a diligent, trustworthy, businesslike and efficient manner. (d) Excluding periods The President and Chief Executive Officer’s duties and responsibilities shall be those customary of vacation a President and sick leave to which Employee is entitled as set forth in Section 3(dChief Executive Officer including, but not limited to: (1) hereofplanning, Employee agrees that during developing and establishing the Employment Period he shall devote his full business time to his responsibilities as described herein policies and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t directives of the Company, without prior written permission from ; (2) maintaining the position as the top executive officer in the Company. Notwithstanding , reporting only to the foregoingBoards of Directors of Holdings and GES; (3) overseeing and developing organizational policies and coordinating divisions and departments; (4) overseeing the entire budget or all components of the budget of the Company; (5) directing and planning the formulation of financial programs to provide funding for new or continued operations; (6) overseeing and directing the planning and development of industrial, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with labor and public relations policies; and (7) overseeing and making decision concerning the performance day-to-day operations of Employee's duties and responsibilities for the Company. (e) The In the event the Board of Directors of Holdings (the “Board”) requires, upon a formal resolution duly adopted by the Board, that Employee personally guarantee any Company shall reimburse Employee loans, obligations or other indebtedness, purchase additional securities in the Company or make any other personal commitment for reasonable travelthe benefit of the Company outside the scope of the Employee’s employment hereunder, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses action shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses deemed a material diminution of the CompanyEmployee’ authority, duties and responsibilities.

Position and Duties. (ai) Pursuant to Executive shall initially serve as President of FR and shall assume the Bylaws additional role of the CompanyChief Executive Officer of FR on December 1, 2016 (or such earlier date as Executive and the Board of Directors of FR (the Company has elected Employee “Board”) mutually agree), and shall perform customary and appropriate duties as Vicemay be reasonably assigned to the Executive from time to time by the Board. The Executive shall have such responsibilities, power and authority as those normally associated with the position of President and Chief Executive Officer (once he assumes the role) in public companies of a similar stature to FR. Once Executive assumes the role of Chief Executive Officer, he shall be the senior-President most executive of each of the CompanyCompanies and shall report solely and directly to the Board. The Executive shall be appointed to the Board on the Effective Date, and shall be nominated for reelection to the Board at each subsequent meeting of FR shareholders occurring during the Employment Period at which the Executive’s Board seat is up for election, and so long as the Executive remains on the Board shall serve without compensation other than that herein provided. Unless otherwise requested by the entire Board, upon the cessation of Executive’s employment with the Employer for any reason, the Executive shall resign from the Board. (bii) During the Employment Period, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee the Executive agrees that during the Employment Period he shall to devote his full professional time and attention to the business time and affairs of the Company and, to his the extent necessary to discharge the responsibilities as described herein and shall assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform such responsibilities faithfully and efficiently and such responsibilities at reasonably appropriate locations. During the Employment Period, it shall not be a violation of this Agreement for the Executive to serve (A) on the board of one other for-profit corporation selected by the Executive (subject to the best reasonable approval of his abilities. Employee will not work as an employee of any other person, businessthe Board), or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve (B) on corporate, civic or charitable boards or committees committees, or to deliver lectures, fulfill speaking engagements or teach at educational institutions and manage personal investments, so long as such the activities described in the preceding clauses (A) and (B) do not materially interfere with the performance of Employee's duties the Executive’s responsibilities in accordance with this Agreement and responsibilities for the CompanyExecutive complies with applicable provisions of FR’s Code of Business Conduct and Ethics. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (ai) Pursuant to During the Bylaws Term, Employee shall serve as Senior Vice President – Human Resources of the Company. In so doing, the Board of Directors of the Company has elected Employee as Vice-President shall have such powers and duties (including holding officer positions with one or more Subsidiaries of the Company. (b) During as may be assigned from time to time by the Employment PeriodBoard, so long as such powers and duties are reasonable and customary for a senior vice president – human resources of an enterprise comparable to the Company. Employee shall report to the Board of Directors executive officer of the Company. Employee's services will be performed at Company to whom Employee currently reports or to such other executive officer of the location designated by Company as the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that determine after the Company retains date hereof (the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors“Reporting Officer”). (dii) Excluding During the Term, and excluding any periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereofentitled, Employee agrees to devote all of Employee’s business time to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to Employee hereunder, to (a) use Employee’s best efforts to perform diligently, faithfully, effectively and efficiently such responsibilities, (b) use Employee’s best efforts to promote the interests of the Company; (c) use Employee’s best efforts to maintain Employer’s status as a participating provider under the Medicare and Medicaid programs; and (d) perform such other duties appropriate for Employee’s position as the Board or the Reporting Officer may from time to time reasonably direct. (iii) Employee shall not engage, directly or indirectly, in any other business, investment, or activity that interferes with the performance of Employee’s duties under this Agreement, is contrary to the interests of the Company or requires any portion of Employee’s business time; provided, however, that during the Employment Period he Term, it shall devote his full business time not be a violation of this Agreement for Employee to his responsibilities as described herein and (1) serve on the board of directors (or similar governing body) of one or more other companies that do not engage in a Competing Business if the Board has provided prior approval (which shall perform not be unreasonably withheld) for such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other personservice, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may (2) serve on corporate, civic civic, charitable or charitable industry sector association boards or committees committees, (3) deliver lectures or fulfill speaking engagements and (4) manage personal investments, so long as such activities do not materially interfere with the performance of Employee's duties and ’s responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses an employee of the CompanyCompany in accordance with this Agreement.

Position and Duties. (a) Pursuant to During the Bylaws of Employment Period, Executive shall serve as the Company, the Board of Directors Chief Executive Officer of the Company has elected Employee as Vice-President and shall have the normal duties, responsibilities and authority associated with such position subject to the power of the Companyboard of directors of the Company (the “Board”) to expand or limit such duties, responsibilities and authority and to override actions of officers. (b) During the Employment Period, Employee Executive (i) shall report to the Board (ii) shall devote substantially all of Directors Executive’s business time and attention (except for permitted vacation periods, periods of the Company. Employee's services will be performed at the location designated by illness or other incapacity, for service on the Board of DirectorsDirectors (or similar governing body) of any educational, civic, charitable or other organization which is exempt from taxation pursuant to Section 501(c)(3) of the Code, for service on other Boards of Directors (or similar governing body) of any other organization with the consent of the Board, which consent shall not be unreasonably withheld, (provided that none of such activities shall materially interfere with Executive’s duties to the Company) and other permitted absences for which senior executive employees of the Company are generally eligible from time to time under the Company policies) to the business and affairs of the Company and its Subsidiaries, (iii) shall not engage in any other business activity without the prior written approval of the Board, and (iv) shall perform Executive’s duties and responsibilities hereunder to the best of Executive’s abilities in a diligent, trustworthy, businesslike and efficient manner. (c) The duties With respect to all regular elections of Employee directors during the Employment Period, the Company shall be those assigned nominate, and the Company shall recommend to Employee by its stockholders the Chief election of, Executive Officer or the to serve as a member and Chairman of the Board Board. Upon the termination or expiration of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf Employment Period, Executive shall resign as a director of the Company or set salaries for any corporate employee without and its Subsidiaries, as the prior approval of the Board of Directorscase may be. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (ai) Pursuant Commencing on the ------------------- ------------------- Effective Date and for the remainder of the Employment Period, the Executive shall be the President and Chief Executive Officer of the Company and shall report exclusively to the Bylaws of the Company, the 's Board of Directors (the "Board") and shall have such duties, responsibilities and authority as shall be determined by the Board, including, without limiting the authority of the Board, the authority to make personnel decisions with respect to those employees of the Company has elected Employee as Vice-President that will report, directly or indirectly, to Executive. In the event of the acquisition of the Company by way of merger, sale of substantially all assets, stock purchase or any other method, and if the Company either (A) is not the surviving entity or (B) the Company becomes a subsidiary of the acquiror, then the Executive shall report exclusively to the board of directors of such surviving company or such parent. The Company shall cause the Executive to become a member of the Board as of the Effective Date and to remain a member of the Board during the Employment Period. The Executive shall be based at the Company's offices in Hackensack, New Jersey, provided that the Executive shall perform such duties and responsibilities not involving a permanent transfer of his base of operations outside of Hackensack, New Jersey at such other places as shall from time to time be necessary to fulfill his obligations hereunder. (bii) During the Employment Period, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee the Executive agrees that to devote full time during normal business hours to the business and affairs of the Company and to use the Executive's best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period he the Executive shall devote not be engaged in any other business activity whether or not such business activity is pursued for gain, profit or other pecuniary advantage, but this shall not be construed as preventing the Executive from (A) serving on the board of directors of Chemfab Corporation and Optima Healthcare, Inc. and (B) investing his full business time to his responsibilities personal assets in businesses which do not compete with the Company in such form or manner as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as require any services on the part of the Executive in the operation of the affairs of the companies in which such investments are made and in which his participation is solely that of an employee investor, and except that the Executive may purchase securities in any corporation whose securities are regularly traded provided that such purchase shall not result in his owning beneficially at any time, other than through a registered investment company, one percent (1%) or more of the equity securities of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere corporation engaged in a business competitive with the performance of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant to During the Bylaws of Employment Period, Executive shall serve as the CompanyPresident, the Board of Directors Chairman and Chief Executive Officer of the Company has elected Employee as Vice-President and is to have the normal duties, responsibilities and authority of an executive serving in such position, subject to the power of the Companyboard of directors of the Company (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) During the Employment Period, Employee the Company Board shall report nominate Executive to the Board of Directors serve as a member of the Company Board. Subject, as required, to reelection by the Company’s shareholders, Executive shall serve as Chairman of the Company Board, with no additional remuneration payable to Executive for that service. Employee's services will be performed Upon the Date of Termination, Executive shall, at the location designated by Company Board’s request, resign from the Board of DirectorsCompany Board. (c) The duties of Employee shall be those assigned to Employee by During the Chief Employment Period, Executive Officer or the Chairman of the Board of Directors. Employee acknowledges and agrees that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to Board may assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of Executive additional positions with the Company or set salaries for any corporate employee without the prior approval Company’s subsidiaries, or request that Executive serve on the board of directors of the Board Company’s subsidiaries, with such title, duties and responsibilities as shall be determined by the Company Board. Executive agrees to serve in any and all such positions without additional compensation. Upon the Date of DirectorsTermination, Executive shall, at the Company Board’s request, resign from all such positions. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he Executive shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and report to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the CompanyCompany Board. (e) The Company During the Employment Period, Executive shall reimburse Employee devote Executive’s best efforts and Executive’s full professional time and attention (except for permitted vacation periods and reasonable travel, lodging, entertainment periods of illness or other incapacity) to the Business and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses affairs of the Company, its subsidiaries and affiliates. Executive shall perform Executive’s duties and responsibilities to the best of Executive’s abilities in a diligent, trustworthy, business-like and efficient manner. During the Employment Period, Executive shall not serve as a director or a principal of another company or any charitable or civic organization without the Company Board’s prior consent, except that the Company Board hereby approves and consents to Executive’s continued service on the board of directors of Interstate Hotels and Resorts, Inc. (or its successors). (f) Executive shall perform Executive’s duties and responsibilities principally in the Atlanta, Georgia metropolitan area. (g) Executive shall acquire and own that number of shares of the Company’s common stock as is required by any Company Board-approved share ownership program applicable to all of the Company’s senior executives as may be in effect from time to time. Executive shall maintain this minimum ownership requirement at all times during the Employment Period in accordance with the provisions of the share ownership program.

Position and Duties. (a) Pursuant to During the Bylaws Employment Period, Executive shall serve as Senior Vice President and General Manager, Caribbean of the Company. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Board of Directors Company and its affiliates (the “Company Group”) as are consistent with Executive’s position and the by-laws of the Company has elected Employee and as Vice-President the Chief Executive Officer (“CEO”) may from time to time reasonably direct. Executive shall also serve for no additional compensation or remuneration as an officer or director of such subsidiaries of the CompanyCompany as may from time to time be designated by the Board. (b) During the Employment Period, Employee Executive shall report to the Board Chief Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of Directors illness or other incapacity) to the business and affairs of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee Executive shall be those assigned perform his duties, responsibilities and functions to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and hereunder to the best of his abilitiesabilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s policies and procedures in all material respects. Employee will 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 work serve as an employee of officer or director of, or otherwise perform services for compensation for, any other person, business, or entity, including self-employment, while t entity without the prior written consent of the CompanyBoard which shall not be unreasonably withheld; provided, without prior written permission from however, that the Company. Notwithstanding Board hereby consents to Executive’s service on and after the foregoing, Employee Commencement Date as a director of each of the corporations listed on Exhibit A. Executive may serve on corporateas an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic or charitable boards or committees organizations so long as such activities do not materially interfere with the Executive’s regular performance of Employee's duties and responsibilities for the Company. hereunder. Nothing contained herein shall preclude Executive from (ei) The Company shall reimburse Employee for reasonable travelengaging in charitable and community activities, lodging(ii) participating in industry and trade organization activities, entertainment (iii) managing his and other business expenses incurred by him in connection 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 Company's business, regular performance of his duties and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Companyresponsibilities under this Agreement.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, the Employee shall be employed by Employer on a full-time basis in an executive role and, subject to the discretion of the Board, shall continue to concurrently serve as Chairman of the Board of Parent. Employee’s executive role will not have a separate title and shall consist of leading network and corporate development strategies. In connection with the executive role, Employee shall report to the Board of Directors of the Company. Employee's services will Chief Executive Officer and shall further undertake such other customary duties as reasonably may be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those determined and assigned to Employee by the Chief Executive Officer or the from time to time. For so long as Employee continues to serve as Doc#: US1:14577886v2 Chairman of the Board of Directors. Parent, Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not shall have the usual and customary duties, responsibilities and authority of such position and shall be accountable to enter into any contracts the Board with respect to such duties. The Employee further agrees to perform such other duties and responsibilities on behalf of the Company Employer and Parent as reasonably may be directed by the Employer or set salaries Parent, including, if elected or appointed thereto, to serve as an officer and/or member of the board or any Subsidiary or Affiliate of the Employer as reasonably requested by the Employer and its Affiliates, in each case, without additional compensation hereunder. The Employee hereby accepts such employment and positions and agrees to diligently and conscientiously devote Employee’s full and exclusive business time, attention, and best efforts in discharging and fulfilling Employee’s duties and responsibilities hereunder. The Employee shall comply with the Employer’s policies and procedures and the direction and instruction of the Board, and the Employee shall not engage in any business activity which, in the reasonable judgment of the Board, conflicts with the duties of the Employee hereunder, whether or not such activity is pursued for any corporate employee without gain, profit or other pecuniary advantage. As of the prior approval Effective Date, Employee hereby resigns from his position as a member of the Compensation Committee of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereofthe Nominating, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein Corporate Governance and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t Compliance Committee of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the CompanyBoard. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant to During the Bylaws Employment Period, Executive shall serve as the President and Chief Executive Officer of the Company, and shall have the normal duties, responsibilities, functions and authority of the Chief Executive Officer or in such other official capacity as the Board of Directors of the Company has elected Employee as Vice-President (the “Board”) may hereafter direct, subject to the power and authority of the CompanyBoard and its designees, to expand or limit such duties, responsibilities, functions and authority within the normal scope of duties, responsibilities, functions and authority associated with the position of Chief Executive Officer or such other official capacity. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries and Affiliates which are consistent with Executive’s position as the Board may from time to time direct. (b) During the Employment Period, Employee Executive shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to his responsibilities as described herein the business and affairs of the Company and its Subsidiaries and Affiliates. Executive shall perform such his duties, responsibilities faithfully and efficiently functions to the Company and its Subsidiaries and Affiliates hereunder to the best of his abilitiesabilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ and Affiliates’ policies and procedures in all material respects. Employee will not work 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 and its Subsidiaries’ and Affiliates’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as an employee of any other person, business, or entity, including self-employment, while t of Executive is employed by the Company, Executive shall not, without the prior written permission from consent of the CompanyBoard, accept other employment or perform other services for compensation. Notwithstanding During the foregoingEmployment Period, Employee Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided that Executive may serve on corporateas an officer or director of or otherwise participate in solely educational, welfare, social, religious and civic or charitable boards or committees organizations so long as such activities do not materially interfere with Executive’s employment with the performance of Employee's duties Company and responsibilities for the Companyits Subsidiaries and Affiliates. (ec) The Company For purposes of this Agreement, “Subsidiaries” shall reimburse Employee for reasonable travelmean 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, lodgingat the time of determination, entertainment and other business expenses incurred owned by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement directly or through one of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Companymore Subsidiaries.

Position and Duties. (a) Pursuant to During the Bylaws Term, the Executive shall serve as the Chief Executive Officer of the CompanyCompany with such duties and responsibilities as are customarily assigned to such position, and such other duties and responsibilities not inconsistent therewith as may from time to time be assigned to him by the Board of Directors of the Company has elected Employee as Vice-President (the “Board”). As of the Effective Date, the Company shall cause the Executive to be appointed to the Board. Thereafter, while Executive is employed during the Term, the Company shall cause the Executive to be included in the slate of persons nominated to serve as directors on the Board and shall use its best efforts (including, without limitation, the solicitation of proxies) to have the Executive elected and reelected to the Board for the duration of the Term. Upon any termination of his employment with the Company, the Executive shall promptly resign from the Board. While Executive is employed during the Term, the Executive shall report solely to the Board. (b) During the Employment PeriodTerm, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full attention and time during normal business time hours to his the business and affairs of the Company and, to the extent necessary to discharge the responsibilities as described herein and shall perform assigned to the Executive under this Agreement, use the Executive’s reasonable best efforts to carry out such responsibilities faithfully and efficiently and to the best of his abilitiesefficiently. Employee will It shall not work as an employee of any other person, business, or entity, including self-employment, while t be considered a violation of the Company, without prior written permission from foregoing for the Company. Notwithstanding the foregoing, Employee may Executive to manage his personal investments or to serve on corporate, industry, civic or charitable boards or committees other than the Board (“Outside Boards”), so long as such activities do not materially significantly interfere with the performance of Employee's the Executive’s responsibilities as an executive officer of the Company in accordance with this Agreement and do not create a conflict of interest with his duties and responsibilities for hereunder. Executive represents that as of the CompanyEffective Date his Outside Board positions are limited to those he has previously communicated to the Company in writing. The Executive shall secure the consent of the Board prior to accepting any additional Outside Board positions; provided that at any time that Executive does not serve on an Outside Board of a company with publicly traded securities, the Executive may accept without prior Board approval one Outside Board position at a company with publicly traded securities (but in any event subject to the other limitations of this subsection (b)). (ec) The Company During the Term, the Executive shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with be based at the Company's business’s principal headquarters except for travel reasonably required for the performance of the Executive’s duties hereunder. (d) During the Term, and Employee the Executive shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed comply with any stock ownership guidelines adopted by the Chief Company and in effect with respect to the Executive Officer from time to ensure that such expenses constitute ordinary and necessary business expenses of the Companytime, which shall not exceed stock ownership equal to five (5) times Annual Base Salary (as defined below).

Position and Duties. (a) Pursuant During the Employment Period, Executive shall serve as the Chief Executive Officer (the “CEO”) and shall have the normal duties, responsibilities, functions and authority of the CEO, subject to the Bylaws power and authority of the Companyboard of directors of EVgo, Inc. (the "Board") to expand or limit such duties, responsibilities, functions and authority generally consistent with Executive's position. During the Employment Period, Executive shall render such executive and managerial services to EVgo Inc., the Company and its Subsidiaries (collectively, the “Company Group”) which are consistent with Executive's position, as the Board of Directors of may from time to time direct. During the Company has elected Employee Employment Period, the Executive shall also serve as Vice-President of a director on the CompanyBoard. (b) During the Employment Period, Employee Executive shall report to the Board and shall devote Executive’s best efforts and Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of Directors illness or other incapacity) to the business and affairs of the CompanyCompany Group. Employee's services will be performed at Executive shall perform Executive’s duties, responsibilities and functions for the location designated by Company Group hereunder to the Board best of Directors. (c) The Executive’s abilities in a diligent, trustworthy, legal, professional and efficient manner and shall comply with the Company Group’s policies and procedures in all material respects. In performing Executive’s duties of Employee and exercising Executive’s authority under the Agreement, Executive shall be those assigned to Employee by support and implement the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary business and strategic plans approved from time to time by the Board and he further acknowledges that shall support and cooperate with the Company retains Group’s efforts to expand their businesses and operate profitably and in conformity with the flexibility to assign various types business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of duties to Employee. Employee the Board, accept other employment or perform other services for compensation other than those activities set forth on Schedule A, so long as such service does not have cause a conflict of interest or interfere with Executive’s duties hereunder; provided, that if the authority to enter into any contracts on behalf Board determines it is not in the best interests of the Company for Executive to continue any activity listed on Schedule A, Executive shall cease such activity as soon as reasonably practicable. During the Employment Period, Executive shall not serve as an officer or set salaries director of, or otherwise perform services for compensation for, any corporate employee other person or entity without the prior approval written consent of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereofBoard; provided, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work Executive may serve as an employee of any other person, businessofficer or director of, or entityotherwise participate in, including selfsolely educational, welfare, social, religious, not-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, for-profit and civic or charitable boards or committees organizations so long as such activities do not materially interfere with the performance of EmployeeExecutive's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection employment with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the CompanyGroup.

Position and Duties. (a) Pursuant During the Employment Period, Executive shall serve as the chief executive officer of the Company and, subject to the Bylaws management of the Company, business and affairs of the Company at the direction of the Board of Directors of the Company has elected Employee as Vice(the "Board"), shall have the normal duties, responsibilities and authority of an executive serving in such position, including without limitation the development of short-President and long-term operating plans, the development of operating and capital budgets, the overseeing of Company personnel and the development of compensation proposals and proposals for acquisitions and dispositions. Executive shall have the title Chairman and Chief Executive Officer of the Company, subject to the power of the Board to change such title to President or Chief Executive Officer or some combination thereof. During the Employment Period, Executive shall also serve as a director of the Company for so long as the Board (or a nominating committee of the Board) nominates him to that position and he is elected to it 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 Board. (c) During the Employment Period, Employee Executive shall report devote his best efforts and his full business time and attention (except for permitted vacation periods, reasonable periods of illness or other incapacity, and, provided such activities do not have more than a de minimis effect on Executive's performance of his duties under this Agreement, participation in charitable and civic endeavors and management of Executive's personal investments and business interests) to the Board of Directors business and affairs of the Company, its subsidiaries and affiliates. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee Executive shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that perform his duties may vary from time and responsibilities to time the best of his abilities in a diligent, trustworthy, businesslike and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directorsefficient manner. (d) Excluding periods of vacation Executive shall perform his duties and sick leave to which Employee is entitled as set forth responsibilities principally in Section 3(d) hereofthe Cleveland, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein Ohio metropolitan area, and shall perform such responsibilities faithfully and efficiently and not be required to travel outside that area any more extensively than the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t previous chief executive officer of the Company, without prior written permission from ▇▇▇ ▇. ▇▇▇▇▇▇, has done in the Company. Notwithstanding past in the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with ordinary course of the performance of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant to During the Bylaws Employment Period, the Executive shall serve as the President and Chief Operating Officer of the Company, with such duties and responsibilities as are customarily assigned to such position, and such other duties and responsibilities appropriate to such office as may from time to time be assigned to her by the Company's Chief Executive Officer or the Board of Directors of the Company has elected Employee (the "Board"). Executive shall report solely to the Chief Executive Officer and the Board. On the Effective Date, Executive shall be appointed as Vice-President a member of the Board, to serve as a member of the class of directors with the second longest remaining term as of the Effective Date. Subsequently, during the Employment Period, the Company shall cause the Executive to be included in the slate of persons nominated to serve as directors on the Board upon each expiration of Executive's term as a director of the Company and shall use its best efforts to have the Executive reelected to the Board. Following termination of the Executive's employment for any reason, the Executive shall immediately resign from the Board and from all other offices and positions she holds with the Company. (b) During the Employment Period, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee agrees that during the Employment Period he Executive shall devote his substantially her full attention and time during business time hours to his responsibilities as described herein the business and affairs of the Company and shall perform carry out such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Companyefficiently. Notwithstanding the foregoing, Employee to the extent consistent with the performance of her duties and responsibilities hereunder, the Executive may serve on corporate, industry, civic or charitable boards or and committees so long as such activities do not materially interfere and shall be permitted to make and manage her personal investments. (c) Other than for necessary travel in connection with the performance of Employee's her duties and responsibilities for hereunder, the Executive shall be based at the Company. (e) 's headquarters in the Harrisburg, Pennsylvania area. The Company shall reimburse Employee the Executive for the following relocation expenses: (i) the reasonable travelcosts associated with the selling of the Executive's current primary residence; (ii) reasonable living expenses for a residence for Executive and her family in the Harrisburg, lodgingPennsylvania area for a temporary period; (iii) a reasonable number of round trip visits between Harrisburg and the city in which the Executive's current residence is located, entertainment including reasonable costs for meals, lodging and transportation for the Executive and her family during such trips; and (iv) reasonable costs for moving Executive's household goods and cars to the Harrisburg, Pennsylvania area. In addition, the Executive may participate in a relocation service program, and the Company shall share in the expenses of such program on terms which the parties shall mutually agree upon. The reimbursement amount described herein shall be "grossed-up" to offset in full any net increase in Executive's federal, state and local income, employment and other business expenses incurred by him in connection with the Company's business, taxes resulting therefrom (and Employee shall keep from such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Companygross-up).

Position and Duties. During the Term, Executive shall hold the following position and shall have the following duties: (ai) Pursuant to Executive shall initially serve as the Bylaws Chief Financial Officer of the Company, including, if applicable, the Board REIT (as defined below) and an operating partnership of Directors which the REIT is a general partner (collectively, the “Company Group”), with such customary responsibilities, duties and authority as may from time to time be assigned to Executive by the President and Chief Executive Officer of the Company has elected Employee (the “CEO”) or the board of directors, or other similar governing body, of CoreSite or any successor of CoreSite, including any successor company with respect to which an initial public offering of equity securities (an “IPO”) may be effected (the “REIT”) (such board of directors or other similar governing body is referred to herein as Vice-President the “Board”). While serving as the Chief Financial Officer of the Company. (b) During the Employment Period, Employee Executive shall report to the Board CEO, shall participate actively in the Company’s search for a new Chief Financial Officer of Directors the Company (the “New CFO”), and shall devote substantially all of Executive’s working time and efforts to the business and affairs of the Company Group. Executive agrees to observe and comply with the rules and policies of the Company Group as adopted by the Company Group from time to time. (ii) Effective on the date the New CFO becomes employed by the Company, Executive shall no longer serve as the Chief Financial Officer of the Company. Employee's Following such date, Executive shall provide her services will be performed at to the location designated by the Board of Directors. (c) The duties of Employee Company Group as a part-time employee and her regular weekly hours shall be those assigned reduced to Employee by the Chief 25 hours per week (“Part-Time Employment”). Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf shall remain an employee of the Company or set salaries for any corporate employee without Group until her Date of Termination and Executive shall work collaboratively with the prior approval of New CFO to transition her duties to the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein New CFO and shall perform such responsibilities faithfully and efficiently and continue to provide services to the best of his abilities. Employee will not work Company Group as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed reasonably requested by the Chief Executive Officer CEO or the New CFO (and shall report to ensure that such expenses constitute ordinary and necessary business expenses of the CompanyNew CFO as well as the CEO).

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (bi) During the Employment Period, Employee the Executive shall report serve as Chairman and Chief Executive Officer ("CEO") of the Company through June 30, 2000 or such earlier date upon which the Executive elects to relinquish such position (the "Initial Period"), and thereafter as Chairman and Chair of the Executive Committee of the Board of Directors (the "Board") of the Company with the appropriate authority, duties and responsibilities attendant to such positions and with the powers and duties set forth in Exhibit B of the Merger Agreement (as amended as of May 25, 1999) and will participate equally through the Initial Period with J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, while he is serving as President and Chief Operating Officer, in setting the overall strategic direction of the Company. EmployeeDuring the Employment Period, Executive's services will status as an employee may be performed at the location designated converted to that of a consultant by the Executive at any time after June 30, 2000 upon Executive's resignation as Chairman at which time the Employment Period shall end. Following any such conversion, Executive shall no longer be an employee but agrees to provide services as a consultant for a period of at least two years but not beyond June 30, 2006 (the "Consulting Period"). As compensation for his services as a consultant, Executive shall be paid a monthly retainer equal to one twelfth of his Annual Base Salary immediately preceding his becoming a consultant. As a consultant, Executive shall provide such consulting services to the Company as the Board of Directorsmay request. (cii) The duties of Employee shall be those assigned to Employee by During the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time Employment Period, and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee the Executive agrees that to devote substantially all of his attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period he it shall devote his full business time not be a violation of this Agreement for the Executive to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person(A) serve, business, or entity, including self-employment, while t with prior approval of the CompanyBoard, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not materially significantly interfere with the performance of Employeethe Executive's duties responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities for to the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. 4.1. Executive shall serve as the Company's Chief Operating Officer. Executive's principal duties and responsibilities shall be to serve as the Chief Operating Officer. Executive's principal duties and responsibilities shall be to (ai) Pursuant oversee the efficient operation of the Company's hospitals and day to day operations, (ii) oversee the Company's managed care department, and (iii) perform such other duties as the Executive from time to time may be assigned. Executive will report to the Bylaws Company's Chief Executive Officer, 4.2. Except during vacation periods or in accordance with the Company's personnel policies covering Executive leaves and reasonable periods of illness or other incapacitation, Executive shall devote his services to the Company's Business and interests in a manner consistent with Executive's title and office and the Company's needs for his services. 4.3. Executive shall perform his duties in good faith and in a manner which he honestly believes to be in the best interests of the Company, the Board of Directors of the Company has elected Employee AND with such care, including reasonable inquiry, as Vice-President of the Company. (b) During the Employment Periodan ordinary prudent person in a like position would use under similar circumstances. Executive shall at all times be subject to and shall observe and CARRY out such reasonable rules, Employee shall report regulations, policies, directions and restrictions as may be established and communicated to the Board of Directors of the Company. Employee's services will be performed at the location designated him from time to time by the Board of Directors. (c) The duties of Employee 4.4. Executive's employment by the Company shall be those assigned to Employee exclusive. Therefore, until and unless Executive's employment is terminated shall not: (a) directly or indirectly, for any purposes whatsoever, provide services to, or be employed in any capacity by, legal or natural person (other than the Company) while employed by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors.Company; and (db) Excluding periods of vacation and sick leave to which Employee is entitled as set forth directly or indirectly, without Company's written consent, significantly participate in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, enterprise or entityundertaking, including self-employmentOutside personal, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic social or charitable boards or committees activities are not prohibited so long as such activities do Executive's participation does not materially interfere with the impair his performance of Employee's duties his Duties and responsibilities for the Companyobligations under this Amended Agreement. (e) The 4.5. Executive acknowledges he is and shall be providing personal services of a special, unique, unusual and extraordinary character requiring extraordinary ingenuity and effort by Executive. Executive further acknowledges Company would suffer continuing and irreparable injury which can not be not adequately compensated by an award of monetary damages or through other legal remedies. Accordingly, Executive agrees the Company shall reimburse Employee for reasonable travelbe entitled to such injunctive relief as may be required to enforce the provisions of this Section 4. (including sub-section "4.4." immediately above), lodging, entertainment and in addition to any other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Companylegal remedies it may have.

Position and Duties. (a) Pursuant to Commencing on the Bylaws of the CompanyEffective Date, the Board of Directors of the Company has elected Employee Executive will serve as Vice-President of the Company. (b) During the Employment Period, Employee shall Chief Administrative Officer and will report to the Board Company’s Chief Executive Officer (“CEO”) and Chairman. Executive will have those powers and duties normally associated with the position of Directors CAO and such other powers and duties as may be prescribed by or at the direction of the CEO and the Chairman. [Upon the closing of the Merger, as defined in that certain Business Combination Agreement and Plan of Reorganization (the “Business Combination Agreement”), dated as of February 8, 2021, by and among Decarbonization Plus Acquisition Corporation, DCRB Merger Sub Inc. and the Company], Executive will assume the role of and serve as Chief Financial Officer. As the Company’s CFO, Executive will continue to report to the Company’s CEO and Chairman and will have those powers and duties normally associated with the position of CAO and such other powers and duties as may be prescribed by or at the direction of the CEO and the Chairman. Executive will devote substantially all of Executive’s working time, attention and energies during normal business hours (other than absences due to illness or vacation) to the performance of his duties for the Company. Employee's services Without the consent of the CEO and Chairman, such consent not to be unreasonably withheld, Executive will not serve on the board of directors, trustees, or any similar governing body of any for-profit entity. Notwithstanding the above, Executive will be performed at permitted, to the location designated extent such activities do not interfere with the performance by the Board Executive of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time and responsibilities hereunder or violate Section 10 of this Agreement, to time (i) manage Executive’s (and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without his immediate family’s) personal, financial and legal affairs, and (ii) serve, with the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereofBoard, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long (it being expressly understood and agreed that Executive’s continuing to serve on the civic or charitable boards or committees on which Executive is serving, or with which Executive is otherwise associated, as such activities do of the Effective Date (each of which has been disclosed to the Company on a list provided to the Company by Executive coincident with the execution of this Agreement), will be deemed not materially to interfere with the performance by Executive of Employee's his duties and responsibilities for the Companyunder this Agreement. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant The Company hereby employs Executive as its Vice President, Operations and President - Communications Supply Corporation. In such capacity, Executive shall have the duties of the senior executive officer of the Company with powers consistent with such position. Executive shall report to the Bylaws Chief Operating Officer of WESCO. Executive shall perform such duties and responsibilities relating to the business of the Company and WESCO as may be assigned or delegated to him from time to time by the Chief Operating Officer of WESCO or its designee, which duties shall not be inconsistent with his position and duties as senior executive officer of the Company. During his employment Term, Executive shall also serve as an executive and corporate officer of WESCO without compensation other than as contemplated herein. (b) Executive accepts such employment and agrees to: (i) devote substantially all of Executive’s efforts, time, energy and skill (vacations in accordance with Company policy and reasonable absences due to illness excepted) during regular business hours to the duties of his employment hereunder. (ii) faithfully, loyally, and industriously perform such duties, subject to the supervision of the senior management of WESCO as contemplated above; and (iii) diligently follow and implement all lawful management policies and decisions of the Company or WESCO. (c) During the Term of this Agreement, Executive shall not, without the prior written consent of the Board of Directors of WESCO (the Company has elected Employee “Board”), engage (whether or not during normal business hours) m any other business or professional activity, or serve on the board of directors of another entity, whether or not such activity is pursued for gain, profit or other pecuniary advantage; but this shall not be construed as Vice-President preventing Executive from (i) investing his personal assets in businesses that do not compete with the Combined Business of the Company. (b) During the Employment Period, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time WESCO and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without Affiliate thereof in such form or manner as will not require any services on the prior approval part of Executive in the operation or the affairs of the Board entities in which such investments are made and in which his participation is solely that of Directors. an investor, (dii) Excluding periods purchasing securities in any corporation whose securities are regularly traded on a national securities exchange, provided that such purchase does not result in Executive collectively owning beneficially at any time five (5%) percent or more of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee voting securities of any other personCompeting Enterprise or any affiliate thereof or (iii) engaging in or serving on such civic, businesscommunity, charitable, educational or religious activities or organizations. For purposes of this Agreement, the term “Affiliate” or “affiliate” shall mean any person or entity directly or indirectly controlling, controlled by, or entityunder common control of WESCO or the Company and the term “Competing Enterprise” shall mean any person or any business organization of whatever form, including self-employmentengaged directly or indirectly in the business of WESCO, while t the Company or any affiliate in any city or country in any state of the CompanyUnited States, without prior written permission from as well as anywhere outside the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the CompanyUnited States. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant During the Employment Period, Executive shall serve as the Chief Executive Officer of the Company and BlueLinx Holdings Inc. ("BHI") and shall have the normal duties, responsibilities and authority of an executive serving in such position, subject to the Bylaws power of the Company, the Board of Directors of the Company has elected Employee (the "Company Board") and the Board of Directors of BHI (the "BHI Board"), to provide oversight and direction with respect to such duties, responsibilities and authority, either generally or in specific instances. The Executive also shall hold similar titles, offices and authority with BHI's direct and indirect subsidiaries, as Vice-President requested by the BHI Board from time to time, subject to the oversight and direction of the Companyrespective boards of directors of such entities. (b) During the Employment Period, Employee the Executive shall report be included in the management's slate for election as a member of the BHI Board. Subject, as required, to reelection by BHI's stockholders, Executive shall serve as a member of the BHI Board, with no additional remuneration payable to Executive for that service. Upon the Date of Termination, Executive shall, at the BHI Board's request, resign from the Board, the BHI Board of Directors and any other board or committee of the Company. Employee's services will be performed at the location designated by the Board , BHI or any of Directorstheir respective subsidiaries or affiliates. (c) The duties During the Employment Period, Executive shall devote Executive's reasonable best efforts and Executive's full professional time and attention (except for permitted vacation periods and reasonable periods of Employee shall be those assigned illness or other incapacity) to Employee by the Chief Executive Officer or the Chairman Business and affairs of the Board Company, BHI and their respective subsidiaries and affiliates. Executive shall perform Executive's duties and responsibilities to the best of DirectorsExecutive's abilities in a diligent, trustworthy and business-like manner. Employee acknowledges that During the Employment Period, Executive shall not serve as a director or a principal of another company or any charitable or civic organization without the Board's prior consent. Notwithstanding the foregoing, during the Employment Period, Executive may continue to serve on the board of directors of Consolidated Container Company and may also render charitable and civic services so long as such services do not materially interfere with Executive's ability to discharge his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directorshereunder. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and Executive shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of EmployeeExecutive's duties and responsibilities for with his principal office located in the CompanyAtlanta, Georgia metropolitan area. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant Executive shall serve as Chief Executive Officer of the Company and shall have the normal duties, responsibilities, functions and authority of the Chief Executive Officer, subject to the Bylaws power and authority of the Company, the ’s Board of Directors (the “Board”) to expand or limit such duties, responsibilities, functions and authority and to overrule actions of the Company has elected Employee as Vice-President officers of the Company. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries that are consistent with Executive’s position as the Board may from time to time direct. (b) During the Employment Period, Employee Executive shall report directly to the Board and Executive shall devote his best efforts and substantially all of Directors his business time and attention (except as may be reasonably required by Executive to perform his duties and responsibilities as a managing director of Samsonite Europe N.V. and for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and shall support and cooperate with the Company’s and its Subsidiaries’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the Board, actively engage in any other employment, occupation or consulting for any direct or indirect compensation, excluding his engagement as a managing director of Samsonite Europe N.V.; provided that Executive may continue to serve in his current capacity on the board of directors of the Italian company, R▇▇▇▇, so long as such service does not require Executive to spend more than 7 days per annum engaged in such activities (the “R▇▇▇▇ Days”). Executive’s place of work shall be initially a location in the European Union and will vary subject to the needs of the Company’s business and the reasonable discretion of the Board. Employee's services will be performed at Notwithstanding the location designated preceding sentence and subject to paragraph 6(i), Executive acknowledges and agrees that once a permanent operational headquarters has been established for the Company by the Board (the “Headquarters”) he will relocate to the Headquarters and that the terms of Directorsthis Agreement shall continue after such relocation. (c) The duties For purposes of Employee this Agreement, “Subsidiaries” shall be those assigned mean any corporation or other entity of which the securities or other ownership interests having the voting power to Employee by the Chief Executive Officer or the Chairman elect a majority of the Board board of Directors. Employee acknowledges that his duties may vary from directors or other governing body are, at the time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereofdetermination, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of owned by the Company, without prior written permission from directly or through one or more subsidiaries of the Company. Notwithstanding the foregoingpreceding sentence, Employee may serve on corporatefor purposes of this Agreement, civic “Subsidiaries” shall not include Samsonite Europe N.V. or charitable boards any corporation or committees so long as such activities do not materially interfere with other entity of which the performance of Employee's duties and responsibilities for securities or other ownership interests having the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer voting power to ensure that such expenses constitute ordinary and necessary business expenses elect a majority of the Company.board of directors or other governing body are, at the time of determination, owned by Samsonite Europe N.V., directly or through one or more subsidiaries of Samsonite Europe N.V.

Position and Duties. (a) Pursuant to the Bylaws of The Employee will be employed by the Company, on a fulltime basis, as its President and Chief Executive Officer. In this capacity, the Board Employee shall have the duties, authorities and responsibilities as are implied by the Employee’s position, and such other duties, authorities and responsibilities as the board of Directors directors of the Company has elected or the board of directors (the “Board”) of Parent shall reasonably assign from time to time. The Employee shall also be appointed to serve as Vice-President a member of the Board, effective as of the Start Date. Employee’s principal place of employment shall be at the Company’s corporate headquarters in Austin, Texas, but Employee understands and agrees that he will be required to travel from time to time for business purposes. (b) During The Employee agrees to perform the Employment Periodduties of Employee’s position and such other duties as may reasonably be assigned to the Employee from time to time. The Employee also agrees that, while employed by the Company, the Employee will devote substantially all of Employee’s business time and efforts to the advancement of the business and interests of the Company and its Affiliates and to the discharge of Employee’s duties and responsibilities for them. Notwithstanding the above, the Employee shall report be permitted, to the Board extent such activities do not in the aggregate materially interfere with the performance by the Employee of Directors of the Company. Employee's services will be performed at the location designated ’s duties and responsibilities hereunder to: (i) manage Employee’s personal, financial and legal affairs; and (ii) serve on civic, educational, philanthropic or charitable boards or committees; and (iii) subject to disclosure to and initial approval by the Board (such approval not to be unreasonably withheld), serve on any other corporate board or committee as long as such board or committee is not competitive with the Company or cause a conflict of Directorsinterest with Employee’s duties at the Company (it being agreed that Employee shall not serve on more than two company boards, including one public company board, in addition to the Board, unless otherwise approved by the Board). (c) The duties of Employee shall be those assigned Company acknowledges that, subject to Employee disclosure to and initial approval by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time (such approval not to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoingbe unreasonably withheld), Employee may serve on corporate, civic work for venture capital and/or private equity firms with respect to their current or charitable boards potential portfolio companies and investments therein provided that Employee agrees not to advise with respect to any company or committees so long investment thesis that would reasonably be considered related to a Competitive Business (as such activities do not materially interfere with defined in the performance of Employee's duties and responsibilities for the CompanyEPIA which is described below). (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (ai) Pursuant Upon the Start Date, the Executive shall commence employment with Alkermes. The Executive’s role at Alkermes will be as a Strategic Advisor reporting to the Bylaws Chief Executive Officer of Alkermes (the Company“Alkermes CEO”). Prior to the Mural Effective Date, the Executive will have the right to attend, as an observer, any portion of meetings of the Board of Directors of Alkermes plc (the Company has elected Employee as Vice“Alkermes Board”) at which discussions regarding the Spin-President Off are held and Alkermes shall provide the Executive reasonable advance notice of the Companyany such meeting. (bii) During As of the Employment PeriodMural Effective Date: (A) The Executive’s employment with Alkermes will automatically end, Employee shall report without further liability to Alkermes except with respect to any earned but unpaid compensation owed by Alkermes to Executive or as otherwise specifically provided in this agreement, and the Executive’s employment with ▇▇▇▇▇ will begin; (B) the Executive will assume the role of Mural plc’s President & Chief Executive Officer (referred to herein as the “Mural CEO”) on a full time basis; (C) Mural Oncology plc’s Board of Directors (the “Mural Board”) will nominate and recommend to the shareholders of Mural Oncology plc that the Executive be elected to serve as a member of the Company. Employee's services will be performed Mural Board upon the Mural Effective Date and whenever the Executive is scheduled to stand for election or stands for reelection to the Mural Board at the location designated by the Board any of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that Mural plc’s annual shareholder meetings during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees Term for so long as such activities do not materially interfere Executive is the CEO of Mural, with the performance Executive serving as a member of Employee's duties and responsibilities Mural’s Board for the Company.no additional compensation; and (eiii) The Company the Executive shall reimburse Employee for reasonable travel, lodging, entertainment devote the Executive’s full working time and other efforts to the business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses affairs of the CompanyEmployer, subject to the exceptions described in Section 4 of Exhibit B and Exhibit C hereto.

Position and Duties. (a) Pursuant Executive will continue to be the Chief Executive Officer of SMG. As CEO, Executive shall perform such executive, supervisory, managerial and consulting services to the Bylaws Company commensurate with his position as the Company may from time to time reasonably request. (b) The Company is finalizing its internal plans to form a new Management Board, referred to as Publicis Groupe Media to fortify its media assets, including the SMG and ZOG media operations. Executive shall be a member of the Company, P-12 and serve on the Management Board of Directors Publicis Groupe Media . R▇▇▇▇ ▇▇▇▇▇ shall be Chairman of Publicis Groupe Media. When M▇. ▇▇▇▇▇ retires, Executive shall, in addition to his duties herein, succeed M▇. ▇▇▇▇▇ as Chairman. As Chairman of Publicis Groupe Media, Executive shall be the most senior executive directly responsible for the management and operation of Publicis Groupe Media. In these roles, Executive shall perform such executive, supervisory, managerial and consulting services to the Company as are commensurate with his position as the Company may from time to time reasonably request. (c) Subject to the rights and benefits of Executive under the terms of this Agreement, SMV agrees to employ Executive during the Term, to make Executive’s services available to the Company to be a member of the Company has elected Employee P-12 and to serve as Vice-President a member, and later Chairman, of the Management Board of Publicis Groupe Media, and to provide such compensation and benefits to Executive as are contained in this Agreement or as later directed by the Company. (bd) During the Employment Period, Employee Executive shall report devote his full time and attention to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee Business and shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that not perform work outside the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereofCompany. However, Employee agrees that during the Employment Period he shall Executive may devote his full business reasonable time to his responsibilities activities such as described herein supervision of personal investments and shall perform such responsibilities faithfully activities involving professional, charitable, educational, religious and efficiently similar types of activities, speaking engagements and to the best membership on other boards of his abilities. Employee will not work as an employee of any other persondirectors, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as provided such activities do not materially interfere in any material way with the performance business of Employee's duties the Company and responsibilities for are consistent with the terms of this Agreement; provided that, Executive cannot serve on the board of directors of a publicly-traded company without the Company’s written consent. The time involved in such activities shall not be treated as vacation time. Executive shall be entitled to keep any amounts paid to him in connection with such activities (e.g., director fees and honoraria). (e) The Company Executive agrees that he shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's businessabide by, and Employee shall keep such receipts conduct business in accordance with and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary subject to, all applicable policies and necessary business expenses procedures of the Company, including all employee and ethical policies of the Company, and all client conflict-of-interest policies applicable to the Company or to subsidiaries of the Company generally, as such policies may exist from time to time. Executive also understands and agrees that the business and affairs of Publicis Groupe Media shall be conducted in accordance with Publicis Corporate Policies (“PCP’s”) and the Company’s strict legal and ethical standards, including, without limitation, compliance with all commercial, tax, labor and other laws (including the U.S. Foreign Corrupt Practices Act).

Position and Duties. (a) Pursuant During the Employment Period, Executive shall serve as the Chief Executive Officer and President of the Company and BlueLinx Holdings Inc. (“BHI”) and shall have the normal duties, responsibilities and authority of an executive serving in such position, subject to the Bylaws power of the Company, the Board of Directors of the Company has elected Employee (the “Company Board”) and the Board of Directors of BHI (the “BHI Board”), to provide oversight and direction with respect to such duties, responsibilities and authority, either generally or in specific instances. The Executive also shall hold similar titles, offices and authority with BHI’s direct and indirect subsidiaries, as Vice-President requested by the BHI Board from time to time, subject to the oversight and direction of the Companyrespective boards of directors of such entities. (b) During the Employment Period, Employee the Executive shall report be included in the management’s slate for election as a member of the BHI Board. Subject, as required, to reelection by BHI’s stockholders, Executive shall serve as a member of the BHI Board with no additional remuneration payable to Executive for that service. Upon the Date of Directors Termination, Executive shall, at the BHI Board’s request, resign from the Board, the BHI Board and any other board or committee of the Company. Employee's services will be performed at the location designated by the Board , BHI or any of Directorstheir respective subsidiaries or affiliates. (c) The duties During the Employment Period, Executive shall devote Executive’s reasonable best efforts and Executive’s full professional time and attention (except for permitted vacation periods and reasonable periods of Employee shall be those assigned illness or other incapacity) to Employee by the Chief Executive Officer or the Chairman business and affairs of the Board Company, BHI and their respective subsidiaries and affiliates. Executive shall perform Executive’s duties and responsibilities to the best of DirectorsExecutive’s abilities in a diligent, trustworthy and business-like manner. Employee acknowledges that his duties may vary from time to time and he further acknowledges that During the Employment Period, Executive shall not serve as a director or a principal of another company or any charitable or civic organization without the Company retains Board’s prior consent. Notwithstanding the flexibility foregoing, during the Employment Period, Executive may render charitable and civic services so long as such services do not materially interfere with Executive’s ability to assign various types of discharge his or her duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directorshereunder. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and Executive shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's Executive’s duties and responsibilities for with his or her principal office located in the CompanyAtlanta, Georgia metropolitan area. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. ​ (a) Pursuant During the Employment Period, Executive shall serve as the Parent’s Chief Legal Officer and EVP, Corporate Development (the “CLO”) and shall have the normal duties, responsibilities, functions and authority of the CLO, subject to the Bylaws power and authority of the Companyboard of directors of EVgo Inc. (the “Board”) and the Chief Executive Officer (“CEO”) to expand or limit such duties, responsibilities, functions and authority generally consistent with Executive’s position. During the Employment Period, Executive shall render such executive and managerial services to Parent, the Company and its Subsidiaries (collectively, the “Company Group”) which are consistent with Executive’s position, as the Board of Directors of and the Company has elected Employee as Vice-President of the CompanyCEO may from time to time direct. (b) During the Employment Period, Employee Executive shall report to the Board CEO and shall devote Executive’s best efforts and Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of Directors illness or other incapacity) to the business and affairs of the CompanyCompany Group. Employee's services will be performed at Executive shall perform Executive’s duties, responsibilities and functions for the location designated by Company Group hereunder to the Board best of Directors. (c) The Executive’s abilities in a diligent, trustworthy, legal, professional and efficient manner and shall comply with the Company Group’s policies and procedures in all material respects. In performing Executive’s duties of Employee and exercising Executive’s authority under the Agreement, Executive shall be those assigned to Employee by support and implement the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary business and strategic plans approved from time to time by the Board and he further acknowledges that shall support and cooperate with the Company retains Group’s efforts to expand their businesses and operate profitably and in conformity with the flexibility business and strategic plans approved by the Board. Company shall employ Executive, and Executive agrees to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of work for the Company as its CLO remotely and shall require occasional travel, including to the Company’s office in Los Angeles, CA. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other person or entity (other than as set salaries for any corporate employee forth on Schedule A) without the prior approval written consent of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereofCEO; provided, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work Executive may serve as an employee of any other person, businessofficer or director of, or entityotherwise participate in, including selfsolely educational, welfare, social, religious, not-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, for-profit and civic or charitable boards or committees organizations so long as such activities do not materially interfere with the performance of EmployeeExecutive's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection employment with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policyGroup. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.​

Position and Duties. (ai) Pursuant to During the Bylaws Term, Employee shall serve as Senior Vice President and Chief Financial Officer of the Company. In so doing, the Board of Directors of the Company has elected Employee as Vice-President shall have such powers and duties (including holding officer positions with one or more Subsidiaries of the Company. (b) During as may be assigned from time to time by the Employment PeriodBoard, so long as such powers and duties are reasonable and customary for senior vice presidents and the chief financial officer of an enterprise comparable to the Company. Employee shall report to the Board of Directors executive officer of the Company. Employee's services will be performed at Company to whom Employee currently reports or to such other executive officer of the location designated by Company as the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that determine after the Company retains date hereof (the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors“Reporting Officer”). (dii) Excluding During the Term, and excluding any periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereofentitled, Employee agrees to devote all of Employee’s business time to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to Employee hereunder, to (a) use Employee’s best efforts to perform diligently, faithfully, effectively and efficiently such responsibilities, (b) use Employee’s best efforts to promote the interests of the Company; (c) use Employee’s best efforts to maintain Employer’s status as a participating provider under the Medicare and Medicaid programs; and (d) perform such other duties appropriate for Employee’s position as the Board or the Reporting Officer may from time to time reasonably direct. (iii) Employee shall not engage, directly or indirectly, in any other business, investment, or activity that interferes with the performance of Employee’s duties under this Agreement, is contrary to the interests of the Company or requires any portion of Employee’s business time; provided, however, that during the Employment Period he Term, it shall devote his full business time not be a violation of this Agreement for Employee to his responsibilities as described herein and (1) serve on the board of directors (or similar governing body) of one or more other companies that do not engage in a Competing Business if the Board has provided prior approval (which shall perform not be unreasonably withheld) for such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other personservice, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may (2) serve on corporate, civic civic, charitable or charitable industry sector association boards or committees committees, (3) deliver lectures or fulfill speaking engagements and (4) manage personal investments, so long as such activities do not materially interfere with the performance of Employee's duties and ’s responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses an employee of the CompanyCompany in accordance with this Agreement.

Position and Duties. (a) Pursuant During the Employment Period, Executive shall serve as Chief Executive Officer of BHI and the Company and shall have the normal duties, responsibilities and authority of an executive serving in such position, subject to the Bylaws power of the Board of Directors of BHI to provide oversight and direction with respect to such duties, responsibilities and authority, either generally or in specific instances. (b) The Board of Directors of BHI shall take such action as may be necessary to appoint or elect Executive as a member of the Board of Directors of BHI and the Company as of the Effective Date. Thereafter, during Executive’s employment with the Company, the Board of Directors of BHI shall nominate Executive for re-election as a member of the Board of Directors of BHI and the Company has elected Employee at the expiration of Executive’s then-current term. Executive shall serve as Vice-President a member of the CompanyBoard of Directors of BHI and the Company and as an officer and director of any of BHI’s other subsidiaries without any compensation in addition to the compensation provided for in this Agreement. (bc) During the Employment Period, Employee Executive shall devote Executive’s reasonable best efforts and Executive’s full professional time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of BHI and the Company and its respective subsidiaries and affiliates. Executive shall perform Executive’s duties and responsibilities to the best of Executive’s abilities in a diligent, trustworthy and business-like manner. However, Executive may continue to serve as a member of the board of directors of the non-profit corporations on which he serves on the Effective Date and may become a member of the board of directors of any other non-profit corporations and, further, after the first anniversary of the Effective Date, Executive may, with the consent of the Board of Directors of BHI (which consent shall not be unreasonably withheld), serve as a director of up to two (2) for-profit corporations. (d) Executive shall perform Executive’s duties and responsibilities from the Company’s headquarter office as located on the Effective Date in the Atlanta, Georgia metropolitan area (the “Principal Office”). (e) Executive as the Chief Executive Officer of BHI shall report to the Board of Directors of BHI and all other officers and employees of BHI and the rest of the Company Group shall report directly or indirectly to Executive; provided, however, consistent with such reporting relationships, certain of the Company. Employee's services will be performed at ’s employees, to the location designated extent required by applicable law or regulation or to the extent required by professional responsibility, nevertheless may provide information directly to the Board of DirectorsDirectors of BHI. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant to During the Bylaws Employment Period, Executive shall serve as President and Chief Executive Officer of the Company. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its affiliates (the “Company Group”) as are consistent with Executive’s position and the by-laws of the Company and as the Board of Directors of the Company has elected Employee (together with its committees, the “Board”) may from time to time reasonably direct. Executive shall also serve for no additional compensation or remuneration as Vice-President an officer or director of the CompanyCompany or such subsidiaries of the Company as may from time to time be designated by the Board. (b) During the Employment Period, Employee Executive shall report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of Directors illness or other incapacity) to the business and affairs of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee Executive shall be those assigned perform his duties, responsibilities and functions to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and hereunder to the best of his abilitiesabilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s policies and procedures in all material respects. Employee will 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 work serve as an employee of officer or director of, or otherwise perform services for compensation for, any other person, business, or entity, including self-employment, while t entity without the prior written consent of the Company, without prior written permission from the CompanyBoard which shall not be unreasonably withheld. Notwithstanding the foregoing, Employee Executive may serve on corporateas an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic or charitable boards or committees organizations so long as such activities do not materially interfere with the Executive’s regular performance of Employee's duties and responsibilities for the Company. hereunder in any material respect. Nothing contained herein shall preclude Executive from (ei) The Company 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 reimburse Employee for reasonable travelnot have any ownership interest (of record or beneficial) in any firm, lodgingcorporation, entertainment and partnership, proprietorship or other business expenses incurred by him in connection that competes directly with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests ’s ▇▇▇▇▇▇▇-Tropsch business except for reimbursement (x) an investment of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses not more than 1.0% of the Companyoutstanding securities of a company traded on a public securities exchange or (y) investments made through public mutual funds.

Position and Duties. (a) Pursuant During the Employment Period, Executive shall serve as the Senior Vice President of Operations of the Company and shall have the normal duties, responsibilities, functions and authority of the Senior Vice President of Operations, subject to the Bylaws power and authority of the Company's board of directors (the "Board") to expand or limit such duties, the Board responsibilities, functions and authority and to overrule actions of Directors of the Company has elected Employee as Vice-President officers of the Company. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive's position as the Board or the Company's President and Chief Executive Officer may from time to time direct. (b) During the Employment Period, Employee Executive shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the President and Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to his responsibilities as described herein the business and affairs of the Company and its Subsidiaries. Executive shall perform such his duties, responsibilities faithfully and efficiently functions to the Company and its Subsidiaries hereunder to the best of his abilitiesabilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company's and its Subsidiaries' policies and procedures in all material respects. Employee will not work In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and shall support and cooperate with the Company's and its Subsidiaries' efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as an employee of any other person, business, or entity, including self-employment, while t of Executive is employed by the Company, Executive shall not, without the prior written permission from consent of the CompanyBoard, accept other employment or perform other services for compensation. Notwithstanding During the foregoingEmployment Period, Employee Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided that Executive may serve on corporateas an officer or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic or charitable boards or committees organizations so long as such activities do not materially interfere with Executive's employment with the performance of Employee's duties Company and responsibilities for the Companyits Subsidiaries. (ec) The Company For purposes of this Agreement, "Subsidiaries" shall reimburse Employee for reasonable travelmean 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, lodgingat the time of determination, entertainment and other business expenses incurred owned by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement directly or through one of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Companymore Subsidiaries.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (bi) During the Employment Period, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee Executive is entitled as set forth in Section 3(d) hereofunder the policies of Wesbanco giving credit, Employee agrees that during the Employment Period he for these purposes, to Executive for his years of service with WOFC, Executive shall devote his full business time and attention to his responsibilities the business of Wesbanco as described herein and shall perform such responsibilities faithfully and efficiently conducted in the Springfield market and to the best successful integration of the then former WOFC into the business and operations of Wesbanco, including, but not limited to the preservation of the reputation, customers and employees of WOFC as the reputation, customers and employees of Wesbanco, and such other tasks and duties that are commensurate with Executive's title, status, skills and experience, that may, from time to time, be assigned by the Board of Directors of Wesbanco (the "Board"), and are consistent with the tasks and duties performed by Executive prior to the Effective Date. (ii) Executive's employment duties with Wesbanco shall be performed substantially at the site of WOFC's offices and branches in the Springfield, Ohio, market, excepting such business meetings with Wesbanco managers in Wheeling, West Virginia, on reasonable notice, and meetings of the Wesbanco Board of Directors as shall be deemed appropriate by Wesbanco. Wesbanco shall continue to provide Executive with office, secretarial and other administrative support that is substantially comparable to that in effect prior to the Effective Date. All expenditures in connection with Executive's performance of his abilities. Employee will duties shall be reimbursed in accordance with Wesbanco's regular policy, including, but not work limited to, costs and expenses incurred in attending meetings in Wheeling, West Virginia. (iii) Executive may devote reasonable time to activities such as an employee supervision of any personal investments and activities involving professional, charitable, educational, religious and similar types of activities, speaking engagements and membership on other personboards of directors, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as provided such activities do not materially interfere in any material way with the performance business of Employee's duties and responsibilities for the Company. (e) Wesbanco. The Company time involved in such activities shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by not be treated as vacation time. Executive shall be entitled to keep any amounts paid to him in connection with the Company's businesssuch activities (e.g., director fees and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Companyhonoraria).

Position and Duties. (a) Pursuant The Company shall employ the Executive with the ------------------- title of Executive Vice President & General Counsel of True North Communications Inc. The Executive will be a member of the Management Board of True North Communications Inc. The Executive will report directly to the Bylaws Chairman of the Board of Directors and CEO of True North Communications Inc. The Executive shall be responsible for the global legal matters pertaining to True North Communications Inc., its Board of Directors, all committees of the Board of Directors, all subsidiaries and all affiliates of the Company. In accordance with the general practices of a general counsel of a publicly traded company, Executive will be responsible for all matters pertaining to the Company's compliance with Securities and Exchange Commission, New York Stock Exchange and other governmental laws and regulations. Executive will have responsibility for the hiring, retention and supervision for the in-house legal staff of the True North Group. Executive will be responsible for and make relevant determinations concerning the retention, hiring and supervision of outside counsel for True North Communications Inc., its Board of Directors, all committees of the Board of Directors and the True North Group. In accordance with corporate policy Executive will approve all payments for legal fees and charges at limits prescribed by the Company's management. The Executive shall perform faithfully and loyally and to the best of the Executive's abilities his duties hereunder, shall devote full business time, attention and effort to the affairs of the True North Group and shall use reasonable best efforts to promote the interests of the True North Group. Notwithstanding the foregoing, the Executive may engage in charitable, civic or community activities provided that they do not interfere with the performance of the Executive's duties hereunder and, with the prior approval of the Board of Directors of the Company has elected Employee (the "Board"), may serve as Vice-President a director of any business corporation provided that such service does not violate the terms of any of the Companycovenants contained herein. (b) During the Employment Period, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (bi) During the Employment Period, Employee (A) the Executive shall report to serve as the Board of Directors President and Chief Operating Officer of the Company. Employee's , with such duties and responsibilities as shall from time to time be assigned to him and as are consistent and commensurate with his title and position, and (B) the Executive’s services will shall be performed at the Company’s headquarters in New York, New York as of the Effective Date or such other location designated by as may be mutually agreed between the Board Company and the Executive, except for travel, and visits to Company offices and facilities worldwide, reasonably required to attend to the Company’s business. The Executive shall also serve on the Company’s Operating Committee; provided, however, that the Company may disband the Operating Committee at any time prior to a Change in Control (as herein after defined). Without limiting the generality of Directorsthe foregoing, during the Renewal Period the Executive shall actively participate in the development of a succession plan relating to the Executive’s position and duties and in the training of, and transition of duties to, the person or persons who will succeed to such duties. (cii) The duties of Employee shall be those assigned to Employee by During the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time Employment Period, and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee the Executive is entitled as set forth entitled, the Executive agrees to devote substantially all of his business attention and time (with business time determined in Section 3(daccordance with the Company’s usual and customary standards for its senior executives) hereofto the business and affairs of the Company and, Employee agrees that during to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform faithfully and conscientiously such responsibilities. During the Employment Period he Period, the Executive shall devote his full business time be entitled to his responsibilities serve as described herein a member of the board of directors of a reasonable number of other companies, to serve on civic and shall perform such responsibilities faithfully and efficiently charitable boards and to manage his personal and family investments, in each case, to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as extent such activities do not materially interfere interfere, in the reasonable judgment of the Company’s Board of Directors (which, for purposes of this Agreement, includes any committee thereof, unless the context requires otherwise (the “Board”)), with the performance of Employee's his duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection are otherwise consistent with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company’s governance policies.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (bi) During the Employment Period, Employee the Executive shall serve as Managing Director, Residential Lending Division of Bank with such duties and responsibilities as are customarily assigned to such position; provided that, for the avoidance of doubt, the Executive shall have no policy making authority and will not be responsible for any policy making functions with respect to either Bank or First PacTrust Bancorp, Inc., a Maryland corporation and wholly owning parent holding company of Bank (“Bancorp”). The Executive shall report directly to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or of Bank (the Chairman “Bank CEO”) and/or such other officers of Bank and/or Bancorp as determined by the Board board of Directors. Employee acknowledges that his duties may vary directors of Bank (the “Bank Board”) from time to time time. If the Executive serves on the board of directors of either Bancorp and/or Bank during the Employment Period (which shall be subject to election by the shareholders of Bancorp and Bank, respectively, and subject to each of Bancorp’s and Bank’s ordinary course director nomination processes and policies), the Executive agrees that (i) he further acknowledges that shall so serve without compensation for his service as a director and (ii) shall not serve on any committee of either such boards of directors for which independence is necessary or, as determined by the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf Chair of the Company board of directors of Bancorp or set salaries for any corporate employee without the prior approval Chair of the Board of DirectorsBank Board, respectively, in his or her sole discretion, advisable. During the Employment Period, the Executive shall be provided with an office at the corporate headquarters in Irvine, California and Beverly Hills, California. (dii) Excluding During the Employment Period, and excluding any periods of vacation and sick leave to which Employee the Executive is entitled under this Agreement, the Executive shall be employed by Employer on a full-time basis and agrees to devote such time as set forth in Section 3(d) hereof, Employee agrees that during is necessary to discharge the Employment Period he shall devote his full business time responsibilities assigned to his responsibilities as described herein the Executive hereunder and shall to use the Executive’s reasonable best efforts to perform such responsibilities faithfully and efficiently and to efficiently. During the best Employment Period, it shall not be a violation of his abilities. Employee will not work as an employee of any other personthis Agreement for the Executive to, businesseither for free or for personal compensation, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may (A) serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions, (C) manage personal investments and responsibilities for the Company. personal investment companies, (eD) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.subject to

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (bi) During the Employment Period, Employee Executive shall serve as President of the Financial Assets Division (defined below). Executive shall report to the Chief Executive Officer of Company. Executive shall have the normal duties, responsibilities, and authority implied by such position and shall perform such other activities as are directed by Company’s Board of Directors (the “Board”), subject in each case to the power of the CompanyBoard to expand, limit, or otherwise alter such duties, responsibilities, positions, and authority and to otherwise override actions of officers. Employee's services will be performed at In addition, within fourteen (14) days following the location designated by end of each quarter during the Board of Directors. Employment Period (c) The duties of Employee commencing with the quarter ending September 30, 2023), Executive shall be those assigned prepare and provide to Employee by the Chief Executive Officer of Company (“CEO”) a Transition and ERM Report (defined below). CEO shall then have fourteen (14) calendar days to notify Executive if the Transition and ERM report for the applicable quarter does not, in CEO’s reasonable discretion, meet the criteria set forth in Section 7(h) of this Agreement with respect to the Financial Assets Division’s practices. In that event, Executive shall have thirty (30) days following timely receipt of CEO’s notice of any deficiency in the report to cure said deficiencies. (ii) Executive shall devote his reasonable best efforts and substantially all of Executive’s full business time and attention to the business and affairs of Company given Executive’s title as stated herein, except for permitted vacation periods in accordance with Company’s policy, periods of illness or the Chairman other incapacity, and reasonable time spent with respect to civic and charitable activities, provided that none of the Board such activities materially interfere with Executive’s duties to Company or its Affiliates or otherwise violate Executive’s duty of Directorsloyalty to Company. Employee acknowledges that his duties Executive shall comply will all policies and procedures of Company and its Affiliates, as applicable and as may vary be amended by Company or Affiliates from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the in Company or set salaries for any corporate employee without Affiliates’ sole discretion, including the written code of ethics of Company, as will be delivered to Executive prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties Effective Date and responsibilities for the Companymade available to Executive upon request. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (ai) Pursuant The Executive shall serve as President and Chief Executive Officer of Columbia Bank and CBSI, with the duties and responsibilities that are customarily assigned to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, Employee such positions. The Executive shall report to the Board of Directors of Columbia Bank and the Board of Directors of CBSI (the “Board”) and the Executive’s principal place of employment shall be at the Company’s corporate offices in Tacoma, Washington. The Executive shall be subject to and shall abide by each of the personnel policies applicable to senior executives and employees of the Company. (ii) On or as soon as practicable following the Effective Date, the Board shall appoint the Executive to the Board and during the Term, the Company shall use its best efforts to nominate the Executive for reelection to the Board. The Executive shall not receive separate or additional compensation for such Board service. At the termination of the Executive’s employment with the Company, the Executive shall resign from the Board and from his position as an officer or director of any of the Company’s subsidiaries if requested to do so by the Company. Employee's services will be performed at the location designated by the Board The preceding sentence shall survive any termination of Directorsthis Agreement. (ciii) The duties of Employee shall be those assigned to Employee While employed by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into Company, but excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee the Executive is entitled under this Agreement, the Executive shall be employed by the Company on a full-time basis and agrees to devote such time as set forth in Section 3(d) hereof, Employee agrees that during is necessary to discharge the Employment Period he shall devote his full business time responsibilities assigned to his responsibilities as described herein the Executive hereunder and shall to use the Executive’s reasonable best efforts to perform such responsibilities faithfully and efficiently and to efficiently. The Executive may (A) with the best prior written approval of his abilities. Employee the Chair of the Board (which will not work as an employee of any other personbe unreasonably withheld), business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (C) manage personal investments, so long as such activities do not materially interfere with the performance of Employee's duties the Executive’s responsibilities to the Company and responsibilities for the CompanyExecutive’s compliance with this Agreement, including, but not limited to, Section 9 and Section 10. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (ai) Pursuant to During the Bylaws Term, Employee shall serve as Vice President and General Counsel of the Company. In so doing, the Board of Directors of the Company has elected Employee as Vice-President shall have such powers and duties (including holding officer positions with one or more Subsidiaries of the Company. (b) During as may be assigned from time to time by the Employment PeriodBoard, so long as such powers and duties are reasonable and customary for vice presidents and the general counsel of an enterprise comparable to the Company. Employee shall report to the Board of Directors executive officer of the Company. Employee's services will be performed at Company to whom Employee currently reports or to such other executive officer of the location designated by Company as the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that determine after the Company retains date hereof (the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors“Reporting Officer”). (dii) Excluding During the Term, and excluding any periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereofentitled, Employee agrees to devote all of Employee’s business time to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to Employee hereunder, to (a) use Employee’s best efforts to perform diligently, faithfully, effectively and efficiently such responsibilities, (b) use Employee’s best efforts to promote the interests of the Company; (c) use Employee’s best efforts to maintain Employer’s status as a participating provider under the Medicare and Medicaid programs; and (d) perform such other duties appropriate for Employee’s position as the Board or the Reporting Officer may from time to time reasonably direct. (iii) Employee shall not engage, directly or indirectly, in any other business, investment, or activity that interferes with the performance of Employee’s duties under this Agreement, is contrary to the interests of the Company or requires any portion of Employee’s business time; provided, however, that during the Employment Period he Term, it shall devote his full business time not be a violation of this Agreement for Employee to his responsibilities as described herein and (1) serve on the board of directors (or similar governing body) of one or more other companies that do not engage in a Competing Business if the Board has provided prior approval (which shall perform not be unreasonably withheld) for such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other personservice, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may (2) serve on corporate, civic civic, charitable or charitable industry sector association boards or committees committees, (3) deliver lectures or fulfill speaking engagements and (4) manage personal investments, so long as such activities do not materially interfere with the performance of Employee's duties and ’s responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses an employee of the CompanyCompany in accordance with this Agreement.

Position and Duties. (a) Pursuant During the period from the Effective Date to the Bylaws date of the annual shareholders’ meeting occurring in 2012 (the “2012 Meeting”), Executive shall serve as President and Chief Executive Officer of the Company. During the period from the 2012 Meeting to March 31, the Board of Directors 2015, Executive shall serve as Chief Executive Officer of the Company has elected Employee and as Vice-President Chairman (“Chairman”) of the Board. During the period from April 1, 2015 to June 30, 2016, Executive shall continue to serve as Chairman as an employee of the Company. . The period during which Executive serves as Chief Executive Officer under this Agreement (bi.e., from and including the Effective Date to March 31, 2015) shall be referred to as the “CEO Period”, and the period during which Executive serves as Chairman, but not also as the Chief Executive Officer (i.e., from and including April 1, 2015 to June 30, 2016) shall be referred as the “Chairman Period”. In addition to the specific positions applicable during the specific periods outlined above, Executive shall also serve in such other position or positions with the Company and its subsidiaries, consistent with his then applicable position(s) as set forth above as the Board shall reasonably assign Executive from time to time. All of Executive’s service in accordance with this Paragraph 2 is subject to earlier termination as provided in Paragraph 5. During the Employment Period, Employee Executive shall be the most senior officer of the Company and report directly and exclusively to the Board, it being understood that during the Chairman Period, if another executive shall serve as Chief Executive Officer of the Company, such other executive shall report jointly to Executive as Chairman and to the Board. During the Employment Period, unless and until the Board exercises any authority reserved to it under the Company’s By-Laws, Executive shall have the duties, responsibilities and obligations customarily exercised by individuals serving in the applicable position(s) enumerated above in a company of Directors the size and nature of the Company. Employee's services will be performed at During the location designated by Employment Period, the Board of Directors. (c) The duties of Employee Company shall be those assigned to Employee by the Chief also nominate Executive Officer or the Chairman for re-election as a member of the Board at the expiration of Directors. Employee acknowledges that his duties may vary from time to time each term of office, and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval Executive shall serve as a member of the Board of Directors. (d) Excluding periods of vacation and sick leave to for each period for which Employee he is entitled as set forth in Section 3(d) hereof, Employee agrees that during so elected. During the Employment Period he Period, Executive shall devote substantially all his full business time to his responsibilities as described herein the services required of him hereunder, and shall perform such responsibilities faithfully and efficiently and services in a manner consonant with the duties of his then applicable position(s). Executive shall be subject to the best terms and conditions of his abilities. Employee will not work any applicable policy of the Company regarding service (including as an employee a director) on behalf of any other personorganization, businessprovided that, or entitysubject to the provisions of Paragraph 7(a), including self-employmentnothing herein shall preclude Executive from (i) engaging in charitable activities and community affairs, while t of the Companyand (ii) managing his personal investments and affairs, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such the activities listed in subclauses (i)-(ii) do not materially interfere interfere, individually or in the aggregate, with the proper performance of Employee's his duties and responsibilities for in the Companyposition or positions in which Executive is then serving, as specified in this Paragraph 2. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant to During the Bylaws Employment Period, Executive shall serve as the Chief Financial Officer of the Company, reporting to the Chief Executive Officer of the Company, and subject to the power of the Board of Directors of the Company has elected Employee as Vice-President (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 (and its Subsidiaries’ and Affiliates’) business, interests or reputation. In addition, (i) Executive will use his best efforts to promote the interests, prospects and condition (financial and otherwise) and welfare of the Company and 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 policies and codes may change from time to time, that are provided to Executive in writing (or as set forth in the employee handbook). (b) During the Employment Period, Employee Executive shall report to the CEO and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its 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 not disruptive, or does not interfere with Executive’s obligations hereunder, to the business of Directors the Company or its Subsidiaries or Affiliates. Executive shall, if so requested by the Company, also serve without additional compensation, as an officer, director or manager of any Subsidiary or Affiliate of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall During the Employment Period, Executive will be those assigned located within commuting distance from the Company’s office in Denver, Colorado (or other Company office as agreed), subject to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts travel on behalf business of the Company or set salaries for any corporate employee without to the prior approval of extent reasonably required by the Board of DirectorsCompany 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) Excluding periods For purposes of vacation and sick leave this Agreement, (i) “Subsidiary” means, to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business extent applicable from time to his responsibilities as described herein 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 shall perform such responsibilities faithfully and efficiently and to the best (ii) “Affiliate” of his abilities. Employee will not work as an employee of entity means any other person, business, person or entity, including self-employmentdirectly or indirectly controlling, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic controlled by or charitable boards or committees so long as such activities do not materially interfere under common control with the performance of Employee's duties and responsibilities for the Companyan entity. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (bi) During the Employment Period, Employee (A) the Executive shall report to serve as the Board of Directors Chairman and Chief Executive Officer of the Company. Employee, with such duties and responsibilities as shall from time to time be assigned to the Executive and as are consistent and commensurate with the Executive's title and position, and (B) the Executive's services will shall be performed at the Company's headquarters in New York, New York as of the Effective Date or such other location designated by as may be mutually agreed between the Company and the Executive, except for travel, and visits to Company offices and facilities worldwide, reasonably required to attend to the Company's business. During the Employment Period, the Company shall cause the Executive to be nominated for reelection to the Board at the expiration of Directorseach Board term. (cii) The duties of Employee shall be those assigned to Employee by During the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time Employment Period, and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee the Executive is entitled as set forth entitled, the Executive agrees to devote substantially all of the Executive's business attention and time (with business time determined in Section 3(daccordance with the Company's usual and customary standards for its senior executives) hereofto the business and affairs of the Company and, Employee agrees that during to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive's reasonable best efforts to perform faithfully and conscientiously such responsibilities. During the Employment Period he Period, the Executive shall devote his full business time be entitled to his responsibilities (A) serve as described herein a member of one for-profit company board of directors with the prior approval of the Board, as provided in the Board's policies, (B) serve on a reasonable number of civic and shall perform such responsibilities faithfully charitable boards and efficiently (C) manage the Executive's personal and family investments, in each case, to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as extent such activities do not materially interfere interfere, in the reasonable judgment of the Board, with the performance of Employeethe Executive's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection are otherwise consistent with the Company's businessgovernance policies, values and Employee shall keep such receipts and maintain such records reputation. For the avoidance of doubt, the Executive's service as required by Company policy. All requests for reimbursement a member of reasonable business expenses shall be reviewed the board of directors of Dick's Sporting Goods, Inc. has been approved by the Chief Executive Officer to ensure that such expenses constitute ordinary Board and necessary business expenses shall count toward the foregoing limit of the Companyone for-profit company board of directors.

Position and Duties. (a) Pursuant to the Bylaws As of the CompanyTransition Time, the Executive shall serve as the Executive Chairman of the Parent, in which capacity the Executive shall perform such duties and responsibilities as are commensurate with such title, including, without limitation, supporting the transition of the Company Group’s leadership to its new Chief Executive Officer (the “CEO”), supporting the professional development of the CEO, supporting the CEO and other senior management on special projects as agreed upon from time to time, contributing to and supporting the strategy of the Company Group and its investor relations, as requested and appropriate, regularly attending and presiding at meetings of the Board of Directors of Parent (the “Board”), and such other duties and responsibilities as may be assigned by the Board from time to time. The Executive shall report directly to the Board. The Executive shall, if requested, also serve as an officer or director of any member of the Company has elected Employee Group for no additional compensation. For so long as Vice-President the Executive serves as the Executive Chairman while the ownership interests of the Parent are publicly traded, the Executive shall be nominated for shareholder approval to serve as a member of the Board and, if such service is approved by the shareholders of the Parent, then he shall subsequently be appointed by the Board to serve as Executive Chairman of the Board. In the event the ownership interests of the Parent cease to be publicly traded and instead become privately held, then the Executive shall serve as the Executive Chairman of the Board during the period that Executive is serving as the Executive Chairman of the Parent. The Executive agrees and acknowledges that, in connection with his employment relationship with the Company, the Executive owes fiduciary duties to the Company Group and will act accordingly. (b) During the Employment Period, Employee shall report the Executive agrees to devote substantially his full time, attention and energies to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned Company Group’s business and agrees to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and diligently endeavor to the best of his abilitiesability to further the best interests of the Company Group. Employee The Executive shall not engage in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage. Subject to the covenants of Section 7 hereof, this shall not be construed as preventing the Executive from investing his own assets in such form or manner as will not work as an employee of any other person, business, or entity, including self-employment, while t require his services in the daily operations of the Companyaffairs of the companies in which such investments are made. Further, without prior written permission from subject to Section 7 hereof, the Company. Notwithstanding Executive may (i) continue to serve as a member of the foregoingboard of directors of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Corporation and (ii) serve as a director of other companies, Employee may serve on corporateif such service is approved by the Board, civic or charitable boards or committees in each case so long as such activities do service is not materially detrimental to the Company Group, does not interfere with the performance of Employee's duties and responsibilities for Executive’s service to the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's businessGroup, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement does not present the Executive with a conflict of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Companyinterest.

Position and Duties. (a) Pursuant During the Employment Period, Executive shall continue to serve as the President and Chief Executive Officer of Seadrill and such offices of the other Group Companies as Executive currently holds and shall have the normal duties, responsibilities and authority of an executive serving in such position, subject to the Bylaws power of the CompanyBoard to expand or limit such duties, the Board of Directors of the Company has elected Employee as Vice-President of the Companyresponsibilities and authority, either generally or in specific instances. (b) During the Employment Period, Employee Executive shall continue to report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of DirectorsSeadrill. (c) The duties During the Employment Period, Executive shall: (i) devote Executive’s best efforts and Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of Employee shall be those assigned illness or other incapacity) to Employee by the Chief Executive Officer or the Chairman business and affairs of the Board Company, Seadrill and all of Directors. Employee acknowledges that his duties may vary Seadrill’s subsidiary companies from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf (each of the Company, Seadrill and such subsidiaries, a “Group Company” and collectively, the “Group Companies”); (ii) perform Executive’s duties and responsibilities to the best of Executive’s abilities in a faithful, diligent, trustworthy, businesslike and efficient manner; (iii) keep the Board fully informed of Executive’s conduct of the business of any Group Company or set salaries for any corporate employee without which Executive is responsible in a prompt and timely manner; (iv) obey all reasonable, lawful and proper directions and requests of the prior approval Board; (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 Board any relevant material business opportunities for any Group Company of Directorswhich Executive becomes aware. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth Executive will not, whether during or outside regular business hours: (i) directly or indirectly be engaged or concerned in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee conduct of any business activity whether as shareholder, employee, director or other person, business, or entity, including self-employment, while t officer (except as a representative of the Company, without Company or with the prior written permission from consent of the Company. Notwithstanding Board, which shall not be unreasonably withheld); or (ii) accept any appointment as director of any company which is not a Group Company without the foregoingprior written consent of the Board, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do which shall not materially interfere with the performance of Employee's duties and responsibilities for the Companybe unreasonably withheld. (e) The Executive shall perform Executive’s duties and responsibilities principally at the office of the Company shall reimburse Employee for reasonable travelin the Houston, lodgingTexas area. Executive may be required to travel and work outside of the Houston, entertainment and Texas area from time to time including at other business expenses incurred by him in connection Group Company locations or client locations, but, unless otherwise agreed with the Company's businessBoard, and Employee shall keep such receipts and maintain such records as Executive will not be required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses live outside of the CompanyHouston, Texas area.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, Employee the Executive shall continue to be employed as the President and Chief Executive Officer of the Company and, when applicable, the Company shall cause the Executive to be reelected as a member of the Board. In his executive capacities, the Executive shall report to the Board of Directors Board. During the Employment Period, the Executive shall have authority to make all executive decisions, plan the strategic direction of the Company, and hire, promote and terminate the employment of all personnel, subject to the direction of the Board. Employee's services will be performed at During the location designated by Employment Period, the Executive shall have such reasonable and customary powers as are generally associated with the positions of President and Chief Executive Officer, including, without limitation, authority to expend capital resources of the Company and shall have, subject to the direction of the Board, authority to fill all management positions. (b) If, during the Employment Period, ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall cease to serve as Chairman of the Board for any reason, the Company shall cause the Executive thereupon to be elected as Chairman of Directorsthe Board in addition to the positions of President and Chief Executive Officer and shall, as Chairman, report directly to the Board. (c) The duties of Employee shall be those assigned to Employee by During the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time Employment Period, and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee agrees that during the Employment Period he Executive shall devote his full principal attention and time during normal business time hours to his the business and affairs of the Company and, to the extent necessary to discharge the responsibilities as described herein and shall perform assigned to the Executive under this Agreement, use the Executive's reasonable best efforts to carry out such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Companyefficiently. Notwithstanding the foregoing, Employee may nothing in this Agreement shall be construed to limit the ability of the Executive from providing services to the entity which holds the Company's gaming operations following the Split Date. It shall not be considered a violation of the foregoing for the Executive to (A) serve on corporate, civic or charitable boards or committees (excluding those which would create a conflict of interest), (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not materially interfere with the performance of Employeethe Executive's duties and responsibilities for as an employee of the CompanyCompany in accordance with this Agreement. (ed) The Company Executive's services shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with be performed primarily at the Company's businessHeadquarters in Beverly Hills, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the CompanyCalifornia.

Position and Duties. (a) Pursuant to During the Bylaws Term, the Executive shall serve as Executive Chairman of the Company and as Chairman and as a member the Company, the 's Board of Directors (the "Board"), in each case with such duties and responsibilities as are customarily assigned to these positions, and such other duties and responsibilities not inconsistent therewith as may from time to time be assigned to him by the Board. During the Term, the Executive shall report to the Board. During the Term, the Chief Executive Officer of the Company has elected Employee as Vice-President and the Discovery Research, Venture Investing, Public Policy, Public Relations, Corporate Strategy, Portfolio Management and Strategic Initiatives functions of the CompanyCompany shall report, directly or indirectly, to the Executive. During the Term, the Company shall cause the Executive to be included in the slate of persons nominated to serve as members of the Board and shall use its best efforts (including, without limitation, the solicitation of proxies) to have the Executive elected and reelected to the Board. (b) During the Employment PeriodTerm, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee agrees that during the Employment Period he Executive shall devote his full business attention and time to his responsibilities as described herein the business and affairs of the Company and shall perform such use all reasonable efforts to carry out his responsibilities faithfully and efficiently and efficiently. However, the Executive may, subject to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t prior approval of the CompanyBoard, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporateup to three for-profit corporate boards and such industry, civic or charitable boards or committees as Executive may determine, so long as such these activities do not materially interfere with the performance of Employeethe Executive's duties and responsibilities for to the Company. For purposes of the immediately preceding sentence, Executive's service on the Boards of Illumina, Inc. and California Healthcare Institute shall be deemed approved by the Board as of the Effective Time. (ec) The Company During the Term, the Executive shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with be based at the Company's businessSan Diego Center of Excellence in the San Diego, and Employee shall keep such receipts and maintain such records as California metropolitan area, except for travel reasonably required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses performance of the CompanyExecutive's duties hereunder.

Position and Duties. (a) Pursuant to 2.1 During the Bylaws Employment Period, the Executive shall serve as Chairman of National Grid USA. The Executive's responsibilities as Chairman of National Grid USA shall include all aspects of the Company's and its subsidiaries' businesses. The Executive shall serve as an employee of the Company with such duties and responsibilities as are customarily assigned to such a position, and such other duties and responsibilities not inconsistent therewith as may from time to time be assigned to him by the Board of Directors of National Grid Group, PLC (Board). As Chairman of National Grid USA, the Company has elected Employee Executive shall report only to the Board. The Executive shall be a member of the Board on the first day of the Employment Period, and the Board shall propose the Executive for re-election to the Board throughout the Employment Period. In addition, and without further compensation, the Executive shall serve as Vice-President an Executive Director of National Grid, subject to ratification of National Grid's shareholders, and shall serve as a director and/or officer of one or more of the Company's other affiliates if so elected or appointed from time to time. (b) 2.2 During the Employment Period, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee agrees that during the Employment Period he Executive shall devote his full reasonable attention and time during normal business time hours to his the business and affairs of National Grid, the Company and its affiliates, as directed by the Board, and, to the extent necessary to discharge the responsibilities as described herein and shall perform assigned to the Executive under this Agreement, use the Executive's reasonable best efforts to carry out such responsibilities faithfully and efficiently and to the best of his abilitiesefficiently. Employee will It shall not work as an employee of any other person, business, or entity, including self-employment, while t be considered a violation of the Company, without prior written permission from foregoing for the Company. Notwithstanding the foregoing, Employee may Executive to serve on corporate, civic industry, civic, or charitable boards or committees or to pursue the Executive's personal, legal and/or financial affairs, so long as such activities do not materially interfere with the performance of Employeethe Executive's duties and responsibilities for as an employee of the CompanyCompany in accordance with this Agreement. (e) 2.3 If at any time during the Employment Period, the Executive believes in furtherance of his duties as a Director of National Grid, that it is necessary and in the best interests of the Company to seek independent financial and/or legal advice pertaining to a Company matter, the Executive may do so at National Grid's expense. The Company Executive shall reimburse Employee for reasonable travel, lodging, entertainment and other notify the Chairman or Secretary of National Grid at the time of taking such action. 2.4 The Executive's principal place of business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by located in Syracuse, New York. If the Chief Company requires the Executive Officer to ensure that such expenses constitute ordinary relocate during the Employment Period to a location more than fifty (50) miles from Syracuse, New York, the Executive may terminate his employment with ten (10) days advance written notice to the Company and necessary business expenses receive the benefits set forth in Section 4.3.4 of the Companythis Agreement.

Position and Duties. (a) Pursuant During the Employment Period, Executive shall serve as the chief executive officer of the Company and, subject to the Bylaws management of the Company, business and affairs of the Company at the direction of the Board of Directors of the Company has elected Employee as Vice(the "Board"), shall have the normal duties, responsibilities and authority of an executive serving in such position, including without limitation the development of short-President and long-term operating plans, the development of operating and capital budgets, the overseeing of Company personnel and the development of compensation proposals and proposals for acquisitions and dispositions. Executive shall have the title Chairman and Chief Executive Officer of the Company, subject to the power of the Board to change such title to President or Chief Executive Officer or some combination thereof. During the Employment Period, Executive shall also serve as a director of the Company for so long as the Board (or a nominating committee of the Board) nominates him to that position and he is elected to it 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 Board. (c) During the Employment Period, Employee Executive shall report devote his best efforts and his full business time and attention (except for permitted vacation periods, reasonable periods of illness or other incapacity, and, provided such activities do not have more than a de minimis effect on Executive's performance of his duties under this Agreement, participation in charitable and civic endeavors and management of Executive's personal investments and business interests) to the Board of Directors business and affairs of the Company, its subsidiaries and affiliates. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee Executive shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that perform his duties may vary from time and responsibilities to time the best of his abilities in a diligent, trustworthy, businesslike and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directorsefficient manner. (d) Excluding periods of vacation Executive shall perform his duties and sick leave to which Employee is entitled as set forth responsibilities principally in Section 3(d) hereofthe Cleveland, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein Ohio metropolitan area, and shall perform such responsibilities faithfully and efficiently and not be required to travel outside that area any more extensively than the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t previous chief executive officer of the Company, without prior written permission from Sal ▇. ▇▇▇▇▇▇, ▇▇s done in the Company. Notwithstanding past in the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with ordinary course of the performance of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant During the Employment Period, the Executive shall serve as the Company's President, Global Banking and Financial Services, with responsibility for international investment management including management of the chief investment officer, Fleet Investment Advisors, institutional investment, institutional sales, retirement products, non-for-profits, regional investment policy, private banking, Columbia Asset Management, internet strategy, Galaxy Funds and Quick & ▇▇▇▇▇▇; large corporation and investment banking, including debt capital markets, specialized industries, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, private equity and multinationals; and foreign exchange, with such additional duties and responsibilities as are customarily assigned to such position, and such other duties and responsibilities not inconsistent therewith as may from time to time be assigned to him by the Bylaws Chief Executive Officer of the Company. During the Employment Period, the Company shall cause the Executive to be included in the slate of persons nominated to serve as directors on the Board of Directors of the Company has (the "Board") and shall use its best efforts (including, without limitation, the solicitation of proxies) to have the Executive elected Employee as Vice-President and reelected to the Board for the duration of the Employment Period. The Executive shall be a member of the Company's Executive Committee at all times during the Employment Period. (b) During the Employment Period, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee agrees that during the Employment Period he Executive shall devote his full reasonable attention and time during normal business time hours to his the business and affairs of the Company and, to the extent necessary to discharge the responsibilities as described herein and shall perform assigned to the Executive under this Agreement, use the Executive's reasonable best efforts to carry out such responsibilities faithfully and efficiently and to the best of his abilitiesefficiently. Employee will It shall not work as an employee of any other person, business, or entity, including self-employment, while t be considered a violation of the Company, without prior written permission from foregoing for the Company. Notwithstanding the foregoing, Employee may Executive to serve on corporate, industry, civic or charitable boards or committees committees, so long as such activities do not materially significantly interfere with the performance of Employeethe Executive's duties responsibilities as an employee of the Company in accordance with this Agreement, provided that the Executive may continue to participate and responsibilities for engage in activities not associated with the CompanyCompany consistent with the Executive's past practices at BKB, including without limitation the activities listed on Exhibit A hereto. (ec) The Company Company's headquarters shall reimburse Employee be located in Boston, Massachusetts, and the Executive shall be based and reside in the general area of Boston, except for reasonable travel, lodging, entertainment and other business expenses incurred by him travel outside the Boston area in connection with the business of the Company to such extent as the Executive shall determine is appropriate, subject to the reasonable approval of the Company with respect to any travel in excess of 100 business days per year. (d) Effective as of the Effective Date, the Company and the Executive shall enter into an agreement concerning the Executive's rights and duties in the event of a "change in control" of the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses which shall be reviewed by the same in form and substance as that of the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the CompanyCompany on the Effective Date (the "Initial CEO"). Any benefits to which the Executive becomes entitled under such agreement shall not be in addition, but shall be reduced by, the Severance Payments, as defined in Section 6.1 of the Prior Agreement and as referred to in Section 5(a)(i)(A).

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (bi) During the Employment Period, Employee Executive shall serve as the Executive Vice President and Chief Operating Officer of the Company and, in so doing, shall report to the Board of Directors Chief Executive Officer of the Company. Employee's services will be performed at Executive shall have supervision and control over, and responsibility for, such management and operational functions of the location designated by the Board of Directors. (c) The duties of Employee shall be those Company currently assigned to Employee such positions, and he shall have such other powers and duties (including holding officer positions with the Company and one or more subsidiaries of the Company) as may from time to time be prescribed by the Chief Executive Officer and/or the Board of Directors or comparable managing body of the Chairman Company (the "Board") and agreed to by Executive, so long as such powers and duties are reasonable and customary for the Executive Vice President and Chief Operating Officer of an enterprise or division comparable to the Company. (ii) During the Employment Period, Executive agrees to serve, if elected to any such positions, as a member of the Board of Directors. Employee acknowledges Buyer and of each subsidiary of Buyer, and as an officer of Buyer and each subsidiary of Buyer; provided, however, that his duties may vary from time Executive is indemnified for serving in any and all such capacities in a manner acceptable to time and he further acknowledges that the Company retains the flexibility and Executive. Executive agrees that he shall not be entitled to assign various types of duties to Employee. Employee does not have the authority to enter into receive any contracts on behalf of the Company or set salaries compensation for any corporate employee without the prior approval serving as a member of the Board or officer of Directorsany other person as provided in this Section 2(a)(ii) other than the compensation to be paid to Executive pursuant to this Agreement or any other written agreement between the Company and Executive. (diii) Excluding During the Employment Period, and excluding any periods of vacation and sick leave to which Employee Executive is entitled as set forth in Section 3(d) hereofentitled, Employee Executive agrees that during the Employment Period he shall to devote his full business time and attention to his the business and affairs of the Company and, to the extent necessary to discharge the responsibilities as described herein and shall assigned to Executive hereunder, to use Executive's reasonable best efforts to perform such responsibilities faithfully faithfully, effectively and efficiently and to such responsibilities. During the best term of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-Executive's employment, while t it shall not be a violation of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may this Agreement for Executive to (1) serve on corporate, civic or charitable boards or committees committees, (2) deliver lectures or fulfill speaking engagements and (3) manage personal investments, so long as such activities do not materially interfere with the performance of EmployeeExecutive's duties and responsibilities for as an employee of the CompanyCompany in accordance with this Agreement. (eiv) The parties expressly acknowledge that any performance of Executive's responsibilities hereunder shall necessitate, and the Company shall reimburse Employee for reasonable travelprovide, lodging, entertainment access to and other business expenses incurred by him the disclosure of Confidential Information (as defined in connection Section 6(a) below) to Executive and that Executive's responsibilities shall include the development of Company's goodwill through Executive's contacts with the Company's businesscustomers and suppliers. Such access to and disclosure of Confidential Information by the Company to Executive, and Employee shall keep such receipts and maintain such records as required development of goodwill by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses on behalf of the Company, shall commence immediately upon the start of the period specified in Section 4(e) of this Agreement.

Position and Duties. (a) Pursuant to During the Bylaws Employment Term (as defined in Section 2 hereof), Executive shall serve as the Chief Executive Officer of the Company. In this capacity, Executive shall have the duties, authorities and responsibilities of Chief Executive Officer as shall be determined by the Board of Directors of the Company has elected Employee as Vice-President of (the Company“Board”), from time to time. (b) During the Employment PeriodTerm, Employee Executive shall report devote all of Executive’s business time, energy, business judgment, knowledge and skill and Executive’s best efforts to the Board performance of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The Executive’s duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from with the Company. Notwithstanding the foregoing, Employee Executive may serve on corporateboards of directors or similar bodies of for-profit and non-profit organizations, civic or charitable boards or committees including those that are industry-related, in each case so long as (i) such activities do not materially unreasonably interfere with the Executive’s performance of Employee's Executive’s responsibilities and duties and responsibilities for or create an actual or potential conflict of interest with the Company, and (ii) so long as Executive complies with the Company’s Corporate Governance Guidelines, which require that directors must obtain approval from the Chairman of the Board and the chairperson of the Nominating and Governance Committee in advance of accepting an invitation to serve on the board of another for- profit organization, with the understanding that such approval shall not be unreasonably withheld. (ec) Executive’s principal place of employment shall be in Bowling Green, Kentucky, or such other headquarters office as the Company may designate from time to time. Executive will have the opportunity to work remotely as permitted by Executive’s duties. Further Executive understands and agrees that Executive will be required to spend sufficient time at the Company’s offices and elsewhere to effectively perform Executive’s duties and responsibilities, and that Executive may be required to travel from time to time for business reasons. (d) Executive will relocate to the Bowling Green, Kentucky area (inclusive of the Nashville metropolitan area) as soon as practicable but no later than twelve (12) months after the Effective Date as defined in Section 2. The Company shall agrees to reimburse Employee Executive the reasonable Relocation Expenses up to a cap in the aggregate amount of $150,000, which will be grossed up for taxes. “Relocation Expenses” means the following costs, in a reasonable travelamount, lodging, entertainment and other business expenses incurred by him Executive in connection with the Company's businessrelocation to the Bowling Green area: packaging and transportation of household goods and personal belongings; expenses associated with one house- hunting trip (inclusive of airfare, hotel, rental vehicle, and Employee shall keep such meals); customary closing costs associated with the sale of an existing residence and/or purchase of a new residence; and the cost of temporary housing of up to $2,000 per month for a period not to exceed 12 months from the Effective Date. Such Relocation Expenses will be paid to Executive within a reasonable time of Executive’s request for reimbursement accompanied by receipts or other evidence of payment and maintain such records any other documentation as may be required by the Company’s policies. If Executive fails to report for employment or if following employment is terminated for the commission of acts of dishonesty or immorality affecting Executive’s employment, Executive agrees to reimburse the Company policyfor 100% of such expenses which have been paid to Executive, or for which the Company is responsible, if such termination of employment occurs within twelve months following commencement of employment, and at a rate of 50% thereof if such termination of employment occurs within twenty-four months following commencement of employment but following the initial twelve months following commencement of employment. All requests for reimbursement Reimbursement of reasonable business expenses the Relocation Expenses shall be reviewed subject to all applicable payroll tax withholdings. The Company shall also pay Executive such amounts as are necessary to compensate Executive for any additional out-of-pocket federal, state, and local income taxes incurred by Executive with respect to any compensation attributed to Executive for the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Companyreimbursements provided under this Section 1(d).

Position and Duties. (a) Pursuant to the Bylaws The Executive shall serve as Vice Chairman and Chief Financial Officer of the Company, reporting to the Chief Executive Officer and the Board of Directors of the Company has elected Employee (the "Board"), with such duties and responsibilities as Vice-President are customarily assigned to such position, and such other duties and responsibilities not inconsistent therewith as may be assigned to the Executive from time to time by the Company. In addition, pursuant to the Services Agreement by and among the Company, Maxxim Medical Group, Circon Holdings Corp. ("Circon Holdings") and Circon Corporation, the Executive during the Employment Period and any extensions thereto in accordance with this Agreement, to the extent so requested by the Company, shall perform services for Circon Holdings and its subsidiaries (including, without limitation, serving as Vice Chairman and Chief Financial Officer of Circon Holdings). The Executive shall become a member of the CompanyBoard and serve as Vice Chairman of the Board and become a member of the Board of Directors of Circon Holdings during the Employment Period. (b) During the Employment Period, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee agrees that during the Employment Period he Executive shall devote his full business time and efforts to the business and affairs of the Company and Circon Holdings and its subsidiaries to the extent requested by the Company and use his responsibilities as described herein and shall perform best efforts to carry out such responsibilities faithfully and efficiently efficiently. During the Employment Period, the Executive shall not be engaged in any (other business activity other than with respect to (i) his duties and responsibilities to Circon Holdings and (ii) the Executive's service as a non-executive director on those outside Board of Directors set forth on Annex A attached hereto) without the prior written consent of the Company except for time spent in managing his personal, financial and legal affairs, in each case only if, and to the best of his abilities. Employee will not work as an employee of any other personextent that, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employeethe Executive's duties and responsibilities for the Companyhereunder. (ec) The Company Executive's services shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with be performed at the Company's businessClearwater headquarters subject to such business travel as may be required from time to time, and Employee shall keep or such receipts and maintain such records other headquarters location as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the CompanyBoard shall, in its discretion, determine.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (bi) During the Employment Period, Employee Executive shall serve as the President and Chief Executive Officer of the Company and shall have the normal duties, responsibilities and authority of the President and Chief Executive Officer, including, without limitation, control of all aspects of the daily operations of the Company, subject to the power of the Company's Board of Directors (the "Board") to expand or limit such duties, responsibilities and authority and to override actions of the President and Chief Executive Officer. It is the intention of the parties that Executive shall be elected to and serve as a member of the Board during the Employment Period. For purposes of this Agreement, if a Sale of the Company shall occur in which another corporation ("X Co."), either directly or through a subsidiary, shall become the parent, or the "ultimate" parent of the Company, as the case may be, then any references in this Agreement to "Parent" shall mean X Co., either as the direct owner of the Company or the ultimate owner through such subsidiary. If a Sale of the Company involves an acquisition of the Company by a Parent, it is the intention of the parties that in addition to the positions of President and Chief Executive Officer of the Company, Executive shall be appointed an officer of the Parent. (ii) Executive shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief and Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and attention to the best business and affairs of his abilities. Employee will not work as an employee of any other personthe Company and its subsidiaries, business, or entity, including self-employment, while t provided that after a Sale of the Company, without prior written permission Executive shall report directly to the Chief Executive Officer (the "CEO") of the Parent. Anything herein to the contrary notwithstanding, nothing shall preclude Executive from (A) serving on the Company. Notwithstanding boards of directors of a reasonable number of other corporations (as disclosed to and approved by the foregoingBoard) or the boards of a reasonable number of trade associations and/or charitable organizations, Employee may serve on corporate(B) engaging in charitable activities and community affairs, civic or charitable boards or committees so long as and (C) managing his personal investments and affairs, provided that such activities do not materially interfere with the proper performance of Employee's his duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with as the Company's business, President and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the CompanyOfficer.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (bi) During the Employment Period, Employee the Executive shall serve as Chief Financial Officer of the Company and the Principal Financial Officer and the Principal Accounting Officer of the Company, and in such other position or positions with the Company and its subsidiaries as are consistent with the Executive’s position as Chief Financial Officer of the Company and the Principal Financial Officer and the Principal Accounting Officer of the ​ Company, and shall have such duties and responsibilities as are assigned to the Executive by the Board consistent with the Executive’s position as Chief Financial Officer of the Company and the Principal Financial Officer and the Principal Accounting Officer of the Company. The Executive shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of DirectorsCompany (the “CEO”). Employee acknowledges that his duties may vary The Executive shall work remotely from both the Executive’s home office and as reasonably requested from time to time at the Company’s principal executive offices and he further acknowledges that such other locations as needed or reasonably requested from time to time by the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of DirectorsCEO. (dii) Excluding During the Employment Period, and excluding any periods of vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee the Executive agrees that to devote reasonable attention and time during the Employment Period he shall devote his full normal business hours and on a full-time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and basis to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t business and affairs of the Company, without prior written permission from to discharge the Companyresponsibilities assigned to the Executive hereunder, and to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. Notwithstanding During the foregoing, Employee may Employment Period it shall not be a violation of this Agreement for the Executive to (A) be employed by the Company or any of its subsidiaries or Affiliates (as defined below); (B) serve on corporate, civic or charitable boards, committees, or advisory boards; (C) deliver lectures, fulfill speaking engagements or teach at educational institutions; (D) manage personal investments; (E) serve on the boards of directors of not-for-profit organizations; or committees (F) serve on the boards of directors of the corporate entities on which the Executive currently serves, so long as such entities are not Competitors (as defined below) and such activities do not materially significantly interfere with the performance of Employee's duties and the Executive’s responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses an employee of the CompanyCompany in accordance with this Agreement.

Position and Duties. (a) Pursuant to During the Bylaws Employment Period, Executive shall serve as Executive Vice President and Chief Operating Officer of the Company. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its affiliates (the “Company Group”) as are consistent with Executive’s position and the by-laws of the Company and as the Chief Executive Officer (“CEO”) may from time to time reasonably direct. Executive shall also serve for no additional compensation or remuneration as an officer or director of such subsidiaries of the Company as may from time to time be designated by the CEO or the Board of Directors of the Company has elected Employee as Vice-President of (the Company“Board”). (b) During the Employment Period, Employee Executive shall report to the Board CEO and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of Directors illness or other incapacity) to the business and affairs of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee Executive shall be those assigned perform his duties, responsibilities and functions to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and hereunder to the best of his abilitiesabilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s policies and procedures in all material respects. Employee will 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 work serve as an employee of officer or director of, or otherwise perform services for compensation for, any other person, business, or entity, including self-employment, while t entity without the prior written consent of the Company, without prior written permission from the CompanyBoard which shall not be unreasonably withheld. Notwithstanding the foregoing, Employee Executive may serve on corporateas an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic or charitable boards or committees organizations so long as such activities do not materially interfere with the Executive’s regular performance of Employee's duties and responsibilities for the Company. hereunder in any material respect. Nothing contained herein shall preclude Executive from (ei) The Company 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 reimburse Employee for reasonable travelnot have any ownership interest (of record or beneficial) in any firm, lodgingcorporation, entertainment and partnership, proprietorship or other business expenses incurred by him in connection that competes directly with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests ’s ▇▇▇▇▇▇▇-Tropsch business except for reimbursement (x) an investment of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses not more than 1.0% of the Companyoutstanding securities of a company traded on a public securities exchange or (y) investments made through public mutual funds.

Position and Duties. (a) Pursuant to During the Bylaws Employment Period, the Executive shall be employed as General Counsel of the Company, Company and shall have overall responsibility for all legal matters affecting the Company or its subsidiaries and shall have such duties and responsibilities as are customarily assigned to individuals serving in such positions and such other duties consistent with Executive's titles and positions as the Board of Directors of the Company has elected Employee as Vice-President of (the "BOARD") or the Company. (b) 's Chief Executive Officer specifies from time to time including, but not limited to, supervising all attorneys employed by the company or any of its subsidiaries, and selecting and overseeing any outside counsel retained by the Company or any of its subsidiaries. The Executive shall also be given a reasonable opportunity to review any press releases and regulatory filings to be issued or filed by the Company. The Executive, in carrying out his duties under this Agreement, shall report and be subject to the Chief Executive Officer and the Board of Directors. During the Employment Period, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation vacation, holiday, personal leave and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee agrees that during the Employment Period he Executive shall devote his the Executive's full business time time, attention and ability to his responsibilities as described herein the business and affairs of the Company and shall perform such use the Executive's reasonable best efforts to carry out the Executive's responsibilities faithfully and efficiently and to the best of his abilitiesin a professional manner. Employee will It shall not work as an employee of any other person, business, or entity, including self-employment, while t be considered a violation of the Company, without prior written permission from foregoing for the Company. Notwithstanding the foregoing, Employee may Executive to (I) serve on corporate, corporate or civic boards reasonably approved by the Company or on charitable boards or committees committees, (II) deliver lectures or fulfill speaking engagements and (III) manage his or his family's personal investments, in each case so long as such activities do not materially substantially interfere with the performance of Employeethe Executive's duties and responsibilities for as an employee of the Company in accordance with this Agreement, do not violate the Company's rules and policies (or present a material conflict of interest with the Company) and do not otherwise constitute a violation of Section 6 of this Agreement. The Executive shall comply with the rules and policies of the Company that are generally applicable to the Company's senior executives. (eb) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the CompanyExecutive's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses primary office shall be reviewed by located in the Chief Executive Officer to ensure metropolitan Miami, Florida area (it being understood that such expenses constitute ordinary and necessary business expenses of the CompanyExecutive's position will require substantial travel).

Position and Duties. (a) Pursuant to During the Bylaws Term, the Executive shall serve as the Chairman (the "Chairman") of the Company, the Board of Directors of the Company has elected Employee (the "Board") and as Vice-President of the Company. (b) During the Employment Period, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his Company with such duties and responsibilities as are customarily assigned to such positions, and such other duties and responsibilities not inconsistent therewith as may vary from time to time and he further acknowledges that be assigned to him by the Board. During the Term, the Company retains shall cause the flexibility Executive to assign various types be included in the slate of duties persons nominated to Employee. Employee does not serve as directors on the Board and shall use its best efforts to have the authority Executive elected and reelected to enter into any contracts on behalf of the Company Board and continue to serve as Chairman. If the Executive is not elected or set salaries for any corporate employee without the prior approval reelected as a member of the Board of Directorsit shall not constitute Good Reason under Paragraph 4(c) hereunder. (d1) Excluding During the Term, and excluding any periods of vacation and sick leave to which Employee the Executive is entitled entitled, and except as set forth in Section 3(d) hereofmay be otherwise authorized by the Board, Employee agrees that during the Employment Period he Executive shall devote substantially all of his full attention and time during business time hours to his responsibilities as described herein the business and affairs of the Company and shall perform carry out such responsibilities faithfully and efficiently and to the best of his abilitiesefficiently. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee The Executive may serve on corporate, industry, civic or charitable boards or committees and committees, so long as the Executive secures the prior written consent of the Board to engage in such activities, which consent will not be unreasonably withheld, and EXHIBIT A attached hereto contains a list of such current activities do not materially interfere which are all hereby approved. (2) Other than for periods spent traveling in connection with the performance of Employeethe Executive's duties and responsibilities for hereunder, the Company. (e) The Executive shall be based in Columbia, South Carolina. During the Term, the Company shall reimburse Employee for reasonable travel, lodging, entertainment provide the Executive with an executive apartment in the Columbia area (which shall be reasonably acceptable to Executive) and other business shall pay the customary temporary living expenses incurred by him in connection (including all transportation costs) associated with the CompanyExecutive's business, stay in the Columbia area. The aggregate cost to the Company shall not exceed $3,500 per month for living expenses plus $25,000 per year for taxation on transportation. The Executive shall provide the Company with acceptable documentation substantiating such living expenses and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Companytax costs.

Position and Duties. (a) Pursuant During the Employment Period, Executive shall serve as the Chief Executive Officer of the Company and shall have the normal duties, responsibilities, functions and authority of the Chief Executive Officer, subject to the Bylaws 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 shall render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s positions as the Board may from time to time direct. With respect to all regular elections of directors so long as Executive remains as the Chief Executive Officer of the Company, the Board of Directors Parent shall nominate, and use its reasonable efforts to cause the election of, Executive to serve as a member of the Company has elected Employee Parent Board (as Vice-President defined in Paragraph 10(b)). Upon Executive ceasing to be the Chief Executive Officer of the Company, Executive shall, at the Parent’s or the Parent Board’s request, resign as a director of the Parent and its Subsidiaries, as the case may be. (b) During the Employment Period, Employee Executive shall report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of Directors illness or other incapacity) to the business and affairs of the Company and its Subsidiaries; provided that Executive shall be permitted to serve on the boards of non-profit entities and the corporate boards set forth on Exhibit B hereto so long as such participation is consistent with past practice and does not interfere with Executive’s responsibilities and obligations as Chief Executive Officer of the Company. Employee's services will be performed at Executive shall perform his duties, responsibilities and functions to the location designated Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner 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 Board Company, Executive shall not, without the prior written consent of Directorsthe Board, accept other employment or perform other services for compensation. (c) The duties of Employee It is understood that Executive shall be those assigned to Employee undertake such business travel as reasonably required by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that Company to perform his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directorsresponsibilities. (d) Excluding periods For purposes of vacation and sick leave this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t elect a majority of the Companyboard of directors or other governing body are, at the time of determination, owned by Parent, directly or through one of more Subsidiaries (including, without prior written permission from limitation, the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Company). (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant to the Bylaws The Executive shall serve as Chairman of the Company, the Board of Directors and Chief Executive Officer and as a director of the Company has elected Employee as Vice-President of and shall report directly to the Company. (b) Board. During the Employment Period, Employee shall report subject to the supervisory powers of the Board, the Executive shall have those powers and duties consistent with his position as Chairman of the Board and Chief Executive Officer, which powers shall in all cases include, without limitation, the power of Directors supervision and control over and responsibility for the general management and operation of the Company. Employee's services will be performed at The Executive agrees to devote substantially all his working time, attention and energies to the location designated by the Board performance of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding It shall not be a violation of this Agreement for the foregoing, Employee may Executive to (i) serve on corporate, civic or charitable boards or committees committees, (ii) give speeches and make media appearances to discuss matters of public interest and (iii) manage his personal investments, so long as such activities do not materially unreasonably interfere with the performance of Employeethe Executive's duties responsibilities as an officer of the Company in accordance with this Agreement. It is understood that the Executive has made a commitment to appear in various cities in the United States in connection with a book entitled Mean Business, of which he is a co-author, and responsibilities it shall not be a violation of this Agreement for the Company. Executive to make such appearances (e) the expenses relating to such appearances to be borne by the Executive). The Company shall reimburse Employee nominate the Executive as a director of the Company and shall use its best efforts to have the Executive elected and reelected to the Board for reasonable travelthe duration of the Employment Period. The Company shall also use its best efforts to cause three individuals, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed designated by the Chief Executive Officer to ensure that such expenses constitute ordinary be elected and necessary business expenses reelected as directors of the CompanyCompany for the duration of the Employment Period. In the event that any of such individuals fails to qualify or be elected (or, having been elected, resigns, is removed or fails to be re-elected) during the Employment Period, the Executive shall designate a successor reasonably acceptable to the Board and the Company shall nominate such person as a director and shall use its best efforts to cause such person to be elected and reelected.

Position and Duties. (a) Pursuant During the Employment Period, Executive shall serve as the chief operating officer of the Company and shall have the normal duties, responsibilities and authority of an executive serving in such position, subject to the Bylaws power of the Company, the Board of Directors of the Company has (the "Board") or the Chairman and Chief Executive Officer of the Company to expand or limit such duties, responsibilities and authority, either generally or in specific instances. Executive shall have the title President of the Company, subject to the 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 Employee to it, and as Vice-President 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 Chairman and Chief Executive Officer of the Company. (bc) During the Employment Period, Employee Executive shall report devote his best efforts and his full business time and attention (except for permitted vacation periods, reasonable periods of illness or other incapacity, and, provided such activities do not have more than a de minimis effect on Executive's performance of his duties under this Agreement, participation in charitable and civic endeavors and management of Executive's personal investments and business interests) to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time business and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf affairs of the Company and the business and affairs of any subsidiary or set salaries for any corporate employee without affiliate. Executive shall perform his duties and responsibilities to the prior approval best of the Board of Directorshis abilities in a diligent, trustworthy, businesslike and efficient manner. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and Executive shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for principally in the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's businessCleveland metropolitan area, and Employee shall keep such receipts and maintain such records as not be required by Company policy. All requests for reimbursement to travel outside that area any more extensively than he has done in the past in the ordinary course of reasonable the business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, Employee Executive shall serve as Chairman of the Company's Board of Directors (the "Board") and shall have the normal duties, responsibilities and authority attendant to such position, subject to the power of the Board to expand or limit such duties, responsibilities and authority. The Executive shall also serve as the Chief Executive Officer of the Company until such time as his replacement is elected by the Board. (b) Executive shall report to the Board of Directors of the Company. EmployeeBoard, and Executive shall devote Executive's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to best efforts and Executive's full business time and he further acknowledges that attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf business and affairs of the Company or set salaries for any corporate employee without and its Subsidiaries; PROVIDED Executive shall, with the prior written approval of the Board of Directors. Board, be allowed to serve as (di) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee a director or officer of any other personnon-profit organization including trade, businesscivic, educational or charitable organizations, or entity, including self-employment, while t (ii) a director of any corporation which is not competing with the Company, without prior written permission from Company or any of its Subsidiaries in the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees office product and office supply industry so long as such activities duties do not materially interfere with the performance of EmployeeExecutive's duties or responsibilities under this Agreement. Executive shall perform Executive's duties and responsibilities for under this Agreement to the Companybest of Executive's abilities in a diligent, trustworthy, businesslike and efficient manner. (ec) The Company Executive shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him be based at or in connection with the vicinity of the Company's businessheadquarters ~ may be required to travel as necessary to perform Executive's duties and responsibilities under this Agreement. (d) For purposes of this Agreement, and Employee "SUBSIDIARIES" shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement mean any corporation of reasonable business expenses shall be reviewed which the securities having a majority of the voting power in electing directors are, at the time of determination, owned by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses Company, directly or through one of the Companymore Subsidiaries.

Position and Duties. (a) Pursuant to During the Bylaws of Employment Period, Executive shall serve as the Company, the Board of Directors Chief Executive Officer (“CEO”) of the Company has elected Employee and shall have the normal duties, responsibilities, functions and authorities customarily exercised by the CEO of a company of similar size and nature as Vicethe Company. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its affiliates (the “Company Group”) as are consistent with Executive’s position and the by-President laws of the CompanyCompany and as the board of directors of the Company (the “Board”) may from time to time reasonably direct. Executive shall also serve for no additional compensation or remuneration as an officer or director of such subsidiaries of the Company as may from time to time be designated by the Board. (b) During the Employment Period, Employee Executive shall report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of Directors illness or other incapacity) to the business and affairs of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee Executive shall be those assigned perform his duties, responsibilities and functions to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and hereunder to the best of his abilitiesabilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s policies and procedures in all material respects. Employee will 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 work serve as an employee of officer or director of, or otherwise perform services for compensation for, any other person, business, or entity, including self-employment, while t entity without the prior written consent of the CompanyBoard which shall not be unreasonably withheld; provided, without prior written permission from however, that the Company. Notwithstanding Board hereby consents to Executive’s service on and after the foregoing, Employee Closing Date as a director of each of the corporations listed on Exhibit A. Executive may serve on corporateas an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic or charitable boards or committees organizations so long as such activities do not materially interfere with the Executive’s regular performance of Employee's duties and responsibilities for the Company. hereunder. Nothing contained herein shall preclude Executive from (ei) The Company shall reimburse Employee for reasonable travelengaging in charitable and community activities, lodging(ii) participating in industry and trade organization activities, entertainment (iii) managing his and other business expenses incurred by him in connection 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 Company's business, regular performance of his duties and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Companyresponsibilities under this Agreement.

Position and Duties. (a) Pursuant During the Employment Period, Executive shall serve as Chief Financial Officer of BHI and the Company and shall have the normal duties, responsibilities and authority of an executive serving in such position, subject to the Bylaws power of the Chief Executive Officer of BHI to provide oversight and direction with respect to such duties, responsibilities and authority, either generally or in specific instances. (b) The Board of Directors of the Company shall take such action as may be necessary to appoint or elect Executive as a member of the Board of Directors of the Company as of the Effective Date. Thereafter, during Executive’s employment with the Company, the Board of Directors of the Company has elected Employee shall nominate Executive for re-election as Vice-President a member of the CompanyBoard of Directors of the Company at the expiration of Executive’s then-current term. Executive shall serve as a member of the Board of Directors of the Company and as an officer and director of any of BHI’s other subsidiaries without any compensation in addition to the compensation provided for in this Agreement. (bc) During the Employment Period, Employee Executive shall devote Executive’s reasonable best efforts and Executive’s full professional time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of BHI and the Company and its respective subsidiaries and affiliates. Executive shall perform Executive’s duties and responsibilities to the best of Executive’s abilities in a diligent, trustworthy and business-like manner. However, Executive may continue to serve as a member of the board of directors of the non-profit corporations on which she serves on the Effective Date and may become a member of the board of directors of any other non-profit corporations. (d) Executive shall perform Executive’s duties and responsibilities from the Company’s headquarters office as located on the Effective Date in the Atlanta, Georgia metropolitan area (the “Principal Office”). (e) Executive as the Chief Financial Officer of BHI shall report to the Chief Executive Officer of BHI; provided, however, consistent with such reporting relationships, Executive, to the extent required by applicable law or regulation or to the extent required by professional responsibility, nevertheless may provide information directly to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of DirectorsBHI. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant to During the Bylaws Term, the Executive shall serve as the Chief Executive Officer of the Company and as a member the Company, the 's Board of Directors (the "Board"), in each case with such duties and responsibilities as are customarily assigned to these positions, and such other duties and responsibilities not inconsistent therewith as may from time to time be assigned to him by the Board. During the Term, the Executive shall report to the Chairman of the Board (the "Chairman"), and except as set forth in the next succeeding sentence, all Company functions shall report, directly or indirectly, to the Executive, including: Commercial Operations and Technical Operations, Product Development and Clinical Research, Program Management and Regulatory Affairs, Business Development, Information Technology, Investor Relations, Finance, Human Resources, Legal and Governmental Affairs. Notwithstanding the foregoing, the Discovery Research, Venture Investing, Public Policy and Public Relations, Corporate Strategy and Portfolio Management and Strategic Initiatives functions of the Company has elected Employee shall instead report, directly or indirectly, to the Chairman. During the Term, the Company shall cause the Executive to be included in the slate of persons nominated to serve as Vice-President members of the CompanyBoard and shall use its best efforts (including, without limitation, the solicitation of proxies) to have the Executive elected and reelected to the Board. (b) During the Employment PeriodTerm, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee agrees that during the Employment Period he Executive shall devote his full business attention and time to his responsibilities as described herein the business and affairs of the Company and shall perform such use all reasonable efforts to carry out his responsibilities faithfully and efficiently and efficiently. However, the Executive may, subject to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t prior approval of the CompanyBoard, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporateup to three for-profit corporate boards and such industry, civic or charitable boards or committees as Executive may determine, so long as such these activities do not materially interfere with the performance of Employeethe Executive's duties and responsibilities for to the Company. For purposes of the immediately preceding sentence, the Executive's service on the Boards of Rensselaer Polytechnic Institute, the Biotechnology Industry Organization, the Pharmaceutical Research and Manufacturers of America and as Co-Chair of Cambridge Family and Children's Service Capital Campaign Steering Committee shall be deemed approved by the Board as of the Effective Time. (ec) The Company During the Term, the Executive shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with be based at the Company's businessprincipal executive offices in the Boston, and Employee shall keep such receipts and maintain such records as Massachusetts metropolitan area, except for travel reasonably required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses performance of the CompanyExecutive's duties hereunder.

Position and Duties. (a) Pursuant to During the Bylaws Term, Employee shall serve as Chief Executive Officer and a Director of the Company, the Board of Directors of the Company has elected Employee perform such duties as Vice-President of the Company. (b) During the Employment Period, Employee shall are consistent with his position and report to the Board of Directors of the Company. Employee's services will be performed at During the location designated by Term, Employee shall also hold such additional positions and titles as the Board of Directors. Directors of the Company (cthe “Board”) The duties of may determine from time to time. During the Term, Employee shall be those assigned devote as much time as is necessary to Employee by satisfactorily perform his duties as the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding Without limitation of the foregoing, the Company hereby acknowledges that it consents to Employee’s participation in those outside activities described on Exhibit A hereto. Employee may serve on corporate, engage in any civic or charitable boards or committees and not-for-profit activities so long as such activities do not materially interfere with the performance of Employee's his duties and responsibilities for hereunder or present a conflict of interest with the Company. (e) . During the Term of this Agreement, Employee agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known by the Employee to be adverse or antagonistic to the Company, its business or prospects, its financial position, or otherwise or in any company, person or entity that is, directly or indirectly, in competition with the business of the Company or any of its affiliates. The Company shall reimburse nominate Employee, and use its best efforts to have Employee for reasonable travelelected, lodgingto the Board of Directors of the Company (the “Board”) throughout the Term of this Agreement and, entertainment subject to the fiduciary duties of the Board and other business expenses incurred by the Nominating Committee to act in the best interests of the stockholders, shall include him in connection with the Company's businessmanagement slate for election as a director at every stockholders meeting during the Term at which his term as a director would otherwise expire. Employee agrees to accept election, and Employee shall keep such receipts and maintain such records to serve during the Term, as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses director of the Company. On termination of Employee’s employment, regardless of the reason for such termination, Employee shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that Employee may hold in the Company or any affiliate, unless otherwise agreed in writing by the parties.

Position and Duties. (a) Pursuant to As of the Bylaws Commencement Date, the Executive shall serve as Executive Vice President and General Counsel of the Company, in which capacity the Board Executive shall perform the usual and customary duties of Directors such offices, which shall be those normally inherent in such capacities in companies of similar size and character as the Company Group. The Executive shall report to the President and Chief Executive Officer of the Company. The Executive shall, if requested, also serve as an officer or director of any member of the Company has elected Employee Group for no additional compensation. When reasonably requested by the President and Chief Executive Officer, the Executive shall also be required to perform the usual and customary duties of any executive with the title of Executive Vice President with companies of similar size and character as Vice-President the Company Group, whether or not such duties are within the scope of the Executive’s duties on the Commencement Date. The Executive agrees and acknowledges that, in connection with the Executive’s employment relationship with the Company, the Executive owes fiduciary duties to the Company Group and will act accordingly. (b) During the Employment Period, Employee shall report the Executive agrees to devote substantially the Executive’s full time, attention and energies to the Company Group’s business and agrees to faithfully and diligently endeavor to the best of the Executive’s ability to further the best interests of the Company Group. The Executive shall not engage in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage. Subject to the covenants of Section 9 hereof, this shall not be construed as preventing the Executive from investing the Executive’s own assets in such form or manner as will not require the Executive’s services in the daily operations of the affairs of the companies in which such investments are made. Further, subject to the covenants of Section 9 hereof, the Executive may serve as a director of other companies, if such service is approved by the Parent’s Board of Directors Managers or, if and when applicable, the equivalent ultimate governing authority of the Company. Employee's services will be performed at Company Group (the location designated by “Board”), so long as such service is not detrimental to the Board Company Group, does not interfere with the Executive’s service to the Company Group, and does not present the Executive with a conflict of Directorsinterest. (c) In keeping with the Executive’s fiduciary duties to the Company Group, the Executive agrees that the Executive shall not, directly or indirectly, become involved in any conflict of interest or, upon discovery thereof, allow such a conflict of interest to continue. The duties of Employee Executive agrees that the Executive shall be those assigned promptly disclose to Employee by the Chief Executive Officer or the Chairman of the Board any facts which might involve any reasonable possibility of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types a conflict of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company interest, or set salaries for any corporate employee without the prior approval of the Board of Directorsbe perceived as such. (d) Excluding periods Circumstances in which a conflict of vacation interest on the part of the Executive would or might arise, and sick leave which should be reported immediately by the Executive to the Board, include, but are not limited to, the following: (i) ownership of a material interest in, acting in any capacity for, or accepting directly or indirectly any payments, services or loans from a supplier, contractor, subcontractor, customer or other entity with which the Company Group does business; (ii) misuse of information or facilities to which Employee is entitled the Executive has access in a manner which will be detrimental to the Company Group’s interest; (iii) disclosure or other misuse of Confidential Information (as set forth defined in Section 3(d9(a) hereof); (iv) acquiring or trading in, Employee agrees that during directly or indirectly, other properties or interests connected with the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and design, manufacture or marketing of products or services designed, manufactured or marketed by the Company Group; (v) the appropriation to the best of his abilities. Employee will not work as an employee Executive or the diversion to others, directly or indirectly, of any opportunity in which it is known or could reasonably be anticipated that the Company Group would be interested; (vi) the ownership, directly or indirectly, of a material interest in an enterprise in competition with the Company Group or acting as a director, officer, partner, consultant, employee or agent of any enterprise which is in competition with the Company Group; and (vii) if not otherwise listed in this provision, any other person, business, or entity, including self-employment, while t circumstances that would create a conflict of interest under the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance ’s Ethics and Code of Employee's duties Conduct Policy and responsibilities for the Companyany successors thereto. (e) The Further, the Executive covenants, warrants and represents that the Executive shall: (i) devote the Executive’s full and best efforts to the fulfillment of the Executive’s employment obligations hereunder; (ii) exercise the highest degree of fiduciary loyalty and care and the highest standards of conduct in the performance of the Executive’s duties hereunder; and (iii) endeavor to prevent any harm, in any way, to the business or reputation of the Company Group. (f) For purposes of this Section 2, the determination of whether any matter or transaction constitutes a conflict of interest hereunder shall reimburse Employee for be made solely by the Board in its reasonable traveldiscretion; provided, lodging, entertainment and other business expenses incurred that any matter or transaction that is permitted by him or otherwise in connection compliance with the Company's businessterms and conditions of all applicable ethics, conflict of interest or similar written policies of the Company Group in effect at the time of such determination shall not be a conflict of interest hereunder. The determination of whether any matter or transaction is permitted by or otherwise in compliance with the terms and Employee shall keep conditions of such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses policies shall be reviewed made solely by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the CompanyBoard in its reasonable discretion.

Position and Duties. (ai) Pursuant to During the Bylaws Employment Period, (A) the Executive shall serve as the President and Chief Executive Officer of the Company, which shall comprise all of Regions' brokerage, trust, asset management, investment banking, capital market activities, and, in addition, all other activities of the type conducted by the Company as of the Effective Date (the "Business"), with such authority, duties and responsibilities as are commensurate with and as may be consistent with such positions and titles. The definition above of the Business is intended to be descriptive of the types of activities (e.g. brokerage) that are being conducted by the Company as of the Effective Date, and shall be so interpreted. During the Employment Period the Executive shall report directly to the Chairman of the Board of Directors of Regions, so long as either ▇▇▇▇▇▇▇ ▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇ holds that position, and thereafter the Executive shall report directly to the Chief Executive Officer. The Executive's principal place of employment shall be in Memphis, Tennessee and cannot change without the Executive's consent. If the current Chairman of the Board of Directors of the Company has elected Employee as Vice-President of ceases to be the Company. (b) During Chairman for any reason during the Employment Period, Employee the Executive shall report to assume the additional title of Chairman of the Board of Directors of the Company. Employee's services will For the purpose of this Section, the term "Regions" shall include any entity controlled by, controlling or under common control with Regions. Notwithstanding the above, it shall not be performed at a breach of this Agreement for Regions to change the location designated by name or form of business entity of the Board of DirectorsCompany, provided that the Executive retains responsibilities, positions and titles that are equivalent with respect to the Business. (cii) The duties of Employee shall be those assigned to Employee by During the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time Employment Period, and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee the Executive is entitled as set forth entitled, the Executive agrees to devote substantially all of his attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. The Executive may not engage, directly or indirectly, in Section 3(d) hereofany other business or investment activity that materially interferes with the Executive's performance of his duties hereunder, Employee agrees that during is contrary to the business interests of the Company or any of its affiliates, or requires any significant portion of Executive's business time. During the Employment Period he it shall devote his full business time not be a violation of this Agreement for the Executive to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may (A) serve on corporate, civic or charitable boards or committees committees, and, subject to the approval of the Company's Board of Directors, on corporate boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (C) manage personal investments, so long as such activities do not materially significantly interfere with the performance of Employeethe Executive's duties responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date of this Agreement, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities for to the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, Employee the Executive shall serve 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 of the Company (the "Board") and the powers delegated to the Executive's superiors (if any) by the Board. (b) The Executive shall report to the Board Board, and the Executive shall devote his best efforts and substantially all of Directors his business time, attention and energies (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the CompanyCompany and its Subsidiaries (as defined below). Employee's services will be performed The Executive 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 may serve as a member of the boards of directors of non-profit or charitable organizations so long as the Executive shall at the location designated by the Board of Directorsall times adequately fulfill his obligations pursuant to this Section 2(b). (c) The duties For purposes of Employee this Agreement, (i) "Subsidiaries" shall be those assigned to Employee by mean any corporation, partnership, limited liability company or similar business organization of which the Chief Executive Officer securities having a majority of the voting power in electing directors or the Chairman comparable governing body or Person are, at the time of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereofdetermination, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of owned by the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic directly or charitable boards through one or committees so long as such activities do not materially interfere with the performance of Employee's duties more Subsidiaries; and responsibilities for the Company. (eii) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses "Person" shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary construed broadly and necessary business expenses of the Companyshall 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) Pursuant During the Employment Period, Executive shall serve as the chief executive officer of the Pittway Security Group of the Company or any successor to such Group, in each case as constituted from time to time (the "Group"), and shall have the normal duties, responsibilities and authority of an executive serving in such position, subject to the Bylaws power of the Company, the Board of Directors of the Company (the "Board") or the President of the Company to expand or limit such duties, responsibilities and authority, either generally or in specific instances. Executive shall have the title Chairman and Chief Executive Officer of the Group, subject to the power of the Board or the President of the Company 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 (or other entity in which the Company has an investment) designated by the Board for so long as the Board causes him to be elected Employee as Vice-to such position. (b) Executive shall report to the President of the Company. (bc) During the Employment Period, Employee Executive shall report devote his best efforts and his full business time and attention (except for permitted vacation periods, 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 Board business and affairs of Directors the Group and the business and affairs of any other group of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman , any division of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into Company, or any contracts on behalf subsidiary or affiliate of the Company (or set salaries for any corporate employee without group or division thereof), engaged in the prior approval security, alarm or monitoring products business or any other business the same as or similar to or related to that then engaged in by the Group. Executive shall perform his duties and responsibilities to the best of the Board of Directorshis abilities in a diligent, trustworthy, businesslike and efficient manner. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and Executive shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for principally in the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's businessNew York metropolitan area, and Employee shall keep such receipts and maintain such records as not be required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by to travel outside that area any more extensively than he has done in the Chief Executive Officer to ensure that such expenses constitute past in the ordinary and necessary business expenses course of the Companybusiness of the Group.

Position and Duties. (ai) Pursuant to During the Bylaws Employment Period, the Executive shall serve as Chief Investment Officer and Executive Vice President, Capital Markets of the Company with the appropriate authority, duties and responsibilities attendant to such position and any other duties that may reasonably be assigned by the Company, ’s Chief Executive Officer or the Company’s Board of Directors (the “Board”) consistent with his position as Chief Investment Officer and Executive Vice President, Capital Markets. Executive shall report to the Chief Executive Officer. At such time after the execution of this Agreement as the Board is expanded to include additional independent Directors, the Company shall recommend that the Corporate Governance and Nominating Committee and the Board nominate Executive on the proxy ballot for election to the Board at the Company’s next shareholder meeting at which it is practicable to do so. Thereafter, Executive shall serve as a member of the Company has Board, for so long as he is so elected Employee as Vice-President by the shareholders of the Company. (bii) During the Employment Period, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee the Executive agrees that during to devote substantially all of the Employment Period he shall devote his full Executive’s business time time, attention and energies to his responsibilities as described herein the performance of the duties assigned to the Executive hereunder, and shall to perform such responsibilities faithfully and efficiently duties faithfully, diligently and to the best of his abilities. Employee will not work as an employee of any other personthe Executive’s abilities and subject to such laws, businessrules, or entity, including self-employment, while t of regulations and policies from time to time applicable to the Company, without prior written permission from the Company’s other executives. Notwithstanding the foregoingabove, Employee may Executive shall be entitled to attend to personal and family affairs and investments, be involved in not for profit, charitable and professional activities and serve on corporateup to two for profit boards, civic or charitable boards or committees so long as such activities do not provided that the foregoing does not, in the aggregate, materially interfere with the performance of Employee's duties and Executive’s responsibilities for the Companyhereunder. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant During the Employment Period, Executive shall serve as the chief operating officer of the Company and shall have the normal duties, responsibilities and authority of an executive serving in such position, subject to the Bylaws power of the Company, the Board of Directors of the Company has (the "BOARD") or the Chief Executive Officer of the Company to expand or limit such duties, responsibilities and authority, either generally or in specific instances. Executive shall have the title President of the Company, subject to the 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 (or a nominating committee of the Board) nominates him to that position and he is elected Employee to it, and as Vice-President 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 Chief Executive Officer of the Company. (bc) During the Employment Period, Employee Executive shall report devote his best efforts and his full business time and attention (except for permitted vacation periods, reasonable periods of illness or other incapacity, and, provided such activities do not have more than a DE MINIMIS effect on Executive's performance of his duties under this Agreement, participation in charitable and civic endeavors and management of Executive's personal investments and business interests) to the Board of Directors business and affairs of the Company, its subsidiaries and affiliates. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee Executive shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that perform his duties may vary from time and responsibilities to time the best of his abilities in a diligent, trustworthy, businesslike and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directorsefficient manner. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and Executive shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for principally in the Company. (e) The Company shall reimburse Employee for reasonable travelCleveland, lodging, entertainment and other business expenses incurred by him in connection with the Company's businessOhio metropolitan area, and Employee shall keep such receipts and maintain such records as not be required by Company policy. All requests for reimbursement to travel outside that area any more extensively than he has done in the past in the ordinary course of reasonable the business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. 3.1. Executive shall serve as the Company's President and Chief Executive Officer. Executive's principal duties and responsibilities (a"Duties") Pursuant shall be (i) to set the Bylaws overall strategies and direction of the Company, (ii) to oversee corporate performance, (iii) to serve in such official capacities with Company's affiliated corporations or other entities as the Company's Board of Directors ("Board") may require, and (iv) to report to the Board. 3.2. Except during vacation periods or in accordance with the Company's personnel policies covering Executive leaves and reasonable periods of illness or other incapacitation, Executive shall devote his services to the Company has elected Employee as Vice-President Company's Business and interests in a manner consistent with Executive's title and office and the Company's needs for his services. 3.3. Executive shall perform his duties in good faith and in a manner which he honestly believes to be in the best interests of the Company, and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances. Executive shall at all times be subject to and shall observe and carry out such reasonable rules, regulations, policies, directions and restrictions as may be established and communicated to him from time to time by the Board. 3.4. Executive's employment by the Company shall be exclusive. Therefore, until and unless Executive's employment is terminated Executive shall not: (a) directly or indirectly, for any purposes whatsoever, provide services to, or be employed in any capacity by, legal or natural person (other than the Company) while employed by the Company; and (b) During the Employment Perioddirectly or indirectly, Employee shall report to the Board of Directors of the without Company's written consent, significantly participate in any business, enterprise or undertaking. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee Company acknowledges that his duties may vary from time Executive currently serves as a director on the board of Aperture Health, Inc. and consents to time such service provided that Executive uses customary and he further acknowledges that reasonable prudence in avoiding conflicts of interest with the Company retains in connection with his service on the flexibility to assign various types of duties to EmployeeAperture Health, Inc. board. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereofOutside personal, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic social or charitable boards or committees activities are not prohibited so long as such activities do Executive's participation does not materially interfere with the impair his performance of Employee's duties his Duties and responsibilities for the Companyobligations under this Employment Agreement. (e) The 3.5. Executive acknowledges he is and shall be providing personal services of a special, unique, unusual and extraordinary character requiring extraordinary ingenuity and effort by Executive. Executive further acknowledges Company would suffer continuing and irreparable injury which can not be not adequately compensated by an award of monetary damages or through other legal remedies. Accordingly, Executive agrees the Company shall reimburse Employee for reasonable travel, lodging, entertainment and be entitled to such injunctive relief as may be required to enforce the provisions of this Article 3 (including Section 3.4 above) in addition to any other business expenses incurred by him in connection with the Company's business, and Employee shall keep legal or equitable remedies Company may have to enforce such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Companyprovisions.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, Employee Executive shall serve as Executive Vice President, Sensing Solutions of 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 (the “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 to Parent and its Subsidiaries (as defined herein) administrative, financial and other executive and managerial services that are consistent with Executive’s position as the Board may from time to time direct. (b) Executive shall report to the Board of Directors of Chief Executive Officer & President, or if the Company. Employee's services will roles are not combined, to either the Chief Executive Officer or the President, or to such other person or persons as from time to time may be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of DirectorsBoard. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he Executive shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully attention (except for vacation periods consistent with past practice and efficiently and reasonable periods of illness or other incapacity) to the best business and affairs of Parent and its Subsidiaries. In performing his abilitiesduties 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. Employee will not work As long as an employee of any other person, business, or entity, including self-employment, while t of Executive is employed by the Company, Executive shall not, without the prior written permission from consent of the CompanyBoard, perform other services for compensation. Notwithstanding Unless otherwise agreed by Executive, Executive’s place of work shall be in the foregoinggreater Attleboro, Employee may serve on corporateMassachusetts metropolitan area, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities except for the Companytravel reasonably required for Company business. (ec) The Company For purposes of this Agreement, “Subsidiaries” shall reimburse Employee for reasonable travel, lodging, entertainment and mean any corporation or other business expenses incurred by him in connection with entity of which the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by securities or other ownership interests having the Chief Executive Officer voting power to ensure that such expenses constitute ordinary and necessary business expenses elect a majority of the Companyboard 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) Pursuant On the Effective Date, you will cease to the Bylaws of the Company, the Board of Directors be a regular full time employee of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, Employee shall report but you will continue to the Board of Directors of the Company. Employee's services will be performed at the location designated employed by the Board Company as an employee in a part time special assignment position, with the title of Directors. (c) The duties of Employee shall be those assigned Special Advisor to Employee by the Chief Executive Officer or the Chairman ("CEO")or his successor (collectively "Your Supervisor"). You will also resign as an officer of the Board Company (but not as a director) and as an officer and/or director any of Directorsits subsidiaries or affiliates on the Effective Date. Employee acknowledges In connection with resigning your offices, you agree to execute and return to the Company with this Agreement two signed, undated original resignation letters on Company letterhead in the forms provided in Appendices A through _to this Agreement. Appendices A through _are hereby incorporated into and made part of this Agreement by reference. In addition, you agree to take all such further steps as the Company may reasonably deem necessary or appropriate in order to accomplish the official formalities of your resignation of the officer and/or director positions that his you hold with the Company's subsidiaries or affiliates, including but not limited to executing board resolutions. As Special Advisor to the CEO, you will have any or all of the following duties and responsibilities as determined by Your Supervisor in his/her discretion: 1. advising the CEO regarding the Company's financial affairs; 2. providing assistance with the Company's investor relations program; 3. assisting with the evaluation and integration of business acquisitions; and 4. assisting Your Supervisor in such other matters that are consistent with your background and experience as Your Supervisor may vary assign you. The times and places where this work will be performed will be at your choosing unless otherwise requested by Your Supervisor. Your Supervisor will assign matters to you from time to time and he further acknowledges that you will provide Your Supervisor with written or oral reports as reasonably, requested by Your Supervisor (or if not requested by Your Supervisor, then periodically, but not less frequently than annually) detailing your progress toward accomplishing the Company retains tasks and directives given to you by Your Supervisor. You will also provide additional reports and materials, upon reasonable request by Your Supervisor. Your Supervisor will evaluate your performance. Your Supervisor will control and direct the flexibility to assign various types of duties to Employeemanner (including the order) in which you perform the services under this Agreement, including the details and means by which you provide your services. Employee does not have the authority to enter into any contracts on behalf You will be an employee of the Company for all purposes during the term of this Agreement and will not be an independent contractor. The position of Special Advisor to the CEO, is a part time special assignment position in which you will be required to work a minimum of ten (10) hours per month, however, you also agree that, to the extent that Your Supervisor requests, you will work up to twenty (20) hours per month. You will not be required to work more than twenty (20) hours per month , however, in the event that you do work more than twenty (20) hours per month, then you will receive no additional compensation or benefits for such additional work. If, in any month, Your Supervisor does not specifically assign you a sufficient amount of work to meet your minimum hour requirement, you will satisfy your minimum requirement by independently researching and evaluating developments and trends in your areas of responsibility, as set salaries forth above, and reporting your findings to Your Supervisor. Your time spent on business travel at the Company's request (but not commuting to and from your residence to the Company's New York City headquarters) shall count toward your ten hour minimum monthly work requirement under this Agreement. If requested by Your Supervisor, you agree to attend certain meetings or programs related to your area of expertise, so long as such meeting or program does not unreasonably interfere with your other activities. Furthermore, from time to time, your duties may require you to travel and attend meetings at various locations, and you agree that no reasonable request by Your Supervisor for travel or attendance at meetings will be refused. Your Supervisor will work with you in scheduling any corporate employee without such business trips or meetings so that they do not unreasonably interfere with your other activities. The Company will reimburse you for your reasonable travel expenses pursuant to the prior approval reimbursement policy(ies) in place at the Company at the time you incur such expenses. You will maintain an accurate and contemporaneous log showing the time you have spent performing the foregoing services and this log shall be deemed conclusive evidence of the Board time spent. Your Supervisor, at any time, may request a copy of Directors. (d) Excluding periods your log and you agree to provide such a copy within a reasonable period of vacation and sick leave time after the request is made. We have agreed that your part time special assignment will continue until December 31, 2004, subject to which Employee is entitled earlier termination by you or the Company as set forth in Section 3(d) hereof3 of this Agreement. During the Term, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities except as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will set forth herein, you may not work as an employee of be employed by any other personperson or company, business, or entity, including self-employment, while t of other than the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's businessprior written approval, which shall not be unreasonably withheld. You may, however engage in the following activities without the Company's prior approval, provided that the three conditions listed below are met. The permissible activities are: teaching, sitting on boards of directors or advisory committees of other companies and providing services to other companies either as a consultant or an employee. These listed activities are permissible provided that each (1) is performed outside the fields of publishing, licensing and entertainment, (2) does not violate the provisions of Section 5.2 herein, and Employee shall keep such receipts (3) does not interfere with your duties under this Agreement. You also agree that, during the term of this Agreement and maintain such records as required by Company policy. All requests for reimbursement one year after the termination of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses your employment, you will not induce any employee of the CompanyCompany to leave the employ of the Company or otherwise solicit for employment or affiliation, including as an independent contractor, any officer, director, or employee of the Company or its subsidiaries.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (bi) During the Employment Period, Employee the Executive shall initially serve as the Chief Medical Officer of the Company and beginning on the date that R▇▇▇▇▇▇ ▇▇▇▇ ceases to be the Chief Executive Officer and President of the Company, the Executive shall transition to the President and Chief Executive Officer of the Company, and in such other position or positions with the Company and its subsidiaries as are consistent with the Executive’s position, and shall have such duties and responsibilities as are assigned to the Executive by the Board consistent with the Executive’s position as the President and Chief Executive Officer, including serving as the Company’s principal executive officer and principal financial and accounting officer. The Executive shall report to the Board of Directors of Board. The Executive shall work remotely from both the Executive’s home office and as reasonably requested from time to time at the Company. Employee's services will be performed at the location designated ’s principal executive offices and such other locations as needed or reasonably requested from time to time by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of DirectorsBoard. (dii) Excluding During the Employment Period, and excluding any periods of vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee the Executive agrees that to devote reasonable attention and time during the Employment Period he shall devote his full normal business hours and on a full-time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and basis to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t business and affairs of the Company, without prior written permission from to discharge the Companyresponsibilities assigned to the Executive hereunder, and to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. Notwithstanding During the foregoing, Employee may Employment Period it shall not be a violation of this Agreement for the Executive to (A) be employed by the Company or any of its subsidiaries or Affiliates (as defined below); (B) serve on corporate, civic or charitable boards, committees, or advisory boards; (C) deliver lectures, fulfill speaking engagements or teach at educational institutions; (D) manage personal investments; (E) serve on the boards of directors of not-for-profit organizations; or committees (F) serve on the boards of directors of not more than two (2) for-profit entities as approved in advance in writing by the Board, so long as such activities do not materially interfere with the performance of Employee's duties and the Executive’s responsibilities for as an employee of the Company. (e) Company in accordance with this Agreement. The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection the Executive acknowledge and agree that this Agreement is not a breach of or conflict with the Company's business, Consulting Agreement and Employee that the consultancy relationship contemplated by the Consulting Agreement shall keep such receipts terminate on the Effective Date and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed replaced by the Chief Executive Officer to ensure that such expenses constitute ordinary employment relationship set forth in the terms and necessary business expenses conditions of the Companythis Agreement and its attachments.

Position and Duties. (a) Pursuant From the Effective Date until such time as a permanent Chief Financial Officer is appointed, Executive shall serve as the Interim Chief Financial Officer and shall have the normal duties, responsibilities, functions and authority customarily associated with such position and such other duties and responsibilities as may be assigned from time to the Bylaws of time to Executive by the Company’s Chief Executive Officer, the Board of Directors (the “Board”) and Executive Committee of the Company has elected Employee as Vice-President Board (the “Executive Committee”), all subject to the power and authority of the Board and the Executive Committee to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. (b) During Following the Employment Periodappointment of a permanent Chief Financial Officer, Employee Executive shall report serve as the Senior Vice President, Finance of the Company and shall have the normal duties, responsibilities, functions and authority customarily associated with such position and such other duties and responsibilities as may be assigned from time to time to Executive by the Company’s Chief Executive Officer, Chief Financial Officer, Board and Executive Committee, all subject to the power and authority of the Board and the Executive Committee to expand or limit such duties, responsibilities, functions and authority and to overrule actions of Directors officers of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee Executive shall be those assigned devote Executive’s full-time energies and attention to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time business and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf affairs of the Company and its Subsidiaries. Executive shall perform Executive’s duties, responsibilities and functions to the 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. Notwithstanding, Executive may engage in charitable, civic, fraternal and trade association activities that do not interfere materially with Executive’s obligations to the Company or set salaries any Subsidiary. Further, nothing in this Agreement shall limit Executive’s ability to: (i) serve as a member of any board of directors for any corporate employee without non-profit organization, so long as such membership does not interfere materially or conflict with Executive’s obligations to the prior approval of Company or any Subsidiary; or (ii) as otherwise agreed by the Board of Directorsin writing. (d) Excluding periods For purposes of vacation and sick leave this Agreement, “Subsidiary” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t elect a majority of the Companyboard of directors or other governing body are, without prior written permission from the Company. Notwithstanding the foregoingnow or hereafter, Employee may serve on corporate, civic owned directly or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties and responsibilities for indirectly by the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Company.

Position and Duties. (a) Pursuant to Effective at the Bylaws close of business on the Effective Date, which shall be the effective date of the Company, appointment by the Board of Directors of a Chairman of the Board and Chief Executive Officer of the Company has elected Employee to succeed the Executive, the Executive agrees to resign as Vice-President Chairman of the CompanyBoard, President and Chief Executive Officer of the Company and as a director and officer of its subsidiaries and affiliates, and such resignations shall be effective without any further action by the Executive. (b) From the Effective Date until January 31, 2001 (the "Initial Period"), the Company agrees to employ the Executive with the title Advisor to the Chairman of the Board and Chief Executive Officer. In that capacity, the Executive shall assist the new Chairman of the Board and Chief Executive Officer of the Company with the transition to his office and to that end the Executive will (i) advise the new Chairman of the Board and Chief Executive Officer on issues and other matters affecting the Company, (ii) introduce the new Chairman of the Board and Chief Executive Officer to customers and suppliers of the Company, and (iii) perform such other duties, which duties shall not be inconsistent with the foregoing, and have such other responsibilities as the new Chairman of the Board and Chief Executive Officer of the Company or the Board of Directors shall prescribe. During the Employment Initial Period, Employee the Executive shall report devote his full professional time and attention to the duties and responsibilities of his position; provided, that so long as such activities do not substantially interfere with the duties the Executive may devote a reasonable amount of time to (i) service as a director on one or more corporate boards of directors, (ii) civic and charitable activities, and (iii) personal estate and financial planning and investment activities. The Executive will retire as an employee of the Company effective February 1, 2001. (c) The Executive will continue to serve as a director of the Company through the December 2000 meeting of the Board of Directors of the Company, which is presently scheduled for December 11, 2000. Employee's services will be performed at Upon the location designated by appointment of his successor to the Board office of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains Company, the flexibility to assign various types of duties to Employee. Employee does not Executive shall have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval title Chairman Emeritus of the Board of DirectorsDirectors of the Company. (d) Excluding periods of vacation From February 1, 2001 until January 31, 2003, the Company agrees to engage the Executive as a consultant and sick leave the Executive agrees to which Employee is entitled as set forth serve the Company in Section 3(d) hereofa consulting capacity (the "Consulting Period"). In that capacity, Employee agrees that during the Employment Period he Executive shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and make himself available to the best of his abilities. Employee will not work Company upon the Company's reasonable request at such times as an employee of any other person, business, or entity, including self-employment, while t of the Company and the Executive shall mutually agree to: (i) consult with officers and advisors to the Company regarding issues and matters affecting the Company, without prior written permission from (ii) introduce the Company. Notwithstanding new Chairman and Chief Executive Officer customers and suppliers of the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties Company and responsibilities otherwise entertain customers and suppliers for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee (iii) perform such other functions as the Company and the Executive shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the Companymutually agree.

Position and Duties. (a) Pursuant to the Bylaws of the Company, the Board of Directors of the Company has elected Employee as Vice-President of the Company. (b) During the Employment Period, Employee Executive shall serve as Senior Executive Vice President and Chief Human Resources Officer of the Company and in such other positions with the Company and its subsidiaries consistent with Executive’s position as Senior Executive Vice President and Chief Human Resources Officer, as the Company reasonably may assign. In such capacity Executive shall report solely and directly (i) to the Board of Directors Chief Executive Officer of the CompanyCompany or (ii) to its Chief Operating Officer, should the Company appoint a COO and elect to have Executive report to such COO, in its discretion. Employee's During the Employment Period, Executive shall devote all Executive’s business time on a full-time and exclusive basis to the services will required hereunder, and shall perform such services in a manner consonant with the duties of Executive’s position. Executive shall be performed at subject to the location designated terms and conditions of any applicable policy of the Company (including, without limitation, “The ▇▇▇▇ Disney Company and Associated Companies Standards of Business Conduct” booklet and the Employee Policy Manual), as reasonably made available and as interpreted from time to time by the Company, provided that, subject to the provisions of Paragraph 7 and the Employee Policy Manual, nothing herein shall preclude Executive from (i) engaging in charitable activities and community affairs, and (ii) managing Executive’s personal investments, so long as the activities listed in subclauses (i)-(ii) do not materially interfere, individually or in the aggregate, with the proper performance of Executive’s duties and responsibilities hereunder. Notwithstanding the Policy on Board of Directors. (c) The duties of Service contained in the Employee shall be those assigned Policy Manual, during the six-month period preceding the Scheduled Expiration Date, Executive shall, upon reasonable notice to Employee and absent objection by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee of any other person, business, or entity, including self-employment, while t of the Company, without prior written permission from be entitled to explore opportunities for service on the Company. Notwithstanding the foregoingboard of directors of any public company that is not a Designated Business, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with term is defined in the performance Consulting Agreement (Exhibit A, attached hereto). For the avoidance of Employee's duties and responsibilities for doubt, actual service on the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement board of reasonable business expenses shall be reviewed directors of any public company while employed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses of the CompanyCompany remains prohibited.

Position and Duties. (a) Pursuant to During the Bylaws Initial Period, the Executive shall serve as Chairman and as Chief Executive Officer of the Company, and if there shall be a Secondary Period, during the Board of Directors Secondary Period, the Executive shall serve as Chairman, in each case with such duties and responsibilities as are customarily assigned to such positions, and such other duties and responsibilities not inconsistent therewith as may from time to time be assigned to him by the Board. At the expiration of the Company has elected Employee Initial Period, the Executive shall resign as Vice-President Chairman and Chief Executive Officer of the Company; provided, however, that if there shall be a Secondary Period, then the Executive shall only resign as Chief Executive Officer at the expiration of the Initial Period, and shall resign as Chairman at the expiration of the Secondary Period. The Executive shall be a member of the Board on the first day of the Employment Period, and the Board shall propose the Executive for re-election to the Board and for the positions specified above throughout the Employment Period. (b) The President of the Company shall report to the Executive. An Office of the Chairman, which shall be comprised solely of the Chairman and the President, shall be established and the other principal executive officers of the Company shall report to that Office of the Chairman. During the Employment Period, the Executive shall serve as Chairman of the Board and as Chief Executive Officer of the Company, with such duties and responsibilities as are customarily assigned to such positions, and such other duties and responsibilities not inconsistent therewith as may from time to time be assigned to him by the Board. (c) During the Employment Period, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into excluding any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee the Executive is entitled as set forth in Section 3(d) hereofentitled, Employee agrees that during the Employment Period he Executive shall devote his full reasonable attention and time during normal business time hours to his the business and affairs of the Company and, to the extent necessary to discharge the responsibilities as described herein and shall perform assigned to the Executive under this Agreement, use the Executive's reasonable best efforts to carry out such responsibilities faithfully and efficiently and to the best of his abilitiesefficiently. Employee will It shall not work as an employee of any other person, business, or entity, including self-employment, while t be considered a violation of the Company, without prior written permission from foregoing for the Company. Notwithstanding the foregoing, Employee may Executive to serve on corporate, industry, civic or charitable boards or committees committees, so long as such activities do not materially significantly interfere with the performance of Employeethe Executive's duties and responsibilities for as an employee of the CompanyCompany in accordance with this Agreement. (ed) The Company's headquarters shall be located in New York City. The Company shall reimburse Employee the Executive for reasonable travel, lodging, entertainment and other business expenses incurred by him while working in the New York City area during the Employment Period and shall make an apartment in the New York City area available for use by the Executive (or provide appropriate reimbursement or allowance for the Executive's occupancy of an apartment in the New York City area) during the Employment Period and for a period up to one year after the Employment Period. In the event such expense reimbursements or the Executive's use of the apartment are not treated as business expenses excludable from the Executive's gross income for income tax purposes, the Company shall provide the Executive with a gross-up payment for the additional income taxes payable by the Executive as a result of such expense reimbursements and use of the apartment. In addition, the Company shall assure that the Executive suffers no financial loss on the sale of the second home that the Executive has maintained in Maryland in connection with the duties performed by the Executive at the Company's businessoffices in Arlington, and Employee shall keep such receipts and maintain such records as required by Company policyVirginia. All requests for reimbursement The amount of reasonable business expenses the loss shall be reviewed the excess, if any, of the Executive's adjusted basis (as determined under the Internal Revenue Code) in that home over the adjusted sale price (as determined under Section 1034(b) of the Internal Revenue Code) of the home; provided, however, that: (a) such excess shall be reduced by the Chief tax benefit to the Executive Officer resulting from such loss; and (b) the Company shall also pay to ensure that such expenses constitute ordinary and necessary business expenses the Executive a gross-up payment for the additional income taxes payable by the Executive as a result of the Companypayment for any such loss.

Position and Duties. (a) Pursuant to Employee will serve as the Bylaws of the Company, the Board of Directors Chief Operating Officer of the Company has elected Employee and will have the normal duties, responsibilities and authority of a Chief Operating Officer of a similarly sized company operating in its industry, as Vice-President well as those reasonably assigned to him from time to time by the Board, subject to the power of the CompanyBoard 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, Employee shall will report to the Board and will devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of Directors illness or other incapacity) to the business and affairs of the Company. Employee's services will Company and its Subsidiaries and to the performance of such duties as may be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary him from time to time and he further acknowledges that by the Company retains the flexibility to assign various types of duties to EmployeeBoard. Employee does not have will act in the authority to enter into any contracts on behalf best interest of the Company and its Subsidiaries and will not engage in any other business activity; provided, that Employee shall be permitted to (i) serve as a director of an organization or set salaries for any corporate employee without entity that does not compete with the prior approval of the Board of Directors. Company; (dii) Excluding periods of vacation deliver lectures, write articles, or fulfill speaking engagements; or (iii) engage in charitable and sick leave to which Employee is entitled as set forth community activities, in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and each case to the best of his abilities. Employee will not work as an employee of any other personextent described on Exhibit A or approved by the Board, business, or entity, including self-employment, while t of the Company, without prior written permission from the Company. Notwithstanding the foregoing, Employee may serve on corporate, civic or charitable boards or committees so long as such activities do not materially interfere with the performance of Employee's duties ’s obligations hereunder and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's business, and such activities Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses does not violate any of the Companyterms of this Agreement. Employee will perform his duties, responsibilities and 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) Pursuant The Executive shall be duly elected, effective on the Effective Date, and shall thereafter during the Term continue to serve, as President and Chief Executive Officer of the Company and shall perform such duties and exercise such supervision and powers over and with regard to the Bylaws business of the CompanyCompany customarily associated with the position of President and Chief Executive Officer, as well as such duties and services required herein and as may be reasonably assigned to her from time to time by the Board of Directors of the Company has elected Employee (the “Board”). The Executive shall also serve as Vicea director of each wholly-President owned subsidiary of the Company to which she is appointed by the Company. Other than (i) the Executive Chairman of the Board and (ii) internal auditors of the Company who report directly to the Audit Committee of the Board, all employees of the Company shall report directly or indirectly to the Executive; and the Executive shall report to the Board. The Executive shall perform her duties to the best of her ability and in a diligent and proper manner. In addition, during the Term, the Company shall nominate the Executive for election to the Board by the shareholders of the Company so that she may continue to serve as a director of the Company in accordance with the Company’s By-Laws. (b) During Except during vacations and periods of illness, the Employment PeriodExecutive shall, Employee shall report during the Term, devote all her business time (as opposed to personal time) and attention to the Board performance of Directors services for the Company and its subsidiaries hereunder; provided, however, that the Executive shall be permitted, to (i) continue to serve on the boards of the Company. Employee's services will be performed at business enterprises on which she is serving as of the location designated by Effective Date, (ii) subject to the Board prior consent of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman Corporate Governance Committee of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that (the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into “Corporate Governance Committee”), serve on any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently and to the best of his abilities. Employee will not work as an employee board of any business enterprise other personthan those referenced in clause (i) above, business, or entity, including selfand (iii) serve on any board of any non-employment, while t of the Company, profit organization without prior written permission from the Companyobtaining such a consent. Notwithstanding the foregoing, Employee may serve the Corporate Governance Committee shall have the right, at any time during the Term, to require that the Executive resign from her position on corporatethe board or trusteeship of any for-profit organization, civic or charitable boards or committees so long effective as soon as such activities do not materially interfere with the performance of Employee's duties and responsibilities for the Company. (e) The Company shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with the Company's businessresignation may be properly effected under applicable law, and Employee shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed by the Chief Executive Officer to ensure that such expenses constitute ordinary and necessary business expenses charters, by-laws or other governing documents of the Companyapplicable for-profit organization. On or before the Effective Date, the Executive shall provide the Corporate Governance Committee with a list of the boards and committees on which she is serving as of the Effective Date.

Position and Duties. (a) Pursuant to During the Bylaws Term, the Executive shall serve as the Chief Executive Officer of the CompanyCompany with such duties and responsibilities as are customarily assigned to such position, and such other duties and responsibilities not inconsistent therewith as may from time to time be assigned to him by the Board of Directors of the Company has elected Employee as Vice-President (the “Board”). As of the Effective Date, the Company shall cause the Executive to be appointed to the Board. Thereafter, while Executive is employed during the Term, the Company shall cause the Executive to be included in the slate of persons nominated to serve as directors on the Board and shall use its best efforts (including, without limitation, the solicitation of proxies) to have the Executive elected and reelected to the Board for the duration of the Term. The Executive shall serve as Chairman of the Board during the Term if so requested by the Board, it being understood that the Board may appoint a non-executive Chairman from time to time during the Term, in its discretion and that any such appointment shall not constitute an event described in Section 4(c). Upon any termination of his employment with the Company, the Executive shall promptly resign from the Board and from all other positions he holds with the Company and its affiliates, unless otherwise agreed to by the Board. While Executive is employed during the Term, the Executive shall report to the Board. (b) During the Employment PeriodTerm, Employee shall report to the Board of Directors of the Company. Employee's services will be performed at the location designated by the Board of Directors. (c) The duties of Employee shall be those assigned to Employee by the Chief Executive Officer or the Chairman of the Board of Directors. Employee acknowledges that his duties may vary from time to time and he further acknowledges that the Company retains the flexibility to assign various types of duties to Employee. Employee does not have the authority to enter into any contracts on behalf of the Company or set salaries for any corporate employee without the prior approval of the Board of Directors. (d) Excluding periods of vacation and sick leave to which Employee is entitled as set forth in Section 3(d) hereof, Employee agrees that during the Employment Period he shall devote his full business attention and time to his responsibilities as described herein the business and affairs of the Company and shall perform such use the Executive’s reasonable best efforts to carry out the responsibilities assigned to the Executive under this Agreement faithfully and efficiently and to the best of his abilitiesefficiently. Employee will It shall not work as an employee of any other person, business, or entity, including self-employment, while t be considered a violation of the Companyforegoing for the Executive to manage his personal investments, without prior written permission from the Company. Notwithstanding the foregoing, Employee may to serve on corporatethe board or similar body of industry, civic or charitable boards organizations, or committees to serve on one corporate board or committee other than the Board (an “Outside Board”), so long as such activities do not materially significantly interfere with the performance of Employee's the Executive’s responsibilities as an executive officer of the Company in accordance with this Agreement and do not create a conflict of interest with his duties and responsibilities for hereunder. The Executive shall secure the Companyconsent of the Board (which consent shall not be unreasonably withheld) prior to accepting an Outside Board position. Notwithstanding the foregoing, the Executive shall be permitted to continue his current activities with the organizations set forth on Exhibit A hereto. (ec) The Company During the Term, the Executive shall reimburse Employee for reasonable travel, lodging, entertainment and other business expenses incurred by him in connection with be based at the Company's business’s principal headquarters in Charlotte, and Employee North Carolina, except for travel reasonably required for the performance of the Executive’s duties hereunder. (d) During the Term, the Executive shall keep such receipts and maintain such records as required by Company policy. All requests for reimbursement of reasonable business expenses shall be reviewed comply with any stock ownership guidelines adopted by the Chief Company and in effect with respect to the Executive Officer from time to ensure that such expenses constitute ordinary and necessary business expenses of the Companytime.