Common use of Position and Duties Clause in Contracts

Position and Duties. The Executive will serve in the capacity of Vice President with such duties and responsibilities that exist as of the date hereof, and/or as may later be assigned by the Company (subject to the terms of Section 5(b) of this Agreement). The Executive agrees to devote the Executive's best efforts to the performance of the Executive's duties and to follow all lawful direction given to the Executive by the Company.

Position and Duties. The Executive will shall serve in the capacity of as Executive Vice President with such duties and responsibilities that exist as of the date hereof, and/or Company with responsibilities and authority as may later from time to time be assigned by the Company (subject to Chief Executive Officer and/or the terms Board of Section 5(b) Directors of this Agreement)the Company. The Executive agrees to devote perform faithfully and industriously the Executive's best efforts duties which the Company may assign to the performance of the Executive's duties and to follow all lawful direction given to the Executive by the Companyhim.

Position and Duties. The Company hereby engages and employs Executive will serve in the capacity of as an Executive Vice President with of the Company. The Board may provide such additional designations of title to Executive as the Board, in its discretion, may deem appropriate. Executive shall perform the executive duties and responsibilities that exist as of functions related to the date hereofabove positions, and/or as may later be assigned by the Company (subject to the terms limitations of Section 5(b) of this Agreement). The Executive agrees authority set forth from time to devote the Executive's best efforts to the performance time in any resolution of the Executive's duties and to follow all lawful direction given to the Executive by the CompanyBoard or applicable law.

Position and Duties. The Executive will shall serve in the capacity of as Executive Vice President with and Chief Financial Officer of Employer. Executive shall have such duties and responsibilities that exist authority as of the date hereofare customary for, and/or and commensurate with, such position, and such other related duties and authority as may later from time to time be delegated or assigned to him by the Company (subject to Chief Executive Officer or the terms Board of Section 5(b) Directors of this Agreement)Employer. The Executive agrees to devote the Executive's best efforts to the performance of the Executive's shall discharge his duties in a diligent and to follow all lawful direction given to the Executive by the Companyprofessional manner.

Position and Duties. The During the term of Executive's employment hereunder, Executive will shall continue to serve in the capacity of as Vice President with and Chief Operating Officer of Company and shall have such powers and duties as on the Effective Date or such other powers and responsibilities that exist as of the date hereof, and/or duties as may later from time to time be assigned prescribed by the Company (subject Board of Directors. Executive shall devote substantially all his working time and effort to the terms business and affairs of Section 5(b) of this Agreement). The Executive agrees to devote the Executive's best efforts to the performance of the Executive's duties Company and to follow all lawful direction given to the Executive by the Companyits affiliates.

Position and Duties. (a) The Executive will serve in shall be employed by the capacity Company as an Executive Vice President. The scope of Vice President with such his duties and the extent of his responsibilities shall be substantially the same as the duties and responsibilities that exist as of the date hereof, and/or as may later be assigned by the Company (subject to the terms of Section 5(b) of this Agreement)Executive currently performs. The Executive agrees shall be required to devote the Executive's best efforts substantially all of his business time to the performance of the ExecutiveCompany's duties business and to follow all lawful direction given to the Executive by the Companyaffairs.

Position and Duties. The Executive will shall serve in the capacity of as Executive Vice President with such duties President, Chief Operating Officer and responsibilities that exist as Chief Financial Officer of the date hereof, and/or Company and shall have the powers and duties as may later from time to time be assigned prescribed by the Company Company's Chief Executive Officer and Board of Directors (subject to the terms of Section 5(b) of this Agreement"Board"). The Executive agrees to devote the Executive's best efforts to the performance of , provided that the Executive's duties and to follow all lawful direction given are consistent with the Executive's position as a senior executive officer involved with the general management of the Company. The Executive shall report to the Chief Executive by the CompanyOfficer.

Position and Duties. The During the Executive’s employment with the Company pursuant to this Agreement, the Executive will shall serve in the capacity of as an Executive Vice President with such duties and responsibilities that exist as of the date hereof, and/or Company and shall have such responsibilities and authority as may later be assigned by the Chief Executive Officer of the Company (subject the “CEO”) shall delegate, expand, limit or otherwise change from time to the terms of Section 5(b) of this Agreement). The Executive agrees to devote the Executive's best efforts to the performance of the Executive's duties and to follow all lawful direction given to the Executive by the Companytime.

Position and Duties. The During the term of Executive's employment hereunder, Executive will shall continue to serve in the capacity of as Vice President with and Chief Financial Officer of Company and shall have such powers and duties as on the Effective Date or such other powers and responsibilities that exist as of the date hereof, and/or duties as may later from time to time be assigned prescribed by the Company (subject Board of Directors. Executive shall devote substantially all his working time and effort to the terms business and affairs of Section 5(b) of this Agreement). The Executive agrees to devote the Executive's best efforts to the performance of the Executive's duties Company and to follow all lawful direction given to the Executive by the Companyits affiliates.

Position and Duties. The Executive will shall serve in the capacity of as Executive Vice President President, General Counsel and Corporate Secretary, and shall have such responsibilities, duties and authority as are consistent with such position and such other duties and responsibilities that exist as of the date hereof, and/or as may later from time to time be assigned to him by the Company (subject to the terms of Section 5(b) of this Agreement)Chief Executive Officer. The Executive agrees to devote the Executive's best efforts substantially all his working time, attention and energies to the performance of the Executive's his duties and to follow all lawful direction given to the Executive by for the Company.

Position and Duties. The Executive will shall serve in the capacity of as Executive Vice President and President, Commercial Services, with such responsibilities, duties and responsibilities that exist authority as of the date hereofare customary for such role, and/or as may later be assigned by the Company (subject to the terms of Section 5(b) of this Agreement). The Executive agrees to devote the Executive's best efforts to the performance of the Executive's duties and to follow all lawful direction given to the Executive by including, but not limited to, overall management responsibility for the Company’s services known as Charter Business.

Position and Duties. The Executive will shall serve in as the capacity of Executive Vice President with such and General Counsel of the Company. During the Term, Executive shall have the duties and responsibilities for the position(s) then held by Executive that exist as are commensurate with those held by similarly situated executives at similarly situated companies of the date hereofsimilar size, and/or as may later be and such other duties and responsibilities assigned by the Company (subject Chief Executive Officer that are reasonably consistent with Executive’s position. Executive shall report to the terms of Section 5(b) of this Agreement). The Chief Executive agrees to devote the Executive's best efforts to the performance of the Executive's duties and to follow all lawful direction given to the Executive by the CompanyOfficer.

Position and Duties. The Company hereby engages and employs Executive will serve in the capacity of as Executive Vice President with of the Company. The Board may provide such additional designations of title to Executive as the Board, in its discretion, may deem appropriate. Executive shall perform the executive duties and responsibilities that exist as of functions related to the date hereofabove positions, and/or as may later be assigned by the Company (subject to the terms limitations of Section 5(b) of this Agreement). The Executive agrees authority set forth from time to devote the Executive's best efforts to the performance time in any resolution of the Executive's duties and to follow all lawful direction given to the Executive by the CompanyBoard or applicable law.

Position and Duties. The During the Employment Period, Executive will shall serve in as Vice Chairman of the capacity of Vice President Company and Independent Bank, with such duties and responsibilities that exist authority as are customarily associated with such positions in public companies. Executive shall report solely and directly to the Chief Executive Officer of the date hereof, and/or as may later be assigned by the Company (subject to the terms of Section 5(b) of this Agreement). The Executive agrees to devote the Executive's best efforts to the performance of the Executive's duties and to follow all lawful direction given to the Executive by the CompanyIndependent Bank.

Position and Duties. The Executive will shall serve in as Vice Chairman reporting to the capacity of Vice President with such duties and responsibilities that exist as Chairman of the date hereof, and/or Board of the Company and shall have such powers and duties as may later from time to time be assigned by the Company (subject to Chairman of the terms Board or the Board of Section 5(b) Directors of this Agreement)the Company; provided, however, that such duties are consistent with his present duties and his position with the Company. The Executive agrees to shall devote the Executive's best substantially all his working time and efforts to the performance continued success of the Executive's duties business and to follow all lawful direction given to the Executive by affairs of the Company.

Position and Duties. The During the Term, the Executive will shall serve in the capacity of as Senior Vice President - CFO of the Company, and shall have such responsibilities and authority as is commensurate with such duties and responsibilities that exist as of the date hereof, and/or as may later be assigned by the Company (subject to the terms of Section 5(b) of this Agreement)office. The Executive agrees to shall devote the Executive's best substantially all of his working time and efforts to the performance business and affairs of the Executive's duties and to follow all lawful direction given to the Executive by the Company.

Position and Duties. The Company shall employ the Executive will serve in the capacity of as its Executive Vice President with such duties and responsibilities that exist as of the date hereof, and/or as may later be assigned by the Company (subject to the terms of Section 5(b) of this Agreement)Technology. The Executive agrees shall (a) perform the duties of Executive Vice President Technology as set from time to devote time by the Executive's Chief Executive Officer or the Board; (b) be a full time employee devoting his attention and energies to the business of the Company; (c) use his best efforts to promote the performance interests of the Executive's duties Company; (d) perform such functions and to follow all lawful direction given services as shall lawfully be directed by the Chief Executive Officer or the Board; (e) act in accordance with the policies and directives of the Company; and (f) report directly to the Chief Executive by the CompanyOfficer.

Position and Duties. The Company shall employ the Executive will serve in the capacity of as its Executive Vice President with such duties and responsibilities that exist as of the date hereof, and/or as may later be assigned by the Company (subject to the terms of Section 5(b) of this Agreement)Business Development. The Executive agrees shall (a) perform the duties of Executive Vice President Business Development as set from time to devote time by the Executive's Chief Executive Officer or the Board; (b) be a full time employee devoting his attention and energies to the business of the Company; (c) use his best efforts to promote the performance interests of the Executive's duties Company; (d) perform such functions and to follow all lawful direction given services as shall lawfully be directed by the Chief Executive Officer or the Board; (e) act in accordance with the policies and directives of the Company; and (f) report directly to the Chief Executive by the CompanyOfficer.

Position and Duties. The Executive will shall serve in the capacity of as Vice President with such duties and responsibilities that exist as Chief Operations Officer of the date hereof, and/or Company with responsibilities and authority as may later from time to time be assigned to her by the Company (subject to Boards of Directors of the terms of Section 5(b) of this Agreement)Company. The Executive agrees to shall devote the Executive's best substantially all of her working time and efforts to the performance business affairs of the Executive's duties and to follow all lawful direction given to the Executive by the Company.

Position and Duties. The During the term of Executive’s employment hereunder, Executive will shall serve in the capacity of as an Executive Vice President with such duties and responsibilities that exist as of the date hereof, and/or Company and shall have such powers and duties as may later from time to time be assigned by the Company (subject to the terms of Section 5(b) of this Agreement). The Executive agrees to devote the Executive's best efforts to the performance of the Executive's duties and to follow all lawful direction given to the Executive prescribed by the Company. Executive shall devote substantially all his working time and effort to the business and affairs of the Company and its affiliates.

Position and Duties. The Executive will shall serve in as the capacity of Executive Vice President with such and Chief Financial Officer of the Company. During the Term, Executive shall have the duties and responsibilities for the position(s) then held by Executive that exist as are commensurate with those held by similarly situated executives at similarly situated companies of the date hereofsimilar size, and/or as may later be and such other duties and responsibilities assigned by the Company (subject Chief Executive Officer that are reasonably consistent with Executive’s position. Executive shall report to the terms of Section 5(b) of this Agreement). The Chief Executive agrees to devote the Executive's best efforts to the performance of the Executive's duties and to follow all lawful direction given to the Executive by the CompanyOfficer.

Position and Duties. The During the Term, the Executive will serve in the capacity of as Executive Vice President with such duties President, Logistics and responsibilities that exist as Supply, of the date hereofCompany and will have such duties, and/or functions, responsibilities and authority as may later be assigned by the Company are (subject to the terms of Section 5(bi) of this Agreement). The Executive agrees to devote consistent with the Executive's best efforts to the performance position as Executive Vice President, Logistics and Supply, of the ExecutiveCompany; or (ii) assigned to his office in the Company's duties and bylaws; or (iii) reasonably assigned to follow all lawful direction given to the Executive him by the Company's Board of Directors (the "Board").

Position and Duties. The Executive will shall serve in as the capacity of Executive Vice President and Chief Financial Officer of the Company, and shall have such responsibilities, duties and authority as are assigned by the Chief Executive Officer of the Company and are customarily associated with such duties and responsibilities that exist position, including but not limited to, those he may have as of the date hereof, and/or as may later be assigned by the Company (subject to the terms of Section 5(b) of this Agreement)Effective Date. The Executive agrees shall report to the Chief Executive Officer of the Company. The Executive shall devote the Executive's best efforts such time to the performance of the Executive's his duties as is necessary to satisfactorily perform his responsibilities and to follow all lawful direction given to the Executive by the Companyduties.

Position and Duties. The Executive will shall serve in the capacity of as Executive Vice President with of Employer. Executive shall have such duties and responsibilities that exist authority as of the date hereofare customary for, and/or and commensurate with, such position, and other related duties and authority as may later from time to time be delegated or assigned to him by the Company (subject to Chief Executive Officer or the terms Board of Section 5(b) Directors of this Agreement)Employer. The Executive agrees to devote the Executive's best efforts to the performance of the Executive's shall discharge his duties in a diligent and to follow all lawful direction given to the Executive by the Companyprofessional manner.

Position and Duties. The Executive will shall serve in as the capacity of Executive Vice President and Chief Operations Officer of the Company, or in another position of equal or greater title, authority and responsibility, as assigned by the board of directors of the Parent (the “Board”), with such duties and responsibilities that exist as the Chief Executive Officer of the date hereof, and/or as Company may later be assigned by the Company (subject from time to time determine and assign to the terms of Section 5(b) of this Agreement)Executive. The Executive agrees to shall devote the Executive's ’s best efforts and full business time to the performance of the Executive's ’s duties and to follow all lawful direction given to the Executive by advancement of the business and affairs of the Company.

Position and Duties. The Executive will shall serve in the capacity of as Vice President with such duties and responsibilities that exist as Chief Financial Officer of the date hereof, and/or Company with responsibilities and authority as may later from time to time be assigned to him by the Company (subject to Boards of Directors of the terms of Section 5(b) of this Agreement)Company. The Executive agrees to shall devote the Executive's best substantially all of his working time and efforts to the performance business affairs of the Executive's duties and to follow all lawful direction given to the Executive by the Company.

Position and Duties. The Executive will serve in as Executive Vice President, Engineering of the capacity of Vice President with such Company and will report to the Company’s Chief Executive Officer. The duties and responsibilities that exist of Executive shall include the duties and responsibilities for Executive’s corporate office and position as of the date hereofset forth in Company’s bylaws from time to time in effect and such other duties and responsibilities as Company’s Chief Executive Officer may from time to time reasonably assign to Executive, and/or as may later in all cases to be assigned by the Company (subject to the terms of Section 5(b) of this Agreement)consistent with Executive’s corporate office and position. The Executive agrees period of Executive’s employment under this Agreement is referred to devote herein as the Executive's best efforts to the performance of the Executive's duties and to follow all lawful direction given to the Executive by the Company“Employment Term.”

Position and Duties. The Executive will shall serve in as the capacity Company’s Senior Vice President, Marketing and Sales and as an officer of Vice President such of the Company’s subsidiaries as the Company shall reasonably request, and shall have such responsibilities, duties and authority as are customarily associated with such duties and responsibilities that exist offices, including but not limited to, those he may have as of the date hereof, and/or as may later be assigned by the Company (subject to the terms of Section 5(b) of this Agreement). The Executive agrees to shall devote the Executive's best efforts such time to the performance of the Executive's his duties as is necessary to satisfactorily perform his responsibilities and to follow all lawful direction given to the Executive by the Companyduties.

Position and Duties. The Executive will shall serve in the capacity of as Executive Vice President with such duties and responsibilities that exist as Chief Financial Officer of the date hereof, and/or Company and shall have the powers and duties as may later from time to time be assigned prescribed by the Company Company's Chief Executive Officer and Board of Directors (subject to the terms of Section 5(b) of this Agreement"Board"). The Executive agrees to devote the Executive's best efforts to the performance of , provided that the Executive's duties and to follow all lawful direction given are consistent with the Executive's position as a senior executive officer involved with the general management of the Company. The Executive shall report to the Chief Executive by the CompanyOfficer.

Position and Duties. The During the Term, the Executive will shall serve as an employee of the Company in the capacity position of Executive Vice President with - Innovative Services, and shall have such duties duties, functions, responsibilities and responsibilities that exist authority as of the date hereof, and/or as may later be assigned determined by the Company (subject to the terms Chief Executive Officer of Section 5(b) of this Agreement). The Executive agrees to devote the Executive's best efforts to the performance of the Executive's duties and to follow all lawful direction given to the Executive by the Company.

Position and Duties. The Executive will shall serve as the Executive Vice President, General Counsel and Chief Administrative Officer of the Company, or in such other position as may be designated by the capacity of Vice President with such Company from time to time. During the Term, Executive shall have the duties and responsibilities for the position(s) then held by Executive that exist as are commensurate with those held by similarly situated executives at similarly situated companies of the date hereofsimilar size, and/or as may later be and such other duties and responsibilities assigned by the Company (subject Chief Executive Officer that are reasonably consistent with Executive’s position. Executive shall report to the terms of Section 5(b) of this Agreement). The Chief Executive agrees to devote the Executive's best efforts to the performance of the Executive's duties and to follow all lawful direction given to the Executive by the CompanyOfficer.

Position and Duties. The During the Term, the Company shall employ Executive will serve in the capacity of as Executive Vice President and Secretary. Executive shall have, subject to the general direction of the Company’s Board of Directors (the “Board”), such duties, powers, and authority as are commensurate with their position as Executive Vice President and Secretary and such other duties and responsibilities that exist are commensurate with their positions as of the date hereof, and/or as may later be assigned reasonably delegated to them from time to time by the Company (subject Board. In this position, Executive shall report directly to the terms of Section 5(b) of this Agreement). The Chief Executive agrees to devote the Executive's best efforts to the performance of the Executive's duties and to follow all lawful direction given to the Executive by the CompanyOfficer.

Position and Duties. The During the Term, the Executive will serve in the capacity of as Executive Vice President with such duties and responsibilities that exist as President, Corporate Development, of the date hereofCompany and will have such duties, and/or functions, responsibilities and authority as may later be assigned by the Company are (subject to the terms of Section 5(bi) of this Agreement). The Executive agrees to devote consistent with the Executive's best efforts to the performance position as Executive Vice President, Corporate Development, of the ExecutiveCompany; or (ii) assigned to his office in the Company's duties and bylaws; or (iii) reasonably assigned to follow all lawful direction given to the Executive him by the Company's Board of Directors (the "Board").

Position and Duties. The Executive will shall serve in the capacity of as Vice President with such duties and responsibilities that exist as President, Business Development of the date hereofCompany and its subsidiaries and shall have such responsibilities and authority consistent with this position as may, and/or as may later from time to time, be assigned by the Company (subject to the terms of Section 5(b) of this Agreement). The Executive agrees to devote the Executive's best efforts to the performance of the Executive's duties and to follow all lawful direction given to the Executive by the CEO or Board of Directors of the Company. The Executive shall devote his full business time and efforts to the business affairs of the Company, unless the CEO authorizes efforts related to other initiatives. The Executive will report directly to the President and/or CEO of the Company.

Position and Duties. The Executive will shall serve in the capacity of as Executive Vice President with such duties and responsibilities that exist as of Development of the date hereof, and/or Company and shall have such responsibilities and authority as may later normally be assigned exercised by the Company (subject to the terms of Section 5(b) of this Agreement). The Executive agrees to devote the Executive's best efforts to the performance of the Executive's duties and to follow all lawful direction given to the Executive by the Companya person in such position at a company.

Position and Duties. The During the Executive's employment with the Company pursuant to this Agreement, the Executive will shall serve in as the capacity of Executive Vice President with such duties and responsibilities that exist as Chief Marketing Officer of the date hereof, and/or Company and shall have such responsibilities and authority as may later be assigned by the Chief Executive Officer of the Company (subject the "CEO") shall delegate, expand, limit or otherwise change from time to the terms of Section 5(b) of this Agreement). The Executive agrees to devote the Executive's best efforts to the performance of the Executive's duties and to follow all lawful direction given to the Executive by the Companytime.

Position and Duties. The During the Employment Period, the Executive will shall serve in as Executive Vice President, General Counsel and Strategic Alliances with the capacity of Vice President with such duties and responsibilities that exist customarily assigned to such position and such other duties and responsibilities as the Board of Directors or the Chief Executive Officer of the date hereof, and/or as may later be assigned by the Company (subject shall from time to time assign to the terms of Section 5(b) of this Agreement). The Executive agrees to devote the Executive's best efforts to the performance of the Executive's duties and to follow all lawful direction given to the Executive by the Company.

Position and Duties. The Executive will shall serve in as the capacity Senior Vice President, Administration of Vice President with such the Company. During the Term, Executive shall have the duties and responsibilities for the position(s) then held by Executive that exist as are commensurate with those held by similarly situated executives at similarly situated companies of the date hereofsimilar size, and/or as may later be and such other duties and responsibilities assigned by the Company (subject Chief Executive Officer that are reasonably consistent with Executive’s position. Executive shall report to the terms of Section 5(b) of this Agreement). The Chief Executive agrees to devote the Executive's best efforts to the performance of the Executive's duties and to follow all lawful direction given to the Executive by the CompanyOfficer.

Position and Duties. The Executive will shall serve in the capacity of as Executive Vice President of the Company and shall have such responsibilities, duties and authority that are consistent with such duties and responsibilities that exist as of the date hereof, and/or position as may later from time to time be assigned by the Company (subject to the terms of Section 5(b) of this Agreement). The Executive agrees to devote the Executive's best efforts to the performance of the Executive's duties and to follow all lawful direction given to the Executive by the Board. The Executive shall devote substantially all his working time and efforts to the business and affairs of the Company; provided, however, that the Executive may also serve on the boards of directors or trustees of other companies and organizations, as long as such service does not substantially interfere with the performance of his duties hereunder.

Position and Duties. The During the Term, Executive will shall serve in as Senior Executive Vice President, Chief Legal Officer and Corporate Secretary of the capacity of Vice President Company. Executive shall have the duties, powers and authority as are consistent with Executive’s position, including such other duties and responsibilities that exist as are reasonably delegated Executive from time to time by the President and Chief Executive Officer of the date hereof, and/or as may later be assigned by the Company (subject the “CEO”), including taking positions with Subsidiaries (as defined below) of the Company. Executive shall report to the terms of Section 5(b) of this Agreement). The Executive agrees to devote the Executive's best efforts to the performance of the Executive's duties and to follow all lawful direction given to the Executive by the CompanyCEO.

Position and Duties. The Officer currently serves as Executive will serve in Vice President, Chief Human Resources Officer of the capacity of Vice President Company and shall have such duties, responsibilities and authority consistent with such duties and responsibilities that exist position as of the date hereofmay, and/or as may later from time to time, be assigned to the Officer by the Company Chief Executive Officer (subject to the terms of Section 5(b) of this Agreement“CEO”). The Executive agrees to Officer shall devote the Executive's best efforts substantially all her working time and effort to the performance business and affairs of the Executive's duties and to follow all lawful direction given to the Executive by the Company.

Position and Duties. The Executive will shall serve in the capacity of Company as Senior Vice President with of Operations; and shall perform, faithfully and diligently, the services and functions relating to such duties and responsibilities that exist office or otherwise reasonably incident to such office as may be designated from time to time by the Board of Directors of the date hereof, and/or as may later Company; provided that all such services and functions shall be assigned by the Company (subject to the terms of Section 5(b) of this Agreement). The Executive agrees to devote reasonable and within the Executive's best efforts to the performance area of the Executive's duties expertise; and to follow all lawful direction given to provided further that the Executive by shall be physically capable of performing the Companysame.

Position and Duties. The Executive will shall serve in as the capacity of Executive Vice President and P▇▇▇▇▇▇ (Chief Academic Officer) of the Company, or in another position of equal or greater title, authority and responsibility, as assigned by the board of directors of the Company, with such duties and responsibilities that exist as the board of directors of the date hereof, and/or as Company may later be assigned by the Company (subject from time to time determine and assign to the terms of Section 5(b) of this Agreement)Executive. The Executive agrees to shall devote the Executive's ’s best efforts and full business time to the performance of the Executive's ’s duties and to follow all lawful direction given to the Executive by advancement of the business and affairs of the Company.

Position and Duties. The Executive will shall serve in the capacity of as Vice President with such duties and responsibilities that exist as Chief Financial Officer of the date hereof, and/or Company and shall have such responsibilities and authority as may later normally be assigned exercised by the Company (subject to the terms a chief financial officer of Section 5(b) of this Agreement). The Executive agrees to devote the Executive's best efforts to the performance of the Executive's duties and to follow all lawful direction given to the Executive by the Companya company.

Position and Duties. The Executive will shall serve in the capacity of as Vice President - Corporate Development of the Company and President of ▇▇▇▇▇▇▇ Seating, Inc., a subsidiary of the Company, and shall have such responsibilities, duties and authority as are customarily associated with such duties and responsibilities that exist offices, including but not limited to, those he may have as of the date hereof, and/or as may later be assigned by the Company (subject to the terms of Section 5(b) of this Agreement)Effective Date. The Executive agrees to shall devote the Executive's best efforts such time to the performance of the Executive's his duties as is necessary to satisfactorily perform his responsibilities and to follow all lawful direction given to the Executive by the Companyduties.

Position and Duties. The Executive will shall serve in as the capacity of Executive Vice President and Chief Financial Officer of the Company, and shall have such responsibilities, duties and authority as are assigned by the Chief Executive Officer of the Company and are customarily associated with such duties and responsibilities that exist position, including but not limited to, those he may have as of the date hereof, and/or as may later be assigned by the Company (subject to the terms of Section 5(b) of this Agreement)Effective Date. The Executive agrees to shall devote the Executive's best efforts such time to the performance of the Executive's his duties as is necessary to satisfactorily perform his responsibilities and to follow all lawful direction given to the Executive by the Companyduties.

Position and Duties. The Executive will shall serve in as the capacity of Vice President of Finance and Controller of the Company, and shall have such responsibilities, duties and authority as are assigned by the Chief Executive Officer and are customarily associated with such duties and responsibilities that exist position, including but not limited to, those he may have as of the date hereof, and/or as may later be assigned by the Company (subject to the terms of Section 5(b) of this Agreement)Effective Date. The Executive agrees to shall devote the Executive's best efforts such time to the performance of the Executive's his duties as is necessary to satisfactorily perform his responsibilities and to follow all lawful direction given to the Executive by the Companyduties.

Position and Duties. The During the Executive's employment with the Company pursuant to this Agreement, the Executive will shall serve in as the capacity of Vice President with such duties and responsibilities that exist as Chairman of the date hereof, and/or Company and shall have such responsibilities and authority as may later be assigned by the Chief Executive Officer of the Company (subject the "CEO") shall delegate, expand, limit or otherwise change from time to the terms of Section 5(b) of this Agreement). The Executive agrees to devote the Executive's best efforts to the performance of the Executive's duties and to follow all lawful direction given to the Executive by the Companytime.

Position and Duties. The Executive will shall serve in the capacity of as Executive Vice President with such duties and responsibilities that exist as of the date hereofCompany, and/or with primary responsibility for the management of the Company's research and development department, and as may later be assigned by General Counsel of the Company (subject to Company, with primary responsibility for the terms management of Section 5(b) of this Agreement)the Company's legal department as its chief legal officer. The Executive agrees shall have such additional responsibilities and authority as are consistent with his position and as may from time to devote the Executive's best efforts to the performance of the Executive's duties and to follow all lawful direction given time be assigned to the Executive by the Board or the Chief Executive Officer. The Executive shall devote substantially all his working time and efforts to the business and affairs of the Company.

Position and Duties. The During the Term, the Executive will serve in the capacity of as Executive Vice President with such duties President, General Counsel, and responsibilities that exist as Secretary of the date hereofCompany and will have such duties, and/or functions, responsibilities and authority as may later be assigned by the Company are (subject to the terms of Section 5(bi) of this Agreement). The Executive agrees to devote consistent with the Executive's best efforts to the performance position as Executive Vice President, General Counsel, and Secretary of the ExecutiveCompany; or (ii) assigned to his office in the Company's duties and bylaws; or (iii) reasonably assigned to follow all lawful direction given to the Executive him by the Company's Board of Directors (the "Board").

Position and Duties. The Executive will shall serve in as Executive Vice ------------------- President of the capacity of Vice President with Company and shall have such duties duties, authority and responsibilities that exist as of the date hereof, and/or as may later be assigned by the Company (subject to the terms of Section 5(b) of this Agreement)are normally associated with and appropriate for such position. The Executive agrees to shall devote the Executive's best substantially all of his working time and efforts to the performance business and affairs of the Company, except that Executive may perform personal or charitable activities which do not interfere with Executive's employment duties and to follow all lawful direction given to with the approval of the Chief Executive by Officer of the Company.

Position and Duties. The During the Term, Executive will shall serve in the capacity of as Senior Executive Vice President and Chief Banking Officer of the Company. Executive shall have the duties, powers and authority as are consistent with his position, including such other duties and responsibilities that exist as are reasonably delegated him from time to time by the President and Chief Executive Officer of the date hereof, and/or as may later be assigned by the Company (subject the “CEO”), including taking positions with Subsidiaries (as defined below) of the Company. Executive shall report to the terms of Section 5(b) of this Agreement). The Executive agrees to devote the Executive's best efforts to the performance of the Executive's duties and to follow all lawful direction given to the Executive by the CompanyCEO.

Position and Duties. The Executive will shall serve in the capacity of as Vice President and Treasurer of the Company, and shall have such responsibilities, duties and authority as are customarily associated with such duties and responsibilities that exist offices, including but not limited to, those he may have as of the date hereof, and/or as may later be assigned by the Company (subject to the terms of Section 5(b) of this Agreement)Effective Date. The Executive agrees to shall devote the Executive's best efforts such time to the performance of the Executive's his duties as is necessary to satisfactorily perform his responsibilities and to follow all lawful direction given to the Executive by the Companyduties.

Position and Duties. (a) The Executive will shall serve in as Vice Chairman and Chief Operating Officer of the capacity Company, reporting to the Chairman of Vice President the Board and Chief Executive Officer of the Company, with such duties and responsibilities that exist as are customarily assigned to such positions, and such other duties and responsibilities not inconsistent therewith as may be assigned to him from time to time by the Chief Executive Officer. In addition, throughout the Employment Period, the Executive shall be nominated to serve as a member of the date hereof, and/or as may later be assigned by the Company (subject to the terms of Section 5(b) of this Agreement). The Executive agrees to devote the Executive's best efforts to the performance of the Executive's duties and to follow all lawful direction given to the Executive by the CompanyBoard.

Position and Duties. The Executive will shall serve in as the capacity of Executive Vice President of Corporate Development of the Company, and shall have such responsibilities, duties and authority as are assigned by the Chief Executive Officer and are customarily associated with such duties and responsibilities that exist position, including but not limited to, those he may have as of the date hereof, and/or as may later be assigned by the Company (subject to the terms of Section 5(b) of this Agreement)Effective Date. The Executive agrees to shall devote the Executive's best efforts such time to the performance of the Executive's his duties as is necessary to satisfactorily perform his responsibilities and to follow all lawful direction given to the Executive by the Companyduties.

Position and Duties. The Executive will shall serve in the capacity of as Executive Vice President with such duties and responsibilities that exist as Chief Administrative Officer of the date hereof, and/or Company with responsibilities and authority as may later from time to time be assigned to her by the Company (subject to Boards of Directors of the terms of Section 5(b) of this Agreement)Company. The Executive agrees to shall devote the Executive's best substantially all of his working time and efforts to the performance business affairs of the Executive's duties and to follow all lawful direction given to Company. In addition, the Executive shall serve on the Boards of Directors of the Company during the term of this Agreement for so long as he is elected to such Boards by the shareholders of the Company.

Position and Duties. The Executive will shall serve in the capacity of as Vice President with such duties and responsibilities that exist as of Sales of the date hereof, and/or Company and shall have such responsibilities and authority as may later normally be assigned exercised by the Company (subject to the terms of Section 5(b) of this Agreement). The Executive agrees to devote the Executive's best efforts to the performance of the Executive's duties and to follow all lawful direction given to the Executive by the Companya person in such positions at a company.

Position and Duties. The During the Term, the Executive will serve in the capacity of as Executive Vice President with such duties and responsibilities that exist as Chief Administrative Officer of the date hereofCompany and will have such duties, and/or functions, responsibilities and authority as may later be assigned by the Company are (subject to the terms of Section 5(bi) of this Agreement). The Executive agrees to devote consistent with the Executive's best efforts to the performance position as Executive Vice President and Chief Administrative Officer of the ExecutiveCompany; or (ii) assigned to his office in the Company's duties and bylaws; or (iii) reasonably assigned to follow all lawful direction given to the Executive him by the Company's Board of Directors (the "Board").

Position and Duties. The Employee shall serve, as the Executive will serve in the capacity of Vice President with of Employer and shall have the general powers and duties of management usually vested in that office in a corporation and such other powers and duties and responsibilities that exist as of the date hereof, and/or as may later be assigned prescribed by the Company (Board of Directors or the Bylaws of Employer. In this position, Employee will report directly to, and be subject to the terms supervision of, Employer's President, or otherwise, as the CEO or Board of Section 5(b) of this Agreement). The Executive agrees to devote the Executive's best efforts to the performance of the Executive's duties and to follow all lawful direction given to the Executive by the CompanyDirectors may specify.

Position and Duties. The During the Executive's employment with the Company pursuant to this Agreement, the Executive will shall serve in as the capacity of Vice President with such duties and responsibilities that exist as President-Corporate Development of the date hereof, and/or Company and shall have such responsibilities and authority as may later be assigned by the Chief Executive Officer of the Company (subject the "CEO") shall delegate, expand, limit or otherwise change from time to the terms of Section 5(b) of this Agreement). The Executive agrees to devote the Executive's best efforts to the performance of the Executive's duties and to follow all lawful direction given to the Executive by the Companytime.

Position and Duties. The Executive will shall serve in the capacity as Executive Vice President, Corporate Development, of Vice President with Employer. Executive shall have such duties and responsibilities that exist authority as of the date hereofare customary for, and/or and commensurate with, such position, and such other related duties and authority as may later from time to time be delegated or assigned to him by the Company (subject to Chief Executive Officer or the terms Board of Section 5(b) Directors of this Agreement)Employer. The Executive agrees to devote the Executive's best efforts to the performance of the Executive's shall discharge his duties in a diligent and to follow all lawful direction given to the Executive by the Companyprofessional manner.

Position and Duties. The Executive will shall serve in the capacity of as Executive Vice President and President, Commercial Services reporting to the Chief Executive Officer, with such responsibilities, duties and responsibilities that exist authority as of the date hereofare customary for such role, and/or as may later be assigned by the Company (subject to the terms of Section 5(b) of this Agreement). The Executive agrees to devote the Executive's best efforts to the performance of the Executive's duties and to follow all lawful direction given to the Executive by including, but not limited to, overall management responsibility for the Company's services known as Charter Business.

Position and Duties. The Executive will shall serve in as the capacity of Executive Vice President with such President, General Counsel and Corporate Secretary reporting to the Chief Executive Officer and shall perform the duties and responsibilities of that exist as of the date hereofoffice, and/or and shall have such other powers and duties as may later from time to time be assigned prescribed by the Company (subject to Board of Directors, provided that such duties are consistent with the terms position of Section 5(b) of this Agreement). The an Executive agrees to devote the Executive's best efforts to the performance of the Executive's duties Vice President, General Counsel and to follow all lawful direction given to the Executive by the CompanyCorporate Secretary.

Position and Duties. The Executive will shall serve in as the capacity of Vice President and Controller of the Company, and shall have such responsibilities, duties and authority as are assigned by the Chief Financial Officer of the Company and are customarily associated with such duties and responsibilities that exist position, including but not limited to, those he may have as of the date hereof, and/or as may later be assigned by the Company (subject to the terms of Section 5(b) of this Agreement)Effective Date. The Executive agrees to shall devote the Executive's best efforts such time to the performance of the Executive's his duties as is necessary to satisfactorily perform his responsibilities and to follow all lawful direction given to the Executive by the Companyduties.

Position and Duties. The Executive will shall serve in as a Vice President of the capacity Company. Subject to the authority of the Board of Directors and the Chief Executive Officer of the Company, the Executive shall have all of the powers and duties incident to the office of Vice President with and such other powers and duties and responsibilities that exist as may from time to time be prescribed by the Board of Directors or the Chief Executive Officer of the date hereof, and/or as may later be assigned by the Company (subject to the terms of Section 5(b) of this Agreement)Company. The Executive agrees to devote the Executive's best efforts to the performance serve without further compensation, if elected or appointed thereto, as an officer or a director of any of the ExecutiveCompany's duties domestic and to follow all lawful direction given to the Executive by the Companyforeign subsidiaries and affiliates.

Position and Duties. The Executive will shall serve in as Executive Vice President, Government Affairs reporting to the capacity of Vice President Chief Executive Officer, with such responsibilities, duties and responsibilities that exist authority as are customary for such role, including, but not limited to, overall management responsibility for the government affairs functions of the date hereofCompany. Executive shall devote all necessary business time and attention, and employ Executive’s reasonable best efforts, toward the fulfillment and execution of all assigned duties, and the satisfaction of defined annual and/or as may later be assigned by the Company (subject to the terms of Section 5(b) of this Agreement). The Executive agrees to devote the Executive's best efforts to the longer-term performance of the Executive's duties and to follow all lawful direction given to the Executive by the Companycriteria.

Position and Duties. The Executive will shall serve in the capacity of as Executive Vice President with such duties and responsibilities that exist as of the date hereof, and/or Company with responsibilities and authority as may later from time to time be assigned to him by the Company (subject to Boards of Directors of the terms of Section 5(b) of this Agreement)Company. The Executive agrees to shall devote the Executive's best substantially all of his working time and efforts to the performance business affairs of the Executive's duties and to follow all lawful direction given to Company. In addition, the Executive shall serve on the Boards of Directors of the Company during the term of this Agreement for so long as he is elected to such Boards by the shareholders of the Company.

Position and Duties. The Executive will shall serve in as the capacity Executive Vice President, Corporate and Product Development of Vice President with the Company, and shall have such authority, duties and responsibilities that exist as of the date hereofordinarily assigned to an employee holding such position. Executive shall also have such additional authority, and/or duties and responsibilities as may later be assigned to him by the Company (subject from time to the terms of Section 5(b) of this Agreement). The Executive agrees to devote the Executive's best efforts to the performance of the Executive's duties and to follow all lawful direction given to the Executive by the Companytime with his consent.

Position and Duties. The Executive will serve as Executive Vice President and Chief Financial Officer of the Company. Executive will render such business and professional services in the capacity performance of Vice President Executive’s duties, consistent with such duties and responsibilities that exist Executive’s position within the Company, as of the date hereof, and/or as may later will reasonably be assigned by the Company Company’s Chief Executive Officer (subject to the terms of Section 5(b) of this Agreement“CEO”). The Executive agrees to devote the CEO may modify Executive's best efforts to the performance ’s job title and duties as it deems necessary and appropriate in light of the Company’s needs and interests from time to time. The period of Executive's duties and ’s employment under this Agreement is referred to follow all lawful direction given to herein as the Executive by the Company“Employment Term.”

Position and Duties. The Executive will shall serve in as the capacity of Executive Vice President with such duties and responsibilities that exist as Chief Operating Officer of the date hereofCompany and shall have such duties, and/or responsibilities and authority as may later be assigned by the Company (subject are customary to the terms of Section 5(b) of this Agreement). The Executive agrees to devote the Executive's best efforts to his position and as are reasonably necessary for the performance of the Executive's duties and to follow his obligations hereunder, subject at all lawful direction given times to the authority of the board of directors and Chief Executive by Officer of the Company. Executive shall devote all of his business time, attention, skill and efforts and his undivided loyalty to the business and affairs of the Company.

Position and Duties. The Executive will shall serve in the capacity of as Vice President with such duties and responsibilities that exist as of Operations of the date hereof, and/or Company and shall have such responsibilities and authority as may later normally be assigned exercised by the Company (subject to the terms of Section 5(b) of this Agreement). The Executive agrees to devote the Executive's best efforts to the performance of the Executive's duties and to follow all lawful direction given to the Executive by the Companya person in such positions at a company.

Position and Duties. The Executive will shall serve in as the capacity of Chief Financial Officer and Executive Vice President with such of the Company. During the Term, Executive shall have the duties and responsibilities for the position(s) then held by Executive that exist as are commensurate with those held by similarly situated executives at similarly situated companies of the date hereofsimilar size, and/or as may later be and such other duties and responsibilities assigned by the Company (subject Chief Executive Officer that are reasonably consistent with Executive’s position. Executive shall report to the terms of Section 5(b) of this Agreement). The Chief Executive agrees to devote the Executive's best efforts to the performance of the Executive's duties and to follow all lawful direction given to the Executive by the CompanyOfficer.

Position and Duties. The During the Term, the Executive will serve in shall serve, as an employee, as the capacity of Executive Vice President with such duties and responsibilities that exist as of the date hereofCompany and shall have such duties, and/or functions, responsibilities and authority as may later be assigned by the Company (subject to the terms of Section 5(b) of this Agreement). The Executive agrees to devote are consistent with the Executive's best efforts to the performance of the Executive's duties and to follow all lawful direction given to the Executive by the Company’s position.

Position and Duties. The Executive will shall serve in the capacity of as Executive Vice President and General Counsel of the Company and shall have such responsibilities, duties and authority that are consistent with such duties and responsibilities that exist as of the date hereof, and/or positions as may later from time to time be assigned by the Company (subject to the terms of Section 5(b) of this Agreement). The Executive agrees to devote the Executive's best efforts to the performance of the Executive's duties and to follow all lawful direction given to the Executive by the Board. The Executive shall devote substantially all his working time and efforts to the business and affairs of the Company; provided, however, that the Executive may also serve on the boards of directors or trustees of other companies and organizations, as long as such service does not substantially interfere with the performance of his duties hereunder.

Position and Duties. The Executive will shall serve in as the capacity of Executive Vice President for Institutional Advancement of the Company, or in another position of equal or greater title, authority and responsibility, as assigned by the board of directors of the Company, with such duties and responsibilities that exist as the board of directors of the date hereof, and/or as Company may later be assigned by the Company (subject from time to time determine and assign to the terms of Section 5(b) of this Agreement)Executive. The Executive agrees to shall devote the Executive's ’s best efforts and full business time to the performance of the Executive's ’s duties and to follow all lawful direction given to the Executive by advancement of the business and affairs of the Company.

Position and Duties. The Executive will shall serve in the capacity of as Executive Vice President with and General Sales Manager and shall have such duties responsibilities and responsibilities that exist as of the date hereof, and/or authority as may later normally be assigned exercised by the Company (subject to the terms an Executive Vice President of Section 5(b) of this Agreement). The Executive agrees to devote the Executive's best efforts to the performance of the Executive's duties and to follow all lawful direction given to the Executive by the Companya corporation.

Position and Duties. The Executive will shall serve in the capacity of as Senior Vice President with such duties and responsibilities that exist as President, Real Estate of the date hereof, and/or Company or another position which shall be either of comparable rank or a promotion and shall continue to have such responsibilities and duties as may later be assigned to him by the Company (subject to the terms of Section 5(b) of this Agreement). The Chief Executive agrees to devote the Executive's best efforts to the performance Officer of the Executive's duties and Company or the Board from time to follow all lawful direction given to the Executive by the Companytime.

Position and Duties. The Executive will shall serve in as the capacity of Vice President and Chief Accounting Officer of the Company, and shall have such responsibilities, duties and authority as are assigned by the Chief Executive Officer and are customarily associated with such duties and responsibilities that exist position, including but not limited to, those he may have as of the date hereof, and/or as may later be assigned by the Company (subject to the terms of Section 5(b) of this Agreement)Effective Date. The Executive agrees to shall devote the Executive's best efforts such time to the performance of the Executive's his duties as is necessary to satisfactorily perform his responsibilities and to follow all lawful direction given to the Executive by the Companyduties.

Position and Duties. The During the Term of Employment, the Executive will shall serve in as the capacity of Vice President with such duties -- Sales and responsibilities that exist as Marketing of the date hereofCompany and shall have such duties, and/or functions, responsibilities and authority as may later be assigned by the Company (subject to the terms of Section 5(b) of this Agreement). The Executive agrees to devote are consistent with the Executive's best efforts to the performance of the Executive's duties position as an executive responsible for sales and to follow all lawful direction given to the Executive by marketing at the Company.

Position and Duties. The Executive will shall serve in the capacity position of Vice Executive Vice-President of Engineering and Operations, with such powers, duties, and/or responsibilities as are assigned to Executive by the President & Chief Executive Officer, or his/her respective delegate. Executive will devote his best efforts, time, and attention exclusively to the business of the Company, and shall faithfully and efficiently discharge all duties and responsibilities that exist as of the date hereofassigned to him hereunder. Executive shall comply with all Company policies, and/or procedures and practices as may later now exist or which from time to time be assigned by the Company (subject to the terms of Section 5(b) of this Agreement). The Executive agrees to devote the Executive's best efforts to the performance of the Executive's duties and to follow all lawful direction given to the Executive by the Companyimplemented.

Position and Duties. The Executive will shall serve in the capacity of as Executive Vice President with such duties and responsibilities that exist as for Sales & Development of the date hereofCompany, and/or reporting to the President and Chief Executive Officer of the Company, and shall have such responsibilities and authority as may later normally be assigned exercised by the Company (subject to the terms of Section 5(b) of this Agreement). The Executive agrees to devote the Executive's best efforts to the performance of the Executive's duties and to follow all lawful direction given to the Executive by the Companya person in such a position at a company.

Position and Duties. The Executive will shall serve in the capacity of as Executive Vice President with such duties and responsibilities that exist as of the date hereof, and/or Company and shall have such responsibilities and authority as may later from time to time be assigned by the Company (subject to the terms of Section 5(b) of this Agreement). The Executive agrees to devote the Executive's best efforts to the performance of the Executive's duties and to follow all lawful direction given to the Executive by the Board or the Chief Executive Officer. The Executive shall devote substantially all his working time and efforts to the business and affairs of the Company.

Position and Duties. The During the term of Executive’s employment hereunder, Executive will shall serve in the capacity of as an Executive Vice President with such duties and responsibilities that exist as of the date hereof, and/or Company and shall have such powers and duties as may later from time to time be assigned by the Company (subject to the terms of Section 5(b) of this Agreement). The Executive agrees to devote the Executive's best efforts to the performance of the Executive's duties and to follow all lawful direction given to the Executive prescribed by the Company. Executive shall devote substantially all his working time and effort to the business and affairs of the Company and its affiliates, provided that Executive shall be permitted to serve on the board of directors of one or more companies so long as such service does not interfere with Executive’s obligations hereunder and is in accordance with the Company’s policies.

Position and Duties. The Executive will shall serve in the capacity of as Senior Vice President with such duties - Finance and responsibilities that exist as Administration and Chief Financial Officer of the date hereof, and/or Company and shall have such responsibilities and authority as may later normally be assigned exercised by the Company (subject to the terms a senior vice president and chief financial officer of Section 5(b) of this Agreement). The Executive agrees to devote the Executive's best efforts to the performance of the Executive's duties and to follow all lawful direction given to the Executive by the Companya company.

Position and Duties. The During the Term, the Executive will serve as Executive Vice President and Chief Financial Officer of the Company, and will have such duties, functions, responsibilities and authority as are (i) consistent with the Executive’s position as Executive Vice President and Chief Financial Officer of the Company; or (ii) assigned to his office in the capacity of Vice President with such duties and responsibilities that exist as of the date hereof, and/or as may later be assigned by the Company (subject to the terms of Section 5(b) of this Agreement). The Executive agrees to devote the Executive's best efforts to the performance of the Executive's duties and to follow all lawful direction given to the Executive by the Company.’s bylaws; or

Position and Duties. The Throughout the term hereof, the Executive will serve in the capacity of shall be employed as Vice President — Controller of the Corporation with such the duties and responsibilities customarily attendant to that exist office, provided that the Executive shall undertake such other and further assignments and responsibilities of at least comparable status as of the date hereof, and/or as Corporation may later be assigned by the Company (subject to the terms of Section 5(b) of this Agreement)direct. The Executive agrees to shall diligently and faithfully devote the Executive's his full working time and best efforts to the performance of the Executive's duties services under this Agreement and to follow all lawful direction given to the Executive by furtherance of the Companybest interests of the Corporation.

Position and Duties. The Executive will shall serve in as the capacity Executive Vice ------------------- President and Chief Operating Officer of Vice President with the Company. The Executive shall perform the duties generally of an executive vice president and chief operating officer for the Company and shall have such specific responsibilities, duties and responsibilities that exist authorities as of the date hereof, and/or as may later shall from time to time be assigned by the Company (subject to Chief Executive Officer or the terms Board of Section 5(b) Directors of this Agreement)the Company. The Executive agrees to shall devote the Executive's best substantially all his working time and efforts to the performance business and affairs of the Executive's duties Company and to follow all lawful direction given to the Executive by the Companyits subsidiaries.

Position and Duties. The Executive will shall serve in the capacity of as Vice President of Sales of Employer, with such duties and responsibilities that exist authority as are set forth on Exhibit A attached hereto, and such duties as the Chief Executive Officer or Board of the date hereof, and/or as Directors may later be assigned by the Company (subject to the terms of Section 5(b) of this Agreement)reasonably prescribe. The Executive agrees to devote the Executive's best efforts to the performance of the Executive's shall discharge his duties in a diligent and to follow all lawful direction given to the Executive by the Companyprofessional manner.

Position and Duties. The During the Term, the Company shall employ Executive will serve in as Executive Vice President. Executive shall have, subject to the capacity general direction of the Company’s Board of Directors (the “Board”), such duties, powers, and authority as are commensurate with their position as Executive Vice President with and such other duties and responsibilities that exist are commensurate with their positions as of the date hereof, and/or as may later be assigned reasonably delegated to them from time to time by the Company (subject Board. In this position, Executive shall report directly to the terms of Section 5(b) of this Agreement). The Board and Chief Executive agrees to devote the Executive's best efforts to the performance of the Executive's duties and to follow all lawful direction given to the Executive by the CompanyOfficer.

Position and Duties. The Executive will hereby agrees to serve in as an employee of the capacity of Company as Vice President with - Chief Technology Officer. Executive shall report to the President or such duties and responsibilities that exist other officer(s) as designated by the Board of the date hereof, and/or as may later be assigned by Directors of the Company (subject to the terms of Section 5(b) of this Agreement"Board"). The Executive agrees to shall devote the Executive's his best efforts and his full business time and attention to the performance of services to the Company in accordance with the terms hereof and as may reasonably be requested by the Board, the President or other Board-designated officer of the Company. Executive's duties and to follow all lawful direction given to shall be consistent with the Executive by the Companyduties of chief technology officers of similar companies.

Position and Duties. The Executive will shall serve in as the capacity of Executive Vice President with such duties and responsibilities that exist as Chief Operating Officer of the date hereof, and/or Company performing the functions and duties as may later shall be assigned by the Company (subject prescribed from time to the terms of Section 5(b) of this Agreement). The Executive agrees time provided that such functions and duties are consistent with and attendant to devote the Executive's best position or other positions that he may hold from time to time. Executive shall devote his full working time and efforts to the performance business and affairs of the Executive's Company and the promotion of its interests and perform all duties and services on behalf of the Company necessary to follow all lawful direction given to the Executive by the Companycarry out such functions.

Position and Duties. The During the term of Executive’s employment hereunder, Executive will shall serve in the capacity of as Executive Vice President with such duties and responsibilities that exist as & General Counsel of the date hereof, and/or Company and shall have such powers and duties as may later from time to time be assigned by the Company (subject to the terms of Section 5(b) of this Agreement). The Executive agrees to devote the Executive's best efforts to the performance of the Executive's duties and to follow all lawful direction given to the Executive prescribed by the Company. Executive shall devote substantially all his working time and effort to the business and affairs of the Company and its affiliates.

Position and Duties. The Executive will shall serve in as the capacity Executive Vice President, Finance and Chief Financial Officer of Vice President with the Company and shall report to the Chief Executive Officer of the Company. Executive shall have the authority and responsibilities customarily accorded to such position and shall perform such duties faithfully and responsibilities that exist as of the date hereof, and/or as may later be assigned by the Company (subject to the terms of Section 5(b) of this Agreement)conscientiously. The Executive agrees to devote the Executive's best substantially all of his or her normal business efforts and time during normal business hours to the performance of the Executive's ’s duties and to follow all lawful direction given to the Executive by the Companyhereunder.

Position and Duties. The Executive will serve in the capacity of Vice President with such duties and responsibilities that exist as of the date hereof, and/or as may later shall be assigned employed by the Company (subject to and during the terms of Section 5(b) of this Agreement)Employment Period the Executive shall serve as the Company’s Senior Vice President and Chief Account Officer. The Executive agrees to devote the Executive's best efforts to the performance shall also serve without additional compensation in such offices of subsidiaries of the Executive's duties and Company to follow all lawful direction given to which the Executive may be elected or appointed by the Company.

Position and Duties. The Executive will shall serve in as the capacity of Executive Vice President of Corporate Development of the Company, and shall have such responsibilities, duties and authority as are assigned by the Chief Executive Officer of the Company and are customarily associated with such duties and responsibilities that exist position, including but not limited to, those he may have as of the date hereof, and/or as may later be assigned by the Company (subject to the terms of Section 5(b) of this Agreement)Effective Date. The Executive agrees shall report to the Chief Executive Officer of the Company. The Executive shall devote the Executive's best efforts such time to the performance of the Executive's his duties as is necessary to satisfactorily perform his responsibilities and to follow all lawful direction given to the Executive by the Companyduties.

Position and Duties. The Executive will shall serve in as the capacity of Executive Vice President with such duties and responsibilities that exist as of the date hereofCompany. Subject to the authority of the Board of Directors and the Chief Executive Officer of the Company, and/or the Executive shall have all of the powers and duties incident to the office of the Executive Vice President and such other powers and duties as may later from time to time be assigned prescribed by the Company (subject to Board of Directors or the terms Chief Executive Officer of Section 5(b) of this Agreement)the Company. The Executive agrees to devote the Executive's best efforts to the performance serve without further compensation, if elected or appointed thereto, as an officer or a director of any of the ExecutiveCompany's duties domestic and to follow all lawful direction given to the Executive by the Companyforeign subsidiaries and affiliates.

Position and Duties. The Executive will shall serve in the capacity of as Vice President with such duties and responsibilities that exist as for Regulatory Compliance of the date hereof, and/or Company and shall have such responsibilities and authority as may later normally be assigned exercised by the Company (subject to the terms of Section 5(b) of this Agreement). The Executive agrees to devote the Executive's best efforts to the performance of the Executive's duties and to follow all lawful direction given to the Executive by the Companya person in such position at a company.

Position and Duties. The Executive will shall serve in as Senior Executive Vice ------------------- President and Chief Operating Officer of the capacity of Vice President Company and shall have such responsibilities, duties and authority consistent with such duties and responsibilities that exist as of the date hereof, and/or positions as may later from time to time be assigned determined by the Board of Directors of the Company (subject to the terms of Section 5(b) of this Agreement). The Executive agrees to devote the Executive's best efforts to the performance of the Executive's duties and to follow all lawful direction given to the Executive by the Company.the

Position and Duties. The Executive will shall serve as Executive Vice President and Chief Technical Officer reporting to the Chief Executive Officer, with such responsibilities, duties and authority as are customary for such role, including, but not limited to, overall management responsibility for technology and engineering in the capacity Company. Executive shall devote all necessary business time and attention, and employ Executive’s reasonable best efforts, toward the fulfillment and execution of Vice President with such duties all assigned duties, and responsibilities that exist as the satisfaction of the date hereof, defined annual and/or as may later be assigned by the Company (subject to the terms of Section 5(b) of this Agreement). The Executive agrees to devote the Executive's best efforts to the longer-term performance of the Executive's duties and to follow all lawful direction given to the Executive by the Companycriteria.

Position and Duties. During the Term, the Executive shall serve as Senior Vice President and General Counsel, with responsibilities, duties, and authority customary for such position. The Executive will serve in shall report to the capacity of Vice President with such duties and responsibilities that exist as & Chief Financial Officer of the date hereof, and/or as may later be assigned by the Company (subject to the terms of Section 5(b) of this Agreement)Company. The Executive agrees to devote observe and comply with the Executive's best efforts Company’s rules and policies as adopted from time to the performance of the Executive's duties and to follow all lawful direction given to the Executive time by the Company.