Common use of Position and Duties Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Position and Duties. During the Employment Period, the Executive's status, offices, titles, and reporting requirements with 2.1 Commencing on 1 February 2014 the Company shall employ Employee as Chief Operating Officer of its AquaBounty Farms Division; provided, however, that Employee may have such other titles in addition to or its Affiliated Companies or both, in lieu thereof as the case may beCompany determines in its sole discretion. Employee shall report to the CEO of the Company. Employee shall have such responsibilities as may, shall from time to time, be commensurate with those in effect during duly authorized or directed by the 90-day period immediately preceding the Effective DateCEO. The A basic description of duties and responsibilities is included in Appendix A. During his employment, Employee shall perform faithfully and loyally and to the best of his abilities the duties assigned to him hereunder. Employee shall act at all times in the Executive may be increasedbest interests of the Company. Employee shall devote his full business time, decreased or otherwise changed during the Employment Period, provided that the duties attention and responsibilities assigned effort to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and shall not, at any time during his employment, be engaged in any other business activity whether or not such business activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Company. The foregoing is not intended to use his reasonable best efforts restrict Employee’s ability to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporateengage in charitable, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time community activities to the management of his and his family's personal investments and affairs, so long as extent that such activities do not significantly materially interfere with his duties hereunder and are notified in writing to the performance of Company. 2.2 Employee shall immediately upon the Executive's responsibilities as an employee of Company’s request supply any and all information which the Company or its Affiliated any Group Company may reasonably require in order to be able to comply with any statutory or regulatory provision or stock exchange rule or requirement, including for the avoidance of doubt the Rules for AIM Companies published by the London Stock Exchange. 2.3 Employee shall comply with the provisions of the code of dealing adopted by the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any requirements of the London Stock Exchange or, in the absence of the adoption of such activities have been conducted a code, with the provisions of the Model Code set out in the Listing Rules published by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature UK Listing Authority and scope thereto) subsequent to the Effective Date Employee shall not thereafter be deemed (subject always to interfere with the performance his fiduciary duties as an officer of the Executive's responsibilities Company) do or omit to do anything which could result in the Company and its Affiliated Companiesbeing in breach of the Rules for AIM Companies published by the London Stock Exchange.

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

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

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

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

Position and Duties. During the Employment Period, the Executive's status, offices, titles, and reporting requirements with the Company or its Affiliated Companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding (a) Beginning from the Effective Date, Employee shall serve the District as “General Manager”. (b) In her role as General Manager, Employee shall be employed on a full- time basis with the expectation that Employee will devote her full attention to the performance of her job. The Employee’s position shall be located in Salt Lake City, Utah, at the District’s main office indicated in the first paragraph of this Agreement, or at any future or other location used by the District. Employee shall be responsible for General Manager duties as more particularly described in the General Manager Job Description included as Exhibit A to this Agreement as well as in any District Bylaws and responsibilities Policies. Employee shall carry out such additional duties as might reasonably be assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel her from time to time for business purposes. During by the Employment Period, and excluding any periods Board of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours to the business and affairs Trustees of the Company District (the “Board”) and its Affiliated Companies and will continue to use his reasonable best efforts to perform faithfully and efficiently the carry out CFO duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's personal investments and affairs, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive which she was responsible prior to the Effective Date as reasonably necessary for the efficient operation of the District until a new CFO is hired by the District. Employee recognizes that the Job Description included as Exhibit A may be reasonably modified by the Board in the discretion of the Board as deemed appropriate to reflect changed circumstances and/or the District’s needs, and that changes to the Job Description shall not cause the District to be in breach of this Agreement, provided the District is in compliance with Section 3 hereof. (c) The Board will review Employee’s performance as General Manager of the District on or about the six (6) month anniversary of the Effective Date, and annually thereafter. Employee’s performance may also be reviewed by the reinstatement Board at any other time or continued conduct of such activities (or times in the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance discretion of the Executive's responsibilities Board. In conjunction with such reviews, Employee shall submit such documents and information as may be requested by the Board. The results of each review may be written up and placed in Employee’s personnel file. Employee will be expected to adhere to and implement directives from the Company Board and its Affiliated Companiesthe willful failure or refusal to do so may constitute cause for termination under Section 4(a) below.

Position and Duties. A. During the Employment PeriodTerm of this Agreement, Executive shall be the Executive's status, offices, titles, and reporting requirements with Chief Financial Officer of the Company or its Affiliated Companies or both, as the case may be, and shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The have such duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the as are customary for such position and consistent with those duties and responsibilities assigned of a Chief Financial Officer of a corporation that is comparable to the Company. Executive at any given time are not materially inconsistent with shall report directly to the Chief Executive Officer of the Company and to the Board of Directors of the Company (the “Board”). Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's ’s services shall be performed at the location where offices of the Executive was employed immediately preceding the Effective Date Company located in New York, NY or any location less an office that is located no more than 20 25 miles from such locationoffices, although the Executive understands and agrees that he may be required subject to reasonable travel from time to time for business purposes. During the Employment Period, and excluding any requirements. B. Excluding periods of vacation and vacation, sick leave and disability to which the Executive is entitledentitled pursuant to the terms of this Agreement, during the Term, Executive agrees to devote substantially all of his business time and attention during normal business hours to the business and affairs performance of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of under this Agreement for the Agreement; provided that Executive to serve may (i) engage in civic or charitable activities, including serving on corporate, civic civic, educational, philanthropic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's (ii) manage Executive’s personal investments and affairs(iii) perform consulting services under the Consulting Agreement (as defined below) subject to the terms and conditions prescribed in Section II.C below, so long as provided further, that, in each case, such activities do not significantly materially interfere with the performance of Executive’s duties and responsibilities hereunder. C. From time to time, Executive may perform Consulting Services (as defined below) for CBS Corporation or its successor (“CBS”), as successor to Viacom, Inc., pursuant to a Consulting Agreement dated February 28, 2005 between Executive and Viacom, Inc. (the “Consulting Agreement”). Under the Consulting Agreement, Executive has agreed to provide CBS with consulting services concerning any questions relating to the Westinghouse discontinued operations, the Viacom/CBS merger and any other matters within the scope of Executive's ’s responsibilities as an employee while he was employed by Viacom, Inc. or its predecessors prior to February 28, 2005 on which his expertise is sought (the “Consulting Services”) for the period ending December 31, 2008, subject to earlier termination under certain circumstances, and for up to 150 hours for each of (i) the period from July 1, 2006 to December 31, 2006, (ii) calendar year 2007 and (iii) calendar year 2008. Executive may perform Consulting Services pursuant to the Consulting Agreement during the term thereof; provided, however, that: 1. Executive represents and warrants to the Company that he is not aware of any actual or potential conflicts between the Consulting Services currently being provided and the interests of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that Executive has provided a written notice to the extent that any Chief Executive Officer of the Company describing the material terms of such activities have been conducted current Consulting Services; 2. If Executive intends to provide Consulting Services with respect to a new assignment under the Consulting Agreement (a “Consulting Assignment”), he shall provide written notice to the Chief Executive Officer of the Company describing the material terms of such Consulting Assignment; 3. The Company, within the ten (10) business day period after receipt of such written notice by the Chief Executive prior to Officer of the Effective DateCompany (the “Determination Period”), shall determine, in good faith, whether such Consulting Assignment presents an actual or potential conflict with the interests of the Company; 4. If the Company determines, in good faith, that such Consulting Assignment presents an actual or potential conflict with the interests of the Company, the reinstatement or continued conduct Company may, in its sole discretion, notify Executive in writing of such activities (determination within the Determination Period and instruct Executive to refrain from undertaking such Consulting Assignment, in which case Executive shall so refrain from providing such Consulting Services with respect to such Consulting Assignment; 5. If the Company does not instruct the Executive to refrain from undertaking such Consulting Assignment as set forth in Section II.C.4 above, Executive may undertake such Consulting Assignment and provide Consulting Services in connection therewith, provided, however, that if Executive or the reinstatement Company at any time becomes aware of an actual or conduct potential conflict between the interests of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companiesthe Consulting Services being provided pursuant to such Consulting Assignment, the party becoming aware of such actual or potential conflict shall provide written notice of such actual or potential conflict to the other party hereto and, if so requested by the Company, Executive shall refrain from performing any further Consulting Services in connection with such Consulting Assignment.

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

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

Position and Duties. During the Employment Period, the Executive's statusExecutive shall serve as President and Chief Executive Officer of each of AFG and AAC. In such capacities, offices, titles, the Executive shall report directly to the Board of Directors of AFG and reporting requirements with the Company or its Affiliated Companies or bothAAC, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposesapplicable. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitledshall have the duties, responsibilities and authority as shall be consistent with the Executive’s positions and such other duties, responsibilities and authority consistent with the Executive’s positions as may be assigned to the Executive agrees to by the relevant Board of Directors. The Executive shall devote substantially all of his time the Executive’s business efforts to the performance of the Executive’s duties hereunder and attention during normal business hours to the advancement of the business and affairs of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it Company, provided that in no event shall not be a violation of this Agreement for sentence prohibit the Executive to serve on corporate, civic from creating and managing his personal and family investments or participating in charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's personal investments and affairsactivities, so long as such personal or family investments and charitable activities do not significantly interfere with the performance Executive’s duties under this Agreement and comply with the Company’s Code of the Executive's responsibilities as an employee Business Conduct and other policies of the Company or its Affiliated Companies as in accordance with this Agreementeffect from time to time. It is expressly understood AFG and agreed AAC shall each take such actions as may be required so that to the extent that any such activities have been conducted by the Executive prior to becomes a member of the Board of Directors of such company (a) in the case of AFG, as soon as practicable following the creation of a vacancy on the Board and (b) in the case of AAC, as of the Effective Date. Until such time as the Executive becomes a member of the Board of Directors of AFG and AAC, he shall has the right to be an observer of each such Board of Directors, which shall include, without limitation, the reinstatement or continued conduct following rights: (i) to receive all notices, consents and other information and communications sent generally to members of such activities Boards of Directors at the same time and manner as received by such members and (ii) to attend all meetings of such Boards of Directors. The Executive may serve on the board of directors of other companies with the prior approval of the AFG Board of Directors or the reinstatement Governance and Nominating Committee thereof; provided that the Executive agrees to resign such service in the event the AFG Board of Directors or conduct of activities similar in nature the Governance and scope thereto) subsequent Nominating Committee thereof reasonably determines such service materially interferes with the Executive’s duties to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated CompaniesCompany.

Position and Duties. Section 1.01. The Company hereby continues the employment of the Employee and the Employee hereby accepts continued employment pursuant to the terms of this Agreement. Your employment under this Agreement will take effect on August 12, 2010 (the “Effective Date”) and will continue until the third anniversary of the Effective Date; provided that the term of this Agreement shall automatically be extended for one (1) additional year on the first anniversary of the Effective Date and each anniversary thereafter, unless, not less than ninety (90) days prior to each such date, either party shall have given notice to the other that it does not wish to extend the term. You will be employed by the Company on a full-time basis in the position of Chief Executive Officer and President. In addition, you will serve as an officer of one or more of the Company’s Affiliates without further compensation, as you are requested from time to time. During the Employment Periodterm of this Agreement (the “Term”), the Executive's status, offices, titlesCompany shall nominate Employee, and reporting requirements use its best efforts to have him elected, to the Board of Directors of the Company (the “Board”) throughout the term of this Agreement and shall include him in the management 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 to serve during the Term, as director of the Company. Section 1.02. You agree to perform the duties of your position and such other duties as reasonably may be assigned to you from time to time by the Board; provided, however, that you shall not be assigned duties that are inconsistent with your position, duties, responsibilities and status with the Company or its Affiliated Companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding prior to the Effective Date. The duties You also agree that, while employed by the Company, you will devote your full business time and responsibilities assigned your best efforts, business judgment, skill and knowledge to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. During the Employment Period, and excluding any periods advancement of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours to the business and affairs interests of the Company and its Affiliated Companies Affiliates and to use his reasonable best efforts to perform faithfully and efficiently the discharge of your duties and responsibilities assigned to him hereunderfor them. During This provision does not prevent you from serving on the Employment Period it shall not be a violation board of this Agreement for the Executive to serve on corporateany business, civic church, non-profit or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts organization; provided that such service does not give rise to a conflict of time to the management of his and his family's personal investments and affairs, so long as interest; provided further that such activities do not significantly interfere with the materially detract from your performance of your duties hereunder and that as a precondition the Executive's responsibilities as an employee Board of Directors of the Company or its Affiliated Companies (the “Board”) has been notified of your service on such board, and has agreed in accordance with this Agreement. It is expressly understood and agreed that writing to the extent that any permit such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companiesservice.

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

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

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

Position and Duties. (i) During the Employment Period, the Executive's status, offices, titlesExecutive shall serve as Chief Executive Officer of HHH Seaport Division, and reporting requirements with on the Company or its Affiliated Companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Datedate Seaport begins being publicly listed on a nationally recognized exchange will become Chief Executive Officer of Seaport. The Executive’s job duties and responsibilities assigned as Chief Executive Officer of HHH Seaport Division and Chief Executive Officer of Seaport include the management of all matters related to the Executive Seaport region, including the ▇▇▇▇ ▇▇▇▇▇▇-related joint venture and related projects, the Aviators minor league baseball team, and the Fashion Show air rights, with such authority, duties and responsibilities as are normally attendant to such position and such other duties commensurate with this position that may be increasedreasonably assigned by the Company’s Board of Directors (the “Board”). During his employment at HHH, decreased or otherwise changed the Executive shall report to the Board of HHH. During his employment at Seaport, the Executive shall report to the Board of Seaport. Within thirty (30) days of Seaport being publicly listed on a nationally recognized exchange, the Executive shall be appointed as a director on the Board of Seaport, and Seaport shall nominate the Executive for election to the Board at each annual stockholders’ meeting of Seaport that occurs during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. . (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his business attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies Company, and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch responsibilities. During the Employment Period Period, it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, deliver lectures(B) manage personal and family investments, fulfill speaking engagements and (C) engage in lectures or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's personal investments and affairsteaching, so long as any such activities referenced in Section 2(a)(ii)(A)-(C) do not significantly not, individually or in the aggregate, interfere with the performance discharge of the Executive's ’s responsibilities as an employee of the Company or its Affiliated Companies in accordance with pursuant to this Agreement. It is expressly understood and agreed that to ; provided, however, for the extent that any such activities have been conducted by avoidance of doubt, during the Employment Period, the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companieshold any other management positions at other companies or any other entities.

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

Position and Duties. (a) During the Employment Periodperiod from November 27, 2018 (the “Effective Date”) until no later than March 31, 2019 (such date, the Executive's status“Executive Start Date”), officesthe Executive shall serve as the Executive Chairman of the Company and Cerevel Therapeutics, titlesInc. (“Parent”). In this capacity, the Executive will undertake a strategic leadership role for the Company, and reporting requirements with provide guidance and oversight for the management of the Company or its Affiliated Companies or bothand Parent, and their day-to-day operations. As of the Executive Start Date, the Executive will serve as the case may beChairman of the Board of Directors of Parent and Chief Executive Officer of the Company and Parent. In addition, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel asked from time to time for business purposesto serve as an officer or director of one or more of the Company’s Affiliates, without further compensation. During Notwithstanding any provision herein to the Employment Periodcontrary, the parties acknowledge that until the Executive Start Date, the Executive shall continue in his current role as Chairman and Chief Executive Officer of Yumanity Therapeutics, Inc. (“Yumanity”), and excluding any periods of vacation and sick leave to which after the Executive is entitledStart Date may continue to serve as Executive Chairman of Yumanity, and be required to devote appropriate time and efforts to those roles. (b) As of the Effective Date, the Executive agrees to perform the duties of his position and such other duties as may reasonably be assigned to the Executive from time to time by Parent’s Board of Directors (or such other board of directors or managers as may be designated as the operative governing body of the Company from time to time, the “Board”) that are consistent with the Executive’s role. The Executive also agrees that, while employed by the Company, he will devote substantially all of his business time and attention during normal his best efforts, business hours judgment, skill and knowledge exclusively to the advancement of the business and affairs interests of the Company and its Affiliated Companies Affiliates and to use the discharge of his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunderfor them. During Except as provided in Section 1(a) above and this Section 1(b), the Employment Period it Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during his employment, except as may be expressly approved in advance by the Board in writing, which approval shall include the Executive’s role as a violation member of this Agreement for the boards of directors of at least two and up to three for-profit entities, subject to Board approval of such entities (with such approval not to be unreasonably withheld and any consideration of approval taking into account the Executive’s compliance with applicable shareholder service guidelines governing participation on outside boards), which entities shall initially consist of Yumanity, McKesson Corporation, and Regeneron Pharmaceuticals, Inc.; provided, however, that the Executive to serve on corporatemay without advance consent participate in not for profit and charitable activities and engage in personal investment activities, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time in each case to the management of his and his family's personal investments and affairsextent such activities, so long as such activities roles or positions, individually or in the aggregate, do not significantly materially interfere with the performance of the Executive's responsibilities as an employee ’s duties under this Agreement, create a conflict of the Company interest or its Affiliated Companies in accordance with violate any provision of Section 3 of this Agreement. It is expressly understood Notwithstanding the foregoing, the Executive and agreed that the Company will cooperate to determine a reasonable end date for any board service obligations of the extent that any such activities have been conducted Executive beyond those permitted hereunder. (c) The Executive agrees that, while employed by the Executive prior Company, he will comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Effective Datehis position, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar as in nature and scope thereto) subsequent effect from time to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companiestime.

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

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

Position and Duties. During the Employment Period, the Executive's status, offices, titlesEmployee shall serve as the Company’s “Chief Executive Officer,” responsible for directing the overall business and operations of the Company, and reporting requirements with the Company or its Affiliated Companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The faithfully perform all duties and responsibilities assigned to the consistent with his position as Chief Executive may be increased, decreased or otherwise changed during the Employment Period, provided that Officer and the duties and responsibilities assigned relating to the Executive at business or operations of the Company (or its subsidiaries) consistent with his position as a senior executive officer as the Company’s Board of Directors (the “Board of Directors”), any given time are not materially inconsistent with committee thereof or the Executive's status, offices, titles, and reporting requirements as in effect during Chairman of the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he Board of Directors may be required to travel direct from time to time for business purposestime. During Without limiting the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours to the business and affairs generality of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently foregoing, it is anticipated that the Employee’s primary duties and responsibilities assigned to him hereundershall be overseeing and directing the overall business and operations of the Company, including pursuing or reviewing potential financings, mergers and acquisitions, generating or approving business plans, establishing corporate strategy, pursuing or reviewing material commercial ventures and relationships, steering the Company’s operations toward management approved forecasts and budgets, and advising the Board of Directors on material business matters affecting the Company. During the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's personal investments and affairs, so long as such activities do not significantly interfere with In the performance of the Executive's Employee’s duties and responsibilities hereunder, the Employee shall regularly report to the Board of Directors. In addition, the Employee agrees to serve as an employee a director of the Company, and, subject to the fiduciary duties of its directors, the Company agrees to use its best efforts to nominate and cause the Employee to be elected as a director of the Company as soon as reasonably possible on or its Affiliated Companies in accordance with this Agreementafter the date hereof. It is expressly understood The Employee will fulfill his duties and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company hereunder from his residence office currently located in Campton, New Hampshire, or at such location in the Northeastern United States as he reasonably determines. Notwithstanding the foregoing, the Employee agrees to travel as is otherwise necessary, in the Board of Directors’ reasonable determination, to fulfill his duties and its Affiliated Companiesresponsibilities as set forth in this Agreement.

Position and Duties. (i) During the Employment Period, the Executive's status, offices, titlesExecutive shall serve as the Chief Executive Officer of the Company, and reporting requirements in such other position or positions with the Company or and its Affiliated Companies or bothsubsidiaries as are consistent with the Executive’s positions as Chief Executive Officer of the Company, as the case may be, and shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The have such duties and responsibilities as are assigned to the Executive may be increasedby the Board consistent with the Executive’s position as Chief Executive Officer of the Company. The Executive agrees to serve as a member of the Board, decreased or otherwise changed if elected to serve in such position during the Employment Period. The Executive agrees to assist the Chairman of the Board with identifying potential candidates for service on the Board. During the Employment Period (and for 2016 during the three (3) to six (6) month period following the date of this Agreement), provided that the duties Executive agrees to provide recommendations and responsibilities assigned an annual and organizational budget for the Company to the Executive at any given time are not materially inconsistent Board that includes specific financial and operational targets for the Company which shall be used by the Board for the purposes of establishing performance targets and goals in connection with awarding annual bonuses to the executive team including the Executive's status. Additionally, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding Executive agrees to assist the Effective Date. The Executive's services shall be performed Board with identifying names of candidates for certain key positions at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from Company and a recommendation regarding salary and bonus structure for such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. positions. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his reasonable attention and time and attention during normal business hours and on a full-time basis to the business and affairs of the Company and its Affiliated Companies Company, to discharge the responsibilities assigned to the Executive hereunder, and to use his the Executive’s reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) be employed by the Company or any of its subsidiaries or Affiliates, (B) serve on corporate, civic or charitable boards or committees, (C) deliver lectures, fulfill speaking engagements or teach at educational institutions institutions, (D) serve as a non-executive outside director on the boards of directors and devote reasonable amounts any board committees (or board of time to managers, as the management case may be) of his ▇▇▇▇▇ ▇▇▇▇▇▇▇ Foundation, Inc., continue her ownership of and his family's involvement with W Products, LLC and W Skincare, or serve in any future non-executive outside director positions that are pre-approved by the Board and (E) manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's ’s responsibilities as an employee of the Company or its Affiliated Companies in accordance with this AgreementAgreement or otherwise utilize material resources of the Company (such as Company personnel, travel paid for by the Company, etc.); provided, however, that the Executive shall not engage in other employment or undertake any other commercial business activities unless the Executive obtains the prior written consent of the Board. It is expressly understood and agreed that The Board may deny or rescind consent to the extent Executive’s service as a director of all other corporations or participation in other business or public activities if the Board, in its sole discretion, determines that any such activities have been conducted by compromise or threaten to compromise the Company’s business interest or conflict with the Executive’s duties to the Company; provided, however, the Board may not deny or rescind consent relative to the Executive’s involvement in her skincare business. The Executive shall be permitted to retain all compensation in respect of any of the services or activities referred to in this Section 2(a)(ii). (iii) The location at which the Executive prior will perform services pursuant to this Agreement shall initially be the Effective Dateexisting offices of Organic Holdings LLC, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent Boca Raton, Florida. A transfer to the Effective Date an office located more than 25 miles from Boca Raton, Florida, shall not thereafter be deemed a material change in the geographic location at which the Executive must perform the services pursuant to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companiesthis Agreement.

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

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

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

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

Position and Duties. (a) During the Employment Period, the Executive's status, offices, titles, and reporting requirements with Executive shall serve as the Chief Executive Officer of the Company or its Affiliated Companies or bothand shall have the normal duties, as responsibilities and authority of the case may beChief Executive Officer, shall be commensurate with those in effect during subject to the 90-day period immediately preceding power of the Effective DateBoard and the powers delegated to the Executive’s superiors (if any) by the Board. The duties and responsibilities assigned to Executive shall also serve as Chairman of the Executive may be increased, decreased or otherwise changed Board during the Employment Period, provided Period unless the Board determines in the future that the duties and responsibilities assigned role of Chairman of the Board should be separated from the role of Chief Executive Officer in order to respond to statutory or stock exchange listing obligations or then-prevalent corporate practices. (b) The Executive shall report to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titlesBoard, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands shall devote his best efforts and agrees that he may be required to travel from time to time for business purposes. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time business time, attention and attention during normal business hours energies (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Affiliated Companies and to use Subsidiaries (as defined below). The Executive shall perform his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunderthe best of his abilities in a diligent, trustworthy, and businesslike manner. The Executive will perform his duties under this Agreement substantially from Company locations (except for the performance of duties required during permitted vacation periods). During the Employment Period it Period, the Executive shall not be a violation engage in any business activity which, in the reasonable judgment of this Agreement for the Board, materially conflicts with the duties of the Executive to 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 on corporate, civic as a member of the boards of directors of non-profit or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's personal investments and affairsorganizations, so long as such activities do not significantly interfere with the performance Executive shall at all times adequately fulfill his obligations pursuant to this Section 2(b). (c) For purposes of this Agreement, (i) “Subsidiaries” shall mean any corporation, partnership, limited liability company or similar business organization of which the securities having a majority of the Executive's responsibilities as an employee voting power in electing directors or the comparable governing body or Person are, at the time of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted determination, owned by the Executive prior to the Effective DateCompany, the reinstatement directly or continued conduct of such activities through one or more Subsidiaries; and (ii) “Person” shall be construed broadly and shall include, without limitation, an individual, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, a limited liability company and a governmental entity or the reinstatement any department or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companiesagency thereof.

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

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

Position and Duties. (a) During the Employment Period, the Executive's status, offices, titles, and reporting requirements with you will serve as Chief Science Officer of the Company or its Affiliated Companies or both(the “CSO”) and will have the usual and customary duties, responsibilities and authority of a person in such position and such other duties assigned to you by the Chief Executive Officer of the Company (the “CEO”) which are consistent with your position as CSO as you have performed in such position in the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding past and to the Effective Date. The duties and responsibilities assigned You will report directly to the Executive may be increasedCEO. You will devote your full working time, decreased or otherwise changed during the Employment Periodefforts and attention to, provided that and diligently and conscientiously perform the duties and responsibilities assigned of, such position. In addition to performing such duties for the Executive at any given time are not materially inconsistent with the Executive's statusCompany, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he you may be required to travel perform similar duties for the Company’s existing subsidiaries or affiliates, and/or any subsidiaries and/or affiliates which may be formed or acquired from time to time for business purposesincluding, but not limited to, Tyme Inc., a Delaware corporation (such subsidiaries and/or affiliates, including subsidiaries formed after the date hereof, shall be referred to as the “Affiliates”). During You will be free to work on a remote basis. For the Employment Periodavoidance of doubt, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours to the business and affairs you will remain as a member of the Company Board of Directors (the “Board”) and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's personal investments and affairs, so long as such activities do not significantly interfere with the performance Chairman of the Executive's responsibilities Board effective as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, and the reinstatement or continued conduct Company shall cause you to be nominated as a member of such activities the Board at each annual meeting of stockholders of the Company during the Employment Period at which your Board seat is up for re-election (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent and, to the Effective Date extent the Company solicits proxies for an annual meeting at which you are up for election, to solicit proxies for your election to the Board at such meeting) and shall not thereafter use all reasonable efforts to have you appointed as the Chairman of the Board throughout the Employment Period. Notwithstanding the above, the principal place that you will perform your services for the Company shall be deemed to interfere consistent with your past practices. (b) In connection with the performance COVID-19 pandemic, as part of your duties you will be the project manager of the Executive's responsibilities to Company’s TYME-19 proof-of-concept trial (RESPOnD) until the Company and its Affiliated Companies.initiation of a Phase II clinical trial studying TYME-19. 2421587v6 ACTIVE.125457275.14

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

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

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

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

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

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

Position and Duties. (i) During the Employment Period, the Executive's status, offices, titles, Executive shall serve as Chief Financial Officer and reporting requirements with Executive Vice President of Corporate Strategy of Sunstone and the Operating Partnership and shall perform such employment duties as are usual and customary for such positions and such other duties as the Company or its Affiliated Companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposesreasonably assign to the Executive. Subject to the terms and conditions of this Agreement and the achievement of certain performance objectives to be determined by the Board of Directors of Sunstone (the “Board”), no sooner than February 29, 2012, and no later than February 28, 2013, Executive will be appointed to serve as President of Sunstone and the Operating Partnership. The date of such appointment will be determined by the Board. Subject to any required stockholder vote, the Executive shall also serve as a member of the Board not later than twelve (12) months after appointment to President. Prior to the Executive’s appointment as President of Sunstone and the Operating Partnership, the Executive shall report directly to the President and Executive Chairman of Sunstone and the Operating Partnership. Following the Executive’s appointment as President of Sunstone and the Operating Partnership, the Executive shall report to the Chief Executive Officer of Sunstone and the Operating Partnership and the Board. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time business time, energy, skill and attention during normal business hours best efforts to the performance of his duties hereunder in a manner that will faithfully and diligently further the business and affairs interests of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently Company. Notwithstanding the duties and responsibilities assigned to him hereunder. During foregoing, during the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committeescommittees consistent with the Company’s conflicts of interests policies and corporate governance guidelines in effect from time to time and, with respect to service with a for-profit entity, with the written consent of the Company’s Chief Executive Officer, (B) deliver lectures, lectures or fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of (C) manage his and or his family's family members’ personal investments and affairsinvestments, so long as such activities do not significantly materially interfere with the performance of the Executive's ’s responsibilities as an employee executive officer of the Company. (iii) The Executive agrees that he will not take personal advantage of any business opportunity related to the Company’s business that arises during his employment by the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed which may be of benefit to the Company; provided, however, that the Executive may take advantage of any such opportunities to the extent that any such activities have been conducted the Executive satisfies all conditions precedent to doing so, as required by the Executive prior to the Effective Date, the reinstatement or continued conduct Company’s Code of such activities (or the reinstatement or conduct of activities similar in nature Business Conduct and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated CompaniesEthics.

Position and Duties. (a) During the Employment PeriodTerm, the Executive shall serve as the President and Chief Executive Officer of Intervoice. In such capacity, the Executive's status, officessubject to the ultimate control and direction of the Board, titlesshall have and exercise direct charge of and general supervision over the business and affairs of Intervoice. In addition, the Executive shall have such other duties, functions, responsibilities, and reporting requirements with the Company or its Affiliated Companies or both, authority as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time delegated to the Executive by the Board; provided, however, that such duties, functions, responsibilities, and authority are reasonable and customary for business purposesa person serving in the same or similar capacity of an enterprise comparable to Intervoice. The Executive shall report and be accountable to the Board. Furthermore, the Board shall request the Nominating Committee of the Board, subject to and in a manner consistent with the Intervoice Nominating Committee Charter, to recommend the Executive as a nominee for election to the Board of Intervoice at each annual meeting of shareholders during the Employment Term. (b) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitledTerm, the Executive agrees to shall devote substantially all of his time full time, skill, and attention during normal business hours and his best efforts to the business and affairs of Intervoice to the Company and its Affiliated Companies and extent necessary to use his reasonable best efforts to perform faithfully discharge fully, faithfully, and efficiently the duties and responsibilities delegated and assigned to him hereunder. During the Executive in or pursuant to this Agreement, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. (c) In connection with the Executive’s employment by Intervoice under this Agreement, the Executive shall be based at the principal executive offices of Intervoice in Dallas, Texas, or at any other place where the principal executive offices of Intervoice may be located during the Employment Period it shall not be a violation of this Agreement for the Term. The Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's personal investments and affairs, so long also will engage in such travel as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee ’s duties in the business of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed Intervoice may require. (d) All services that to the extent that any such activities have been conducted by the Executive prior may render to Intervoice or any of its Affiliates in any capacity during the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date Employment Term shall not thereafter be deemed to interfere be services required by this Agreement and the consideration for such services is that provided for in this Agreement. (e) The Executive hereby acknowledges that he has read and is familiar with the performance Intervoice’s Business Ethics Policy and Code of Conduct and is in full compliance with all of the Executive's responsibilities provisions thereof and will continue to comply with all such provisions, and any amendments thereto, during the Company and its Affiliated CompaniesEmployment Term.

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

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

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

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

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

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

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

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

Position and Duties. During Chief Executive Officer, reporting to the Employment Period, Board of Directors (the Executive's status, offices, titles, and reporting requirements with “Board”) of Ulta. You agree to perform all duties required as Chief Executive Officer of the Company or its Affiliated Companies or bothCompany, as determined and assigned by the case may beBoard from time to time, shall including without limitation supervision and control over and responsibility for the general management and overall policy of the Company. Your duties, responsibilities and authority will be commensurate with those in effect during the 90-day period immediately preceding duties, responsibilities and authority of a chief executive officer, but at all times will be under the Effective Datedirection of the Board. The duties and responsibilities assigned You will be nominated for election to the Executive may be increased, decreased or otherwise changed during Board at the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titlesfirst opportunity following your start date, and reporting requirements as in effect during will be nominated for re-election throughout the 90term of your employment. Your employment will be on a full-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours to the business exclusive basis and affairs of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it shall you agree that you will not be a violation of this Agreement for the Executive to serve on corporate, civic accept other employment or charitable boards engage in any activity that would impair or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's personal investments and affairs, so long as such activities do not significantly interfere with the performance of your duties to the Executive's responsibilities as an employee Company, whether or not for compensation, without the express written consent of the Company Board. Additionally, except as specifically provided below, you may continue to serve on the boards of the not-for-profit entities and pursue the other community activities listed below or its Affiliated Companies that you have otherwise previously disclosed to the Company. It is understood that at such time as the Board determines appropriate, and subject to prior Board approval you will be allowed to serve on the board (and any board committees) of at least one additional for-profit business that does not compete with the Company. You are currently serving as a director of Target Corporation. Effective prior to your start day you agree to resign your position as a director of Target Corporation. In addition, you are currently a board member of, or otherwise involved in, the following non-profit organizations: Northshore University Health Systems, Loyola Academy, World Business Chicago, and The Civic Committee of Chicago. Start Date: July 1, 2013 Base Salary: Your base salary will be $925,000 per annum, pro-rated for any partial year based on actual days of employment. Your base salary will be reviewed annually in accordance with this Agreementthe Company’s policy for the review of the compensation of senior officers, and may be increased in the discretion of the Board from time to time. It Base salary, as in effect from time to time, may not be decreased without your express written consent unless the decrease is expressly understood pursuant to (and agreed that consistent in percentage reduction with) a general compensation reduction applicable to all, or substantially all, executive officers of the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar Company. Base salary will be paid in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere accordance with the performance of the Executive's responsibilities Company’s normal payroll practices as in effect from time to the Company and its Affiliated Companiestime.

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

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

Position and Duties. During Beginning on the Effective Date and continuing until the first business day following the Company’s filing with the Securities Exchange Commission (“SEC”) of its annual report on Form 10-K for 2013, the Executive shall serve as the Executive Vice President, Finance. On the first business day following the Company’s filing of its annual report on Form 10-K with the SEC and during the remaining Employment Period, the Executive's statusExecutive shall serve as the Executive Vice President, officesChief Financial Officer and Treasurer of the Company, titleswith the duties, authority and reporting requirements responsibilities as are commensurate with such position and as are customarily associated with such position. Executive shall hold such other positions in the Company or its Affiliated any of the other Parking Companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel him from time to time for business purposesby the Chief Executive Officer of the Company or his designee. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to shall devote substantially all of his full attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the responsibilities assigned to the Executive under this Agreement, use his the Executive’s reasonable best efforts to perform carry out such responsibilities faithfully and efficiently efficiently. The Executive shall not, during the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation term of this Agreement for Agreement, engage in any other business activities that will interfere with the Executive’s employment pursuant to this Agreement, it being agreed that the Executive to serve on corporatemay engage in, civic and may retain any fees payable as a result of, speaking or charitable boards writing activities or committeesservice as a director of a non-competing company (provided, deliver lectureshowever, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts that the Executive’s acceptance of time any such directorship shall be subject to the management prior approval of his and his family's personal investments and affairs, the Company’s Chief Executive Officer) so long as such activities engagements do not significantly interfere with the performance of the Executive's ’s employment and duties pursuant to this Agreement. Executive shall discharge his duties and responsibilities as an employee of the Company or its Affiliated Companies under this Agreement in accordance with this Agreement. It is expressly understood the Company’s Code of Conduct presently in effect or as amended and agreed that modified from time to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companiestime hereafter.

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

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

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

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

Position and Duties. (a) During the Employment Period, Executive shall serve as the Executive's status, offices, titles, President and reporting requirements with Chief Executive Officer of the Company or its Affiliated Companies or bothand Parent and shall have the normal duties, as responsibilities, functions and authority of such position, including, without limitation, full responsibility for the case may beoperations of the Company, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned subject to the Executive may be increasedpower and authority of the Company’s Board of Directors (the “Board”) to expand or limit such duties, decreased or otherwise changed during responsibilities, functions and authority and to overrule actions of officers of the Employment Period, Company; provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's statussuch permitted limitations may, officesnevertheless, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposesconstitute “Good Reason” under Section 9. During the Employment Period, Executive shall render such administrative, financial and excluding any periods of vacation other executive and sick leave managerial services to the Company and its Affiliates which are consistent with Executive’s position as the Board may from time to time direct. (b) During the Employment Period, Executive is entitled, shall report to the Executive agrees to Board and shall devote substantially all of his best efforts and his full business time and attention during normal business hours (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Affiliated Companies Affiliates. Executive shall perform his duties, responsibilities and functions to use the Company and its Affiliates hereunder to the best of his reasonable best efforts to perform faithfully abilities in a diligent, trustworthy, professional and efficiently efficient manner and shall comply with the Company’s and its Affiliates’ policies and procedures in all material respects. In performing his duties and responsibilities assigned exercising his authority under the Agreement, Executive shall develop, support and implement the business and strategic plans approved from time to him hereundertime by the Board. During the Employment Period it Period, Executive shall not be a violation accept other employment, serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of this Agreement for the Board; provided that Executive to 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, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's personal investments and affairs, organizations so long as such activities do not significantly interfere with Executive’s employment. The Company hereby consents to the performance service of Executive on the boards of directors of TALX Corporation and Valutec Card Solutions, Inc. (“Valutec”) and their respective Subsidiaries and Affiliates. The Company and Executive agree that Executive's responsibilities as an employee ’s principal location of employment with the Company or its Affiliated Companies shall be at the Company’s headquarters in accordance with this Agreement. It is expressly understood Tampa, Florida and agreed that Executive agrees to establish primary residence in the extent that any such activities have been conducted by the Executive prior to Tampa, Florida area within six months of the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companies.

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

Position and Duties. (i) During the Employment Period and until the First Succession Date, (A) the Executive’s title shall be President and Chief Operating Officer of the Company and (B) the following individuals shall each report directly to the Executive: the Vice President and President, Building Efficiency, the Vice President and President, Power Solutions, and the Executive Vice President – Asia/Pacific (and/or, in each case, persons holding equivalent positions and responsibilities from time to time). In addition, the Executive shall have other authority, duties and responsibilities (including status, offices, and titles) that are customary for a president and chief operating officer of corporations of the size, type, and nature of the Company, and the Executive shall have meaningful involvement in all areas of the operations of the Company and its Affiliated Companies. The Executive shall report only to the Chief Executive Officer and Chairman of the Board of Directors of the Company. (ii) Beginning on the First Succession Date, (A) the Executive’s title shall be Chief Executive Officer of the Company, and the Executive shall report only to the Board of Directors of the Company, and (B) all corporate and functional areas (other than Corporate Strategy and Corporate Development) shall report directly to the Executive. (iii) Beginning on the Second Succession Date, (A) the Executive shall also be appointed as Chairman of the Board of Directors of the Company, and (B) the Corporate Strategy and Corporate Development divisions will also report directly to the Executive. (iv) At all times during the Employment Period, the Executive's status, offices, titlesCompany shall use its best efforts to cause the Executive to continue to serve on the Board of Directors of the Company, and reporting requirements with shall nominate the Executive to the Board of Directors of the Company or its Affiliated Companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. for each applicable Board term. (v) The Executive's ’s services initially shall be performed at the location where the Executive was employed immediately preceding the Effective Date Date; provided that the Executive shall establish a residence in the Milwaukee, Wisconsin metropolitan area no later than the first anniversary of the Effective Date. Following the First Succession Date, the Executive’s services shall be performed at the Company’s offices in Milwaukee, Wisconsin, or any office or location less than 20 35 miles from such respective location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. . (vi) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his reasonable attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use his the Executive’s reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's (C) manage personal investments and affairsinvestments, so long as such activities do not significantly interfere with the performance of the Executive's ’s responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date (or Change of Control Date, as applicable), the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date (or Change of Control Date, as applicable) shall not thereafter be deemed to interfere with the performance of the Executive's ’s responsibilities to the Company and its Affiliated CompaniesCompany.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Position and Duties. (i) During the Employment Period, the Executive's status, offices, titlesExecutive shall serve as Chief Executive Officer of HHH Seaport Division, and reporting requirements with on the Company or its Affiliated Companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Datedate Seaport begins being publicly listed on a nationally recognized exchange will become Chief Executive Officer of Seaport. The Executive’s job duties and responsibilities assigned as Chief Executive Officer of HHH Seaport Division and Chief Executive Officer of Seaport include the management of all matters related to the Executive Seaport region, including the J▇▇▇ ▇▇▇▇▇▇-related joint venture and related projects, the Aviators minor league baseball team, and the Fashion Show air rights, with such authority, duties and responsibilities as are normally attendant to such position and such other duties commensurate with this position that may be increasedreasonably assigned by the Company’s Board of Directors (the “Board”). During his employment at HHH, decreased or otherwise changed the Executive shall report to the Board of HHH. During his employment at Seaport, the Executive shall report to the Board of Seaport. Within thirty (30) days of Seaport being publicly listed on a nationally recognized exchange, the Executive shall be appointed as a director on the Board of Seaport, and Seaport shall nominate the Executive for election to the Board at each annual stockholders’ meeting of Seaport that occurs during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes. . (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his business attention and time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies Company, and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereundersuch responsibilities. During the Employment Period Period, it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, deliver lectures(B) manage personal and family investments, fulfill speaking engagements and (C) engage in lectures or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's personal investments and affairsteaching, so long as any such activities referenced in Section 2(a)(ii)(A)-(C) do not significantly not, individually or in the aggregate, interfere with the performance discharge of the Executive's ’s responsibilities as an employee of the Company or its Affiliated Companies in accordance with pursuant to this Agreement. It is expressly understood and agreed that to ; provided, however, for the extent that any such activities have been conducted by avoidance of doubt, during the Employment Period, the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companieshold any other management positions at other companies or any other entities.

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

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

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

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

Position and Duties. During the Employment Period, the Executive's statusExecutive shall continue to serve as the President and Chief Executive Officer of NFP and, offices, titles, and reporting requirements with subject to the Company or its Affiliated Companies or bothprovisions of this Section 2, as Chairman of the case may be, Board of NFP (the “NFP Board”) and shall perform duties and be assigned responsibilities by the NFP Board that are commensurate with those in effect during the 90-day period immediately preceding the Effective Datesuch offices. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during During the Employment Period, provided that the duties and responsibilities assigned Executive shall report to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposesNFP Board. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to shall devote substantially all of his her attention and time and attention during normal business hours to the business and affairs of NFP and use the Company and its Affiliated Companies and to use his Executive’s reasonable best efforts to perform carry out the responsibilities assigned to the Executive under this Agreement faithfully and efficiently efficiently. The Executive shall not, during the Employment Period, engage in any other business activities that will interfere with the Executive’s employment pursuant to this Agreement. Anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) serving on the boards of directors of charitable or educational organizations and/or, with the approval of the NFP Board as to each position, which approval shall not be unreasonably withheld, on the boards of directors of a reasonable number of other corporations or the boards of a reasonable number of trade associations, (ii) engaging in charitable activities and community affairs, and (iii) managing her personal and family investments and affairs, provided that all of the foregoing activities taken as a whole do not interfere or conflict with the proper performance of her duties and responsibilities assigned to him hereunderas NFP’s President and Chief Executive Officer. During the Employment Period it Period, the Executive’s services shall not be a violation performed primarily at NFP’s office located in the New York metropolitan area, subject to travel requirements in connection with the Executive’s duties under this Agreement. In addition, unless under applicable law (including without limitation any rules or regulations of this Agreement any exchange on which NFP Common Stock (as defined below) is listed) the NFP Board must consist only of independent directors, with respect to each election of directors of NFP during the Employment Period, NFP shall cause the NFP Board to nominate the Executive for election to the NFP Board and, provided she is so elected, the NFP Board will elect the Executive as Chairman of the NFP Board unless under applicable law the Chairman must be an independent director. In addition, the NFP Board may in its discretion invite the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to attend the management of his and his family's personal investments and affairs, so long as such activities do not significantly interfere with the performance meetings of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective DateNFP Board nominating committee, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companiesif any.