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. (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. 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. 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. (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 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 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, 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 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. During the Employment Period, the Executive's status, offices, titles, Executive shall serve as President and reporting requirements with Chief Executive Officer of the Company or its Affiliated Companies or both, as the case may be, and shall be commensurate the chief executive with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned respect to the management and oversight of the worldwide operations of the Company and its Subsidiaries. In such capacity, the Executive may be increasedshall have such responsibilities, decreased or otherwise changed during powers and duties as are inherent in his positions (and the Employment Period, provided that undertakings applicable to his positions) and necessary to carry out his responsibilities and the duties required of him hereunder 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; provided that such responsibilities, powers and duties prescribed by the Board of Directors of the Company are substantially consistent with those customarily assigned to individuals serving in such position at comparable companies and shall not, without his consent, include tasks or responsibilities that would be inconsistent with those of President and Chief Executive Officer. 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 working time and attention during normal business hours efforts 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 hereunderSubsidiaries. During the Employment Period it The Executive shall not be directly or indirectly render any services of a violation business, commercial or professional nature to any other person or for-profit organization not related to the business of this Agreement the Company or its Subsidiaries, whether for compensation or otherwise, without prior written consent of the Company. Notwithstanding the foregoing, Executive to may serve on corporate, civic the board of directors or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote board of trustees a reasonable amounts number of time to the management of his and his family's personal investments and affairs, non-profit organizations so long as such activities do service does not significantly interfere with the performance of the Executive's responsibilities duties hereunder. Except as an employee indicated in the preceding sentence and for the normal travel requirements 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 Datehis position, 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 principal place of business shall be located in the Company New York Metropolitan area, including New York City, Westchester County, New York, Long Island, Fairfield County, Connecticut, and its Affiliated CompaniesMorris, Essex, Bergen and other locations in northern New Jersey.

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. (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. During the Employment Period, the Executive's position (including status, offices, titles, and reporting requirements requirements), authority, duties, and responsibilities 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 as the Chief Executive Officer of the Company may be increased, decreased or otherwise changed during the Employment Period, provided that the duties in his discretion and responsibilities assigned acting in good faith from time to time assign to the Executive at any given time are not materially inconsistent with Executive, but in no event shall the Executive's status, offices, titles, and reporting requirements as in effect during position with the 90-day period immediately preceding the Effective DateCompany be less than an officer position. 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 20 100 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. (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 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 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. (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. 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, 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. 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 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 (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. (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. (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, 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. 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. (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. (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. (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 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 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 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. During the Employment Period, the Executive's statusExecutive will serve in the position set forth on Schedule A to this Agreement and will render such managerial, officesanalytical, titlesadministrative, financial and other executive services to, and reporting requirements with shall have such responsibilities on behalf of, the Company or and its Affiliated Companies or bothSubsidiaries, 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 purposesnecessary in connection with the management and affairs of the Company and its Subsidiaries, in each case subject to the authority of the Board of Directors of the Company (the “Board”) to define and limit such executive services. During the Employment PeriodThe Executive’s responsibilities shall include, and excluding any periods of vacation and sick leave to which the without limitation, those set forth on Schedule A attached hereto. The Executive is entitled, the Executive agrees to will devote substantially all of his 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 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 Subsidiaries, provided that the Executive will be permitted to serve on corporate(i) serve, civic with the prior written consent of the Board (such consent not to be unreasonably withheld), as a member of the board of directors or advisory board of charitable boards or committeesorganizations, deliver lectures(ii) engage in charitable activities and community affairs, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of (iii) manage his and his family's personal investments and affairs, except that the Executive will limit the time devoted to the activities described in clauses (i), (ii), and (iii) so long as such activities do not significantly interfere to materially interfere, individually or in the aggregate, with the performance of the Executive's his duties and responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreementhereunder. It is expressly understood The Executive will perform 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 best of his abilities in a diligent, trustworthy, businesslike and efficient manner. The Executive will report to the person set forth on Schedule A or such other person as is determined by the Board. During the initial year of the Employment Period, the Executive shall have the right to determine if, and when, he will relocate to the Company’s designated office or facility. Thereafter, the Company and its Affiliated Companies.may require that the Executive relocate to the Company’s designated office or facility. The Company has agreed to pay associated moving costs as provided for on Schedule A.

Position and Duties. 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. 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. (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. (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. 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 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 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. (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. (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) 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. (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 35 miles from such location. For purposes of Section 4(a)(i) (A) such position, although authority, duties and responsibilities shall be regarded as not commensurate if, as a result of a Change of Control, (I) the Company becomes a direct or indirect subsidiary of another corporation or becomes controlled, directly or indirectly, by an unincorporated entity (such ultimate parent corporation or unincorporated entity is hereinafter referred to as a "parent company"), or (II) all or substantially all of the assets of the Company are acquired by another corporation or corporations or unincorporated entity or entities owned or controlled, directly or indirectly, by another corporation or unincorporated entity (such ultimate parent corporation or unincorporated entity is also hereinafter referred to as a "parent company"), unless, in each case, (x) Section 12(b) of this Agreement shall have been complied with by any such parent company and (y) the Executive understands shall have assumed a position with such parent company and agrees that he may be required to travel from the Executive's position, authority, duties and responsibilities with such parent company are at least commensurate in all material respects with the most significant of those held, exercised and assigned with the Company at any time to time for business purposes. during the 90-day period immediately preceding 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 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, 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. (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. (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 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. (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 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 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. (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, 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. (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 (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. (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 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. 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. 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. 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. (i) During the Employment Period, the Executive's statusposition and title shall be Chief Commercial 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 (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 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 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 has conducted 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 of the Change in Control shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companies.Company. (b)

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 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.