Common use of Positions Clause in Contracts

Positions. a. During the Employment Term, Executive shall serve as Executive Vice President and Chief Commercial Officer of the Company and as Executive Vice President of Holdings. As Chief Commercial Officer of the Company, Executive shall have responsibility for Luminant Energy (the entity responsible for the wholesale marketing, trading, origination and other activities of the Company), Generation Development, Risk, and fundamentals and structuring duties, and the most senior manager of each function for which Executive is solely responsible, shall report to Executive. As an Executive Vice President of Holdings, Executive shall have responsibility for Corporate Strategy and Corporate Development/M&A for Holdings and its subsidiaries. In both positions, Executive shall have such the duties described above and other duties, authority and responsibilities as shall be determined from time to time by the Chief Executive Officer of the Company or Holdings, as appropriate, which duties, authority and responsibilities shall be customary for Executive’s position in a business of a similar size, type and nature to that of the Company. Executive shall report to the Chief Executive Officer of the Company with respect to his responsibilities to the Company and shall report to the Chief Executive Officer of Holdings with respect to his responsibilities to Holdings. Executive shall also serve as a member of the Strategy and Policy Committee for Holdings. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of his duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided, however, that nothing herein shall preclude Executive from serving on the outside board of directors of one other company and, subject to the prior approval of the Board, which approval shall not be unreasonably withheld, from accepting appointment to or continuing to serve on such additional boards of directors or trustees of any other business, corporation or charitable organization; provided, further, that, in each case, such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 9.

Positions. a. (a) During the Employment Term, the Executive shall serve as Executive Vice President (i) President, Marketing and Chief Commercial Officer Client Service of the Operating Company and as Executive Vice President of Holdings. As Chief Commercial Officer of have the Companyauthority commensurate with such position and such duties commensurate with such position, Executive shall have responsibility for Luminant Energy (the entity responsible for the wholesale marketing, trading, origination and other activities of the Company), Generation Development, Risk, and fundamentals and structuring duties, and the most senior manager of each function for which Executive is solely responsible, shall report to Executive. As an Executive Vice President of Holdings, Executive shall have responsibility for Corporate Strategy and Corporate Development/M&A for Holdings and its subsidiaries. In both positions, Executive shall have such the duties described above and other duties, authority and responsibilities as shall be determined from time to time by the Chief Managing Member, and (ii) President, Marketing and Client Service of the Company and have the authority commensurate with such position and such duties commensurate with such position, as shall be determined from time to time by the Board of Directors of the Company (the “Board”). If appointed thereto, the Executive Officer further agrees to serve, without additional compensation, as a director of the Company or Holdings, as appropriate, which duties, authority and responsibilities shall be customary a director (or equivalent for Executive’s position in a business non-corporate entities) or officer of a similar size, type and nature to that the Operating Company or any other consolidated subsidiary of the Company. Executive shall report to the Chief Executive Officer of the Company with respect to his responsibilities to the Company and shall report to the Chief Executive Officer of Holdings with respect to his responsibilities to Holdings. Executive shall also serve as a member of the Strategy and Policy Committee for Holdings. b. (b) During the Employment Term, the Executive will devote Executive’s full business time and best efforts to the performance of his the duties hereunder of the positions in which he serves pursuant to Section 2(a) hereof and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or materially interfere with the rendition of such services either directly or indirectly, without the prior written consent of the BoardBoard and the Managing Member; provided, however, provided that nothing herein shall preclude Executive from serving on the outside board of directors of one other company and, subject to the prior approval of the Board, which approval shall not be unreasonably withheld, from accepting appointment to or (i) continuing to serve on such additional boards any board of directors or trustees of any other businessbusiness corporation or charitable organization on which the Executive serves as of the Effective Date and which have been previously disclosed to the Employer, (ii) serving on the boards of directors (or bodies with similar management powers) of any entities managed by the Operating Company and/or consolidated by the Company; or (iii) subject to the prior written consent of the Board and the Managing Member, from accepting appointment to any board of directors or trustees of any business corporation or charitable organization; provided, further, that, provided in each case, and in the aggregate, that such activities do not conflict or materially interfere with the performance of the Executive’s duties hereunder or conflict with Section 95 of this Agreement.

Positions. a. (a) During the Employment Term, the Executive shall serve as Executive Vice President and Chief Commercial Officer (i) President, International of the Operating Company and as Executive Vice President of Holdings. As Chief Commercial Officer of have the Companyauthority commensurate with such position and such duties commensurate with such position, Executive shall have responsibility for Luminant Energy (the entity responsible for the wholesale marketing, trading, origination and other activities of the Company), Generation Development, Risk, and fundamentals and structuring duties, and the most senior manager of each function for which Executive is solely responsible, shall report to Executive. As an Executive Vice President of Holdings, Executive shall have responsibility for Corporate Strategy and Corporate Development/M&A for Holdings and its subsidiaries. In both positions, Executive shall have such the duties described above and other duties, authority and responsibilities as shall be determined from time to time by the Chief Managing Member, and (ii) President, International of the Company and have the authority commensurate with such position and such duties commensurate with such position, as shall be determined from time to time by the Board of Directors of the Company (the “Board”). If appointed thereto, the Executive Officer further agrees to serve, without additional compensation, as a director of the Company or Holdings, as appropriate, which duties, authority and responsibilities shall be customary a director (or equivalent for Executive’s position in a business non-corporate entities) or officer of a similar size, type and nature to that the Operating Company or any other consolidated subsidiary of the Company. Executive shall report to the Chief Executive Officer of the Company with respect to his responsibilities to the Company and shall report to the Chief Executive Officer of Holdings with respect to his responsibilities to Holdings. Executive shall also serve as a member of the Strategy and Policy Committee for Holdings. b. (b) During the Employment Term, the Executive will devote Executive’s full business time and best efforts to the performance of his the duties hereunder of the positions in which he serves pursuant to Section 2(a) hereof and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or materially interfere with the rendition of such services either directly or indirectly, without the prior written consent of the BoardBoard and the Managing Member; provided, however, provided that nothing herein shall preclude Executive from serving on the outside board of directors of one other company and, subject to the prior approval of the Board, which approval shall not be unreasonably withheld, from accepting appointment to or (i) continuing to serve on such additional boards any board of directors or trustees of any other businessbusiness corporation or charitable organization on which the Executive serves as of the Effective Date and which have been previously disclosed to the Employer, (ii) serving on the boards of directors (or bodies with similar management powers) of any entities managed by the Operating Company and/or consolidated by the Company; or (iii) subject to the prior written consent of the Board and the Managing Member, from accepting appointment to any board of directors or trustees of any business corporation or charitable organization; provided, further, that, provided in each case, and in the aggregate, that such activities do not conflict or materially interfere with the performance of the Executive’s duties hereunder or conflict with Section 95 of this Agreement.

Positions. a. (a) Executive shall serve as a senior executive of the Company; initially as the Vice President - Corporate Communications of the Company. Executive shall also serve, if requested by the Board of Directors of the Company or the Chief Executive Officer of the Company (the "Chief Executive Officer"), as an executive officer, director of subsidiaries and a director of associated companies of the Company and a fiduciary of any employee benefit plan or trust for the employees of the Company or subsidiaries and shall comply with the policy of the Compensation Committee of the Company's Board of Directors (the "Compensation Committee") with regard to retention or forfeiture of the director's or other fees. (b) Executive shall report to any more senior officer of the Company as designated by the Chief Executive Officer and shall have such duties and authority, consistent with Executive's then position, as shall be assigned to Executive from time to time by the Board or other managing body of the Company (the "Board), the Chief Executive Officer or such other more senior officers of the Company. (c) During the Employment Term, Executive shall serve as Executive Vice President and Chief Commercial Officer devote substantially all of the Company and as Executive Vice President of Holdings. As Chief Commercial Officer of the Company, Executive shall have responsibility for Luminant Energy (the entity responsible for the wholesale marketing, trading, origination and other activities of the Company), Generation Development, Risk, and fundamentals and structuring duties, and the most senior manager of each function for which Executive is solely responsible, shall report to Executive. As an Executive Vice President of Holdings, Executive shall have responsibility for Corporate Strategy and Corporate Development/M&A for Holdings and its subsidiaries. In both positions, Executive shall have such the duties described above and other duties, authority and responsibilities as shall be determined from time to time by the Chief Executive Officer of the Company or Holdings, as appropriate, which duties, authority and responsibilities shall be customary for Executive’s position in a business of a similar size, type and nature to that of the Company. Executive shall report to the Chief Executive Officer of the Company with respect to his responsibilities to the Company and shall report to the Chief Executive Officer of Holdings with respect to his responsibilities to Holdings. Executive shall also serve as a member of the Strategy and Policy Committee for Holdings. b. During the Employment Term, Executive will devote Executive’s full 's business time and best efforts to the performance of his Executive's duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Boardhereunder; provided, however, that nothing herein Executive shall preclude Executive from serving on the outside board of directors of one other company andbe allowed, subject to the prior approval of the Board, which approval shall not be unreasonably withheld, from accepting appointment to or continuing to serve on such additional boards of directors or trustees of any other business, corporation or charitable organization; provided, further, that, in each case, extent that such activities do not conflict or materially interfere with the performance of Executive’s 's duties hereunder and responsibilities hereunder, to manage Executive's passive personal investments and to serve on corporate, civic, or conflict charitable boards or committees. Notwithstanding the foregoing, the Executive may serve on corporate boards of directors or advisory committees only if approved in advance by the Board or the Chief Executive Officer (which approval may be withdrawn at any time) and shall not serve on any corporate board of directors or advisory committees if such service would be inconsistent with Section 9Executive's fiduciary responsibilities to the Company.

Positions. a. During (a) Executive shall serve as Associate General Counsel and a senior executive of the Employment TermCompany and, upon the relocation of the Company's headquarters to its Florida office following the spin-off or sale of its LCA Group Inc.'s business segment, Executive shall serve as Executive Vice President President, General Counsel and Chief Commercial Officer of Secretary, reporting to the Company and as Executive Company's Senior Vice President of Holdings. As Chief Commercial Officer of the Company, Executive shall have responsibility for Luminant Energy (the entity responsible for the wholesale marketing, trading, origination and Administration or other activities of the Company), Generation Development, Risk, and fundamentals and structuring duties, and the most senior manager of each function for which Executive is solely responsible, shall report to Executive. As an Executive Vice President of Holdings, Executive shall have responsibility for Corporate Strategy and Corporate Development/M&A for Holdings and its subsidiaries. In both positions, Executive shall have such the duties described above and other duties, authority and responsibilities as shall be determined from time to time executive designated by the Chief Executive Officer of the Company or Holdings, as appropriate, which duties, authority and responsibilities shall be customary for Executive’s position in a business (the "Chief Executive Officer"). If requested by the Board of a similar size, type and nature to that Directors of the Company. Executive shall report to Company (the "Board") or the Chief Executive Officer of the Company with respect to his responsibilities to the Company and shall report to the Chief Executive Officer of Holdings with respect to his responsibilities to Holdings. Officer, Executive shall also serve on the Board, as an executive officer and director of subsidiaries and a member director of associated companies of the Strategy Company without additional compensation and Policy subject to any policy of the Compensation Committee for Holdingsof the Company's Board (the "Compensation Committee") with regard to retention or turnover of the director's fees. b. (b) Executive shall have such duties and authority, consistent with his then position as shall be assigned to him from time to time by the Board, or the Senior Vice President-Administration or her designee. (c) During the Employment Term, Executive will shall devote Executive’s full all of his business time and best efforts to the performance of his duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Boardhereunder; provided, however, that nothing herein Executive shall preclude Executive from serving on the outside board of directors of one other company andbe allowed, subject to the prior approval of the Board, which approval shall not be unreasonably withheld, from accepting appointment to or continuing to serve on such additional boards of directors or trustees of any other business, corporation or charitable organization; provided, further, that, in each case, extent that such activities do not conflict or materially interfere with the performance of Executive’s his duties hereunder and responsibilities hereunder, to manage his passive personal interests and to serve on civic or conflict charitable boards or committees, and subject to the next sentence, serve on corporate boards of directors. Executive may serve on corporate boards of directors only if approved in advance by the Board (which approval may be withdrawn at any time) and shall not serve on any corporate board of directors if such service would be inconsistent with Section 9his fiduciary responsibilities to the Company.

Positions. a. During the Employment Term, Executive shall serve as Executive Vice President and Chief Commercial Officer of the Company and as Executive Vice President of Holdings. As Chief Commercial Officer of the Company, Executive shall have responsibility for Luminant Energy (the entity responsible for the wholesale marketing, trading, origination and other activities of the Company), Generation Development, Risk, and fundamentals and structuring duties, and the most senior manager of each function for which Executive is solely responsible, shall report to Executive. As an Executive Vice President of Holdings, Executive shall have responsibility for Corporate Strategy and Corporate Development/M&A for Holdings and its subsidiaries. In both positions, Executive shall have such the duties described above and other duties, authority and responsibilities as shall be determined from time to time by the Chief Executive Officer of the Parent and in such positions with the Parent, the Company or Holdingsany other business entity, directly or indirectly, controlled by or under common control with the Parent (each, a “Group Company” and together the “Group”) as appropriate, which duties, authority and responsibilities shall be customary for Executive’s position in a business the Board of a similar size, type and nature to that directors of the CompanyParent (the “Board”) shall reasonably direct the board of the Company to assign to the Executive. In such capacities, Executive shall carry out such duties appropriate to his status and exercise such powers in relation to, any applicable Group Company and each of their respective businesses as may from time to time be assigned to or vested in him by the Board. Executive shall report to the perform his duties and responsibilities as Chief Executive Officer based in the Coty office in London, and shall travel as required by the Group’s business to other Group Company offices in New York, Paris, and Geneva, as and on such basis as the parties shall mutually agree; provided, however, that Executive shall not perform services from the United States or any other jurisdiction unless and until all necessary visas, work permits or other documentation to permit him lawfully to provide such services in such jurisdictions have been obtained. The Company may also require Executive to work on a temporary basis from any Group Company location and travel to such location as may be required for the performance of his duties. Executive will be required to keep a complete and accurate records of the Company with respect to time spent performing his responsibilities to duties under this Agreement, the Company nature of those duties, and shall report to the Chief Executive Officer of Holdings with respect to his responsibilities to Holdingslocation from where such duties were performed. Executive shall also serve as a member of the Strategy and Policy Committee for Holdings. b. During the Employment Term, Executive will devote Executive’s full business time and his best efforts to the performance of his duties hereunder and will shall not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Boardotherwise; provided, however, that nothing herein shall be deemed to preclude Executive from engaging in personal, charitable or civic activities or serving on the outside board of directors of one other company and, subject to the prior approval of the Board, which approval shall not be unreasonably withheld, from accepting appointment to or continuing to serve on such additional boards of directors or trustees of any other business, a corporation or charitable organization; providedthe equivalent governing body of another business entity that would not violate the covenants contained in Annex 2 hereto as long as such activities, furthereither individually or in the aggregate, that, in each case, such activities do not conflict or interfere with the performance of Executive’s his duties hereunder or conflict with Section 9hereunder.

Positions. a. (a) Executive shall serve as President and Chief Operating Officer of the Company. If requested by the Board of Directors of the Company (the “Board”) or the Chief Executive Officer of the Company, Executive shall serve on the Board, as an executive officer and/or director of subsidiaries and/or a director of associated companies of the Company without additional compensation and subject to any policy of the Board, or any compensation committee of the Board, with regard to retention or turnover of the director’s fees. In accordance with this paragraph 2(a), Executive shall continue to serve as the President of ▇▇▇▇ Plumbing Products (“▇▇▇▇ Plumbing”), located in Erie, Pennsylvania, an operating division of ▇▇▇▇. Executive’s Base Salary, incentive compensation and benefits, as described in Sections 3 and 4 of this Agreement, shall be paid by ▇▇▇▇, and Executive shall remain on ▇▇▇▇’▇ payroll. Provided, however, the Company may, at its sole discretion, place the Executive on the payroll of the Company or a wholly owned subsidiary thereof. (b) Executive shall have such duties and authority, consistent with his position as shall be assigned to him from time to time by the Board or the Chief Executive Officer. (c) During the Employment Term, Executive shall serve as Executive Vice President and Chief Commercial Officer devote all of the Company and as Executive Vice President of Holdings. As Chief Commercial Officer of the Company, Executive shall have responsibility for Luminant Energy (the entity responsible for the wholesale marketing, trading, origination and other activities of the Company), Generation Development, Risk, and fundamentals and structuring duties, and the most senior manager of each function for which Executive is solely responsible, shall report to Executive. As an Executive Vice President of Holdings, Executive shall have responsibility for Corporate Strategy and Corporate Development/M&A for Holdings and its subsidiaries. In both positions, Executive shall have such the duties described above and other duties, authority and responsibilities as shall be determined from time to time by the Chief Executive Officer of the Company or Holdings, as appropriate, which duties, authority and responsibilities shall be customary for Executive’s position in a business of a similar size, type and nature to that of the Company. Executive shall report to the Chief Executive Officer of the Company with respect to his responsibilities to the Company and shall report to the Chief Executive Officer of Holdings with respect to his responsibilities to Holdings. Executive shall also serve as a member of the Strategy and Policy Committee for Holdings. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of his duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Boardhereunder; provided, however, that nothing herein Executive shall preclude Executive from serving on the outside board of directors of one other company andbe allowed, subject to the prior approval of the Board, which approval shall not be unreasonably withheld, from accepting appointment to or continuing to serve on such additional boards of directors or trustees of any other business, corporation or charitable organization; provided, further, that, in each case, extent that such activities do not conflict or materially interfere with the performance of Executive’s his duties hereunder and responsibilities hereunder, to manage his passive personal interests and to serve on civic or conflict charitable boards or committees, and subject to the next sentence, serve on corporate boards of directors. Executive may serve on corporate boards of directors only if approved in advance by the Board (which approval may be withdrawn at any time) and shall not serve on any corporate board of directors if such service would be inconsistent with Section 9his fiduciary responsibilities to the Company.

Positions. a. (a) During the Employment Term, the Executive shall serve as Executive Vice President and (i) President, Co-Chief Commercial Investment Officer of the Operating Company and as Executive Vice President of Holdings. As Chief Commercial Officer of have the Companyauthority commensurate with such position and such duties commensurate with such position, Executive shall have responsibility for Luminant Energy (the entity responsible for the wholesale marketing, trading, origination and other activities of the Company), Generation Development, Risk, and fundamentals and structuring duties, and the most senior manager of each function for which Executive is solely responsible, shall report to Executive. As an Executive Vice President of Holdings, Executive shall have responsibility for Corporate Strategy and Corporate Development/M&A for Holdings and its subsidiaries. In both positions, Executive shall have such the duties described above and other duties, authority and responsibilities as shall be determined from time to time by the Managing Member, and (ii) President, Co-Chief Executive Investment Officer of the Company or Holdingsand have the authority commensurate with such position and such duties commensurate with such position, as appropriate, which duties, authority and responsibilities shall be customary determined from time to time by the Board of Directors of the Company (the “Board”). If appointed thereto, the Executive further agrees to serve, without additional compensation, as a director of the Company or a director (or equivalent for Executive’s position in a business non-corporate entities) or officer of a similar size, type and nature to that the Operating Company or any other consolidated subsidiary of the Company. Executive shall report to the Chief Executive Officer of the Company with respect to his responsibilities to the Company and shall report to the Chief Executive Officer of Holdings with respect to his responsibilities to Holdings. Executive shall also serve as a member of the Strategy and Policy Committee for Holdings. b. (b) During the Employment Term, the Executive will devote Executive’s full business time and best efforts to the performance of his the duties hereunder of the positions in which he serves pursuant to Section 2(a) hereof and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or materially interfere with the rendition of such services either directly or indirectly, without the prior written consent of the BoardBoard and the Managing Member; provided, however, provided that nothing herein shall preclude Executive from serving on the outside board of directors of one other company and, subject to the prior approval of the Board, which approval shall not be unreasonably withheld, from accepting appointment to or (i) continuing to serve on such additional boards any board of directors or trustees of any other businessbusiness corporation or charitable organization on which the Executive serves as of the Effective Date and which have been previously disclosed to the Employer, (ii) serving on the boards of directors (or bodies with similar management powers) of any entities managed by the Operating Company and/or consolidated by the Company; or (iii) subject to the prior written consent of the Board and the Managing Member, from accepting appointment to any board of directors or trustees of any business corporation or charitable organization; provided, further, that, provided in each case, and in the aggregate, that such activities do not conflict or materially interfere with the performance of the Executive’s duties hereunder or conflict with Section 95 of this Agreement.

Positions. a. (a) Prior to the Spinoff Date, Executive shall continue to serve as Vice President and Associate General Counsel of HM under the terms of this Agreement. (b) Effective as of the Spinoff Date, Executive shall serve as Senior Vice President, General Counsel and Secretary of USI. If requested by the Board of Directors of USI or the Chairman and so elected by the stockholders of USI, Executive shall also serve on the Board of Directors of USI without additional compensation. Executive shall also serve, if requested by the Board of Directors of USI or the Chairman, as an executive officer and director of subsidiaries and a director of associated companies of USI and shall comply with the policy of the Compensation Committee of USI's Board of Directors (the "Compensation Committee") with regard to retention or forfeiture of the director's fees. (c) Executive shall report to any more senior officer of the Company as designated by the Chairman or the President and shall have such duties and authority, consistent with his position as Vice President and Associate General Counsel of HM or Senior Vice President, General Counsel and Secretary of USI (as applicable) as shall be assigned to him from time to time by the Board or other managing body of the Company (the "Board), the Chairman, the President or such other more senior officers of the Company. (d) During the Employment Term, Executive shall serve as Executive Vice President and Chief Commercial Officer devote substantially all of the Company and as Executive Vice President of Holdings. As Chief Commercial Officer of the Company, Executive shall have responsibility for Luminant Energy (the entity responsible for the wholesale marketing, trading, origination and other activities of the Company), Generation Development, Risk, and fundamentals and structuring duties, and the most senior manager of each function for which Executive is solely responsible, shall report to Executive. As an Executive Vice President of Holdings, Executive shall have responsibility for Corporate Strategy and Corporate Development/M&A for Holdings and its subsidiaries. In both positions, Executive shall have such the duties described above and other duties, authority and responsibilities as shall be determined from time to time by the Chief Executive Officer of the Company or Holdings, as appropriate, which duties, authority and responsibilities shall be customary for Executive’s position in a business of a similar size, type and nature to that of the Company. Executive shall report to the Chief Executive Officer of the Company with respect to his responsibilities to the Company and shall report to the Chief Executive Officer of Holdings with respect to his responsibilities to Holdings. Executive shall also serve as a member of the Strategy and Policy Committee for Holdings. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of his duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Boardhereunder; provided, however, that nothing herein Executive shall preclude Executive from serving on the outside board of directors of one other company andbe allowed, subject to the prior approval of the Board, which approval shall not be unreasonably withheld, from accepting appointment to or continuing to serve on such additional boards of directors or trustees of any other business, corporation or charitable organization; provided, further, that, in each case, extent that such activities do not conflict or materially interfere with the performance of Executive’s his duties hereunder and responsibilities hereunder, to manage his passive personal investments and to serve on corporate, civic, or conflict charitable boards or committees. Notwithstanding the foregoing, the Executive shall not serve on any corporate board of directors if such service would be inconsistent with Section 9his fiduciary responsibilities to the Company.

Positions. a. During the Employment Term, Executive shall serve as Chief Executive Vice President Officer of Coty Inc. (the “Parent”) and Chief Commercial Officer in such positions with the Parent, the Company or any other business entity, directly or indirectly, controlled by or under common control with the Parent (each, a “Group Company” and together the “Group”) as the Board of directors of the Parent (the “Board”) shall reasonably direct the board of the Company and as Executive Vice President of Holdingsto assign to the Executive. As Chief Commercial Officer of the CompanyIn such capacities, Executive shall carry out such duties appropriate to his status and exercise such powers in relation to, any applicable Group Company and each of their respective businesses as may from time to time be assigned to or vested in him by the Board. Executive shall perform his duties and responsibilities as Chief Executive Officer based in the Coty office in London, and shall travel as required by the Group’s business to other Group Company offices in New York, Paris, and Geneva, as and on such basis as the parties shall mutually agree; provided, however, that Executive shall not perform services from the United States or any other jurisdiction unless and until all necessary visas, work permits or other documentation to permit him lawfully to provide such services in such jurisdictions have responsibility for Luminant Energy (the entity responsible been obtained. The Company may also require Executive to work on a temporary basis from any Group Company location and travel to such location as may be required for the wholesale marketing, trading, origination performance of his duties. Executive will be required to keep a complete and other activities accurate records of the Company)time spent performing his duties under this Agreement, Generation Development, Risk, and fundamentals and structuring the nature of those duties, and the most senior manager of each function for which Executive is solely responsible, shall report to Executive. As an Executive Vice President of Holdings, Executive shall have responsibility for Corporate Strategy and Corporate Development/M&A for Holdings and its subsidiaries. In both positions, Executive shall have location from where such the duties described above and other duties, authority and responsibilities as shall be determined from time to time by the Chief Executive Officer of the Company or Holdings, as appropriate, which duties, authority and responsibilities shall be customary for Executive’s position in a business of a similar size, type and nature to that of the Companywere performed. Executive shall report to the Chief Executive Officer of the Company with respect to devote his responsibilities to the Company and shall report to the Chief Executive Officer of Holdings with respect to his responsibilities to Holdings. Executive shall also serve as a member of the Strategy and Policy Committee for Holdings. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of his duties hereunder and will shall not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Boardotherwise; provided, however, that nothing herein shall be deemed to preclude Executive from engaging in personal, charitable or civic activities or serving on the outside board of directors of one other company and, subject to the prior approval of the Board, which approval shall not be unreasonably withheld, from accepting appointment to or continuing to serve on such additional boards of directors or trustees of any other business, a corporation or charitable organization; providedthe equivalent governing body of another business entity that would not violate the covenants contained in Annex 2 hereto as long as such activities, furthereither individually or in the aggregate, that, in each case, such activities do not conflict or interfere with the performance of Executive’s his duties hereunder or conflict with Section 9hereunder.

Positions. a. During the Employment Term, Executive shall serve as Executive Vice President and Chief Commercial Officer of the Company and as Executive Vice President of Holdings. As Chief Commercial Officer of the Company, Executive shall have responsibility for Luminant Energy (the entity responsible for the wholesale marketing, trading, origination and other activities of the Company), Generation Development, Risk, and fundamentals and structuring duties, and the most senior manager of each function for which Executive is solely responsible, shall report to Executive. As an Executive Vice President of Holdings, Executive shall have responsibility for Corporate Strategy and Corporate Development/M&A for Holdings and its subsidiaries. In both positions, Executive shall have such the duties described above and other duties, authority and responsibilities as shall be determined from time to time by the Chief Executive Officer of the Company and in such positions with the Company or Holdingsany other business entity, directly or indirectly, controlled by or under common control with the Company (each, a “Group Company”) as appropriatethe Board of Directors of the Company (the “Board”) shall reasonably assign to Executive. In such capacities, which dutiesExecutive shall carry out such duties appropriate to his status and exercise such powers in relation to the Company, authority any applicable Group Company and responsibilities each of their respective businesses as may from time to time be assigned to or vested in him by the Board. Executive shall be customary for Executive’s position in a business of a similar size, type and nature to that perform his services at one or more of the Company’s offices in New York, Paris, London or Geneva, as and on such basis as the parties shall mutually agree; provided, however, that Executive shall not be required to perform services in the United States or any other jurisdiction unless and until the parties shall have obtained all necessary visas, work permits or other documentation to permit him lawfully to provide such services in such jurisdiction. The Company may require Executive to work on a temporary basis at any Group Company location and travel to such places as may be required for the proper performance of his duties. Executive will be required to keep a complete and accurate record of the time spent performing his duties under this Agreement and the nature of those duties. Executive shall report to the Chief Executive Officer of the Company with respect to devote his responsibilities to the Company and shall report to the Chief Executive Officer of Holdings with respect to his responsibilities to Holdings. Executive shall also serve as a member of the Strategy and Policy Committee for Holdings. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of his duties hereunder and will shall not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectlyotherwise; provided that, without the prior written consent of the Board; providednothing, however, that nothing herein shall be deemed to preclude Executive from engaging in personal, charitable or civic activities or serving on the outside board of directors of one other company and, subject to the prior approval of the Board, which approval shall not be unreasonably withheld, from accepting appointment to or continuing to serve on such additional boards of directors or trustees of any other business, a corporation or charitable organization; providedthe equivalent governing body of another business entity that would not violate the covenants contained in Section 10 hereof as long as such activities, furthereither individually or in the aggregate, that, in each case, such activities do not conflict or interfere with the performance of his duties hereunder. It is agreed and understood that Executive’s continued service on the boards of directors identified in Schedule 1 hereto on which he is serving on the date hereof will not be deemed to interfere, either individually or in the aggregate, with the performance of his duties hereunder or conflict with Section 9hereunder.

Positions. a. (a) During the Employment Term, the Executive shall serve as (i) Chief Executive Vice President Officer and Co-Chief Commercial Investment Officer of the Operating Company and as Executive Vice President of Holdings. As Chief Commercial Officer of have the Companyauthority commensurate with such position and such duties commensurate with such position, Executive shall have responsibility for Luminant Energy (the entity responsible for the wholesale marketing, trading, origination and other activities of the Company), Generation Development, Risk, and fundamentals and structuring duties, and the most senior manager of each function for which Executive is solely responsible, shall report to Executive. As an Executive Vice President of Holdings, Executive shall have responsibility for Corporate Strategy and Corporate Development/M&A for Holdings and its subsidiaries. In both positions, Executive shall have such the duties described above and other duties, authority and responsibilities as shall be determined from time to time by the Managing Member, and (ii) Chief Executive Officer and Co-Chief Investment Officer of the Company or Holdingsand have the authority commensurate with such position and such duties commensurate with such position, as appropriate, which duties, authority and responsibilities shall be customary determined from time to time by the Board of Directors of the Company (the “Board”). If appointed thereto, the Executive further agrees to serve, without additional compensation, as a director of the Company or a director (or equivalent for Executive’s position in a business non-corporate entities) or officer of a similar size, type and nature to that the Operating Company or any other consolidated subsidiary of the Company. Executive shall report to the Chief Executive Officer of the Company with respect to his responsibilities to the Company and shall report to the Chief Executive Officer of Holdings with respect to his responsibilities to Holdings. Executive shall also serve as a member of the Strategy and Policy Committee for Holdings. b. (b) During the Employment Term, the Executive will devote Executive’s full business time and best efforts to the performance of his the duties hereunder of the positions in which he serves pursuant to Section 2(a) hereof and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or materially interfere with the rendition of such services either directly or indirectly, without the prior written consent of the BoardBoard and the Managing Member; provided, however, provided that nothing herein shall preclude Executive from serving on the outside board of directors of one other company and, subject to the prior approval of the Board, which approval shall not be unreasonably withheld, from accepting appointment to or (i) continuing to serve on such additional boards any board of directors or trustees of any other businessbusiness corporation or charitable organization on which the Executive serves as of the Effective Date and which have been previously disclosed to the Employer, (ii) serving on the boards of directors (or bodies with similar management powers) of any entities managed by the Operating Company and/or consolidated by the Company; or (iii) subject to the prior written consent of the Board and the Managing Member, from accepting appointment to any board of directors or trustees of any business corporation or charitable organization; provided, further, that, provided in each case, and in the aggregate, that such activities do not conflict or materially interfere with the performance of the Executive’s duties hereunder or conflict with Section 95 of this Agreement.

Positions. a. Conduct. ------------------ (a) During the Employment Term, the Executive shall will hold the titles and offices of, and serve as Executive Vice President and Chief Commercial Officer in the positions of, Chairman of the Company Board and as Executive Vice President of Holdings. As Chief Commercial Officer of the Company, Executive shall have responsibility for Luminant Energy (the entity responsible for the wholesale marketing, trading, origination and other activities of the Company), Generation Development, Risk, and fundamentals and structuring duties, and the most senior manager of each function for which Executive is solely responsible, shall report to Executive. As an Executive Vice President of Holdings, Executive shall have responsibility for Corporate Strategy and Corporate Development/M&A for Holdings and its subsidiaries. In both positions, Executive shall have such the duties described above and other duties, authority and responsibilities as shall be determined from time to time by the Chief Executive Officer of the Company or Holdings, as appropriate, which duties, authority and responsibilities shall be customary for Executive’s position in a business of a similar size, type and nature to that of the CompanyLLC. The Executive shall report to the Chief Executive Officer Board of Directors of the Company with respect to his responsibilities to (the Company "Board") and shall report to perform such specific duties and services (including service as an officer, director or equivalent position of any direct or indirect subsidiary without additional compensation) as they shall reasonably request consistent with the Chief Executive Officer of Holdings with respect to his responsibilities to Holdings. Executive shall also serve as a member of the Strategy and Policy Committee for HoldingsExecutive's positions. b. (b) During the Employment Term, the Executive will agrees to devote Executive’s his full business time and attention to the business and affairs of the Company and the LLC and to faithfully and diligently perform, to the best efforts of his ability, all of his duties and responsibilities hereunder, provided, that the Executive may -------- devote his business time to providing services to MeriStar Hospitality Corporation, and may provide services as described in Schedule A attached hereto, so long as such activity does not interfere with the performance of his the Executive's duties hereunder hereunder. Nothing in this Agreement shall preclude the Executive from devoting reasonable time and will not engage in any other businessattention to (i) serving, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided, however, that nothing herein shall preclude Executive from serving on the outside board of directors of one other company and, subject to the prior approval of the Board, which approval shall not be unreasonably withheldas a g director, from accepting appointment to trustee or continuing to serve on such additional boards of directors or trustees member of any other businesscommittee of any organization, corporation or (ii) engaging in charitable organizationand community activities and (iii) managing his personal investments and affairs; provided, further, that, in each case, provided that such activities do not involve any material conflict -------- of interest with the interests of the Company or, individually or collectively, interfere materially with the performance by the Executive of his duties and responsibilities under this Agreement. Notwithstanding the foregoing and except as expressly provided herein, during the Term, the Executive may not accept employment with any other individual or entity, or engage in any other venture which is directly or indirectly in conflict or competition with the business of the Company or the LLC. (c) The Executive’s 's office and place of rendering his services under this Agreement shall be in the principal executive offices of the Company which shall be in the Washington, D.C. metropolitan area. Under no circumstances shall the Executive be required to relocate from the Washington, D.C. metropolitan area or provide services under this Agreement in any other location other than in connection with reasonable and customary business travel. During the Term, the Company shall provide the Executive with executive office space, and administrative and secretarial assistance and other support services consistent with his position as Chairman of the Board and Chief Executive Officer and with his duties hereunder or conflict with Section 9and responsibilities hereunder.

Positions. a. During the Employment Term, Executive shall serve as Executive Vice President and Chief Commercial Operating Officer of the Company and as Executive Vice President of Holdings. As Chief Commercial Officer (“COO”) of the Company. In such position, Executive shall have responsibility for nuclear generation, fossil generation, operational readiness/technical services, the Luminant Energy (the entity responsible for the wholesale marketingOperating System, tradingLuminant human resources, origination Luminant public affairs and other activities of the Company), Generation Development, Risk, and fundamentals and structuring duties, and the most senior manager of each function for which Executive is solely responsible, shall report to Executive. As an Executive Vice President of Holdings, Executive shall have responsibility for Corporate Strategy and Corporate Development/M&A for Holdings and its subsidiaries. In both positions, Executive shall have such the duties described above and any other duties, authority and responsibilities as shall be determined from time to time by the Chief Executive Officer of the Company or Holdings, as appropriate(“Chief Executive Officer”), which duties, authority and responsibilities shall be customary for Executive’s position in a business of a similar size, type and nature to that of the Company. Executive shall report to the Chief Executive Officer of the Company with respect to his responsibilities to the Company and shall report to the Chief Executive Officer of Holdings with respect to his responsibilities to Holdings. Executive shall also serve as a member of the Strategy and Policy Committee for HoldingsCompany. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of his duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the board of directors of the Company (the “Board”); provided, however, that nothing herein shall preclude Executive from serving on the outside board of directors of one other company and, subject to the prior approval of the Board, which approval shall not be unreasonably withheld, from accepting appointment to or continuing to serve on such additional boards of directors or trustees of any other business, corporation or charitable organization; provided, further, that, in each case, such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 98.

Positions. a. (a) During the Employment Term, the Executive shall serve as Executive Vice President and Chief Commercial Officer (i) [ ] of the Operating Company and as Executive Vice President of Holdings. As Chief Commercial Officer of have the Companyauthority commensurate with such position and such duties commensurate with such position, Executive shall have responsibility for Luminant Energy (the entity responsible for the wholesale marketing, trading, origination and other activities of the Company), Generation Development, Risk, and fundamentals and structuring duties, and the most senior manager of each function for which Executive is solely responsible, shall report to Executive. As an Executive Vice President of Holdings, Executive shall have responsibility for Corporate Strategy and Corporate Development/M&A for Holdings and its subsidiaries. In both positions, Executive shall have such the duties described above and other duties, authority and responsibilities as shall be determined from time to time by the Chief Managing Member, and (ii) [ ] of the Company and have the authority commensurate with such position and such duties commensurate with such position, as shall be determined from time to time by the Board of Directors of the Company (the “Board”). If appointed thereto, the Executive Officer further agrees to serve, without additional compensation, as a director of the Company or Holdings, as appropriate, which duties, authority and responsibilities shall be customary a director (or equivalent for Executive’s position in a business non-corporate entities) or officer of a similar size, type and nature to that the Operating Company or any other consolidated subsidiary of the Company. Executive shall report to the Chief Executive Officer of the Company with respect to his responsibilities to the Company and shall report to the Chief Executive Officer of Holdings with respect to his responsibilities to Holdings. Executive shall also serve as a member of the Strategy and Policy Committee for Holdings. b. (b) During the Employment Term, the Executive will devote Executive’s full business time and best efforts to the performance of his the duties hereunder of the positions in which he serves pursuant to Section 2(a) hereof and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or materially interfere with the rendition of such services either directly or indirectly, without the prior written consent of the BoardBoard and the Managing Member; provided, however, provided that nothing herein shall preclude Executive from serving on the outside board of directors of one other company and, subject to the prior approval of the Board, which approval shall not be unreasonably withheld, from accepting appointment to or (i) continuing to serve on such additional boards any board of directors or trustees of any other businessbusiness corporation or charitable organization on which the Executive serves as of the Effective Date and which have been previously disclosed to the Employer, (ii) serving on the boards of directors (or bodies with similar management powers) of any entities managed by the Operating Company and/or consolidated by the Company; or (iii) [subject to the prior written consent of the Board and the Managing Member,] from accepting appointment to any board of directors or trustees of any business corporation or charitable organization; provided, further, that, provided in each case, and in the aggregate, that such activities do not conflict or materially interfere with the performance of the Executive’s duties hereunder or conflict with Section 95 of this Agreement.

Positions. a. During the Employment Term, Executive shall serve as Executive Vice President and Chief Commercial Officer of the Company and as Executive Vice President of Holdings. As Chief Commercial Officer of the Company, Executive shall have responsibility for Luminant Energy (the entity responsible for the wholesale marketing, trading, origination and other activities of the Company), Generation Development, Risk, and fundamentals and structuring duties, and the most senior manager of each function for which Executive is solely responsible, shall report to Executive. As an Executive Vice President of Holdings, Executive shall have responsibility for Corporate Strategy and Corporate Development/M&A for Holdings and its subsidiaries. In both positions, Executive shall have such the duties described above and other duties, authority and responsibilities as shall be determined from time to time by the Chief Executive Officer of the Company and in such positions with the Company or Holdingsany other business entity, directly or indirectly, controlled by or under common control with the Company (each, a “Group Company”) as appropriatethe Board of Directors of the Company (the “Board”) shall reasonably assign to Executive. In such capacities, which dutiesExecutive shall carry out such duties appropriate to her status and exercise such powers in relation to the Company, authority any applicable Group Company and responsibilities each of their respective businesses as may from time to time be assigned to or vested in her by the Board. Executive shall be customary for Executive’s position in a business of a similar size, type and nature to that perform her services at one or more of the Company’s offices in London, Paris, New York, Milan and Amsterdam as and on such basis as the parties mutually agree; provided, however, that Executive shall not be required to perform services in the United States or any other jurisdiction unless and until the parties shall have obtained all necessary visas, work permits or other documentation to permit her lawfully to provide such services in such jurisdiction. The Company may require Executive to work on a temporary basis at any Group Company location and travel to such places as may be required for the proper performance of her duties. Executive will be required to keep a complete and accurate record of the time spent performing her duties under this Agreement and the nature of those duties. Executive shall report to the Chief Executive Officer of the Company with respect to his responsibilities to the Company and shall report to the Chief Executive Officer of Holdings with respect to his responsibilities to Holdings. Executive shall also serve as a member of the Strategy and Policy Committee for Holdings. b. During the Employment Term, Executive will devote Executive’s full business time and her best efforts to the performance of his her duties hereunder and will shall not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectlyotherwise; provided that, without the prior written consent of the Board; providednothing, however, that nothing herein shall be deemed to preclude Executive from engaging in personal, charitable or civic activities or serving on the outside board of directors of one other company anda corporation or the equivalent governing body of another business entity that would not violate the covenants contained in Exhibit A hereto as long as such activities, subject either individually or in the aggregate, do not interfere with the performance of her duties hereunder. In addition, it is agreed and understood that Executive may continue to the prior approval remain a shareholder of the Board, which approval Orveda Limited and its subsidiaries and that activities related to such share ownership shall not be unreasonably withheld, from accepting appointment to or continuing to serve on such additional boards of directors or trustees of any other business, corporation or charitable organization; provided, further, violate the covenants contained in Exhibit A hereto provided that, in each caseduring the Employment Term, such activities do not conflict or materially interfere with the performance of Executive’s her duties hereunder or conflict with Section 9hereunder.

Positions. a. During the Employment Term, Executive shall serve as Executive Vice President and Chief Commercial Financial Officer of the Company and in such executive, officer or board of director or comparable positions with the Company or any other business entity controlled by or under common control with, directly or indirectly, the Company (each, a “Group Company”) as the Board of Directors of the Company (the “Board”) shall reasonably assign to Executive. In such capacities, Executive Vice President of Holdings. As Chief Commercial Officer of shall carry out such duties appropriate to his status and exercise such powers in relation to any of: the Company, Executive shall have responsibility for Luminant Energy (the entity responsible for the wholesale marketing, trading, origination any applicable Group Company and other activities each of the Company), Generation Development, Risk, and fundamentals and structuring duties, and the most senior manager of each function for which Executive is solely responsible, shall report to Executive. As an Executive Vice President of Holdings, Executive shall have responsibility for Corporate Strategy and Corporate Development/M&A for Holdings and its subsidiaries. In both positions, Executive shall have such the duties described above and other duties, authority and responsibilities their respective businesses as shall be determined may from time to time be reasonably assigned to or vested in him by the Chief Executive Officer of the Company or Holdings, as appropriate, which duties, authority and responsibilities shall be customary for Executive’s position in a business of a similar size, type and nature to that of the CompanyBoard. Executive shall report directly to the Chief Executive Officer of the Company with respect to his responsibilities and, as requested, to the Company and shall report to the Chief Executive Officer of Holdings with respect to his responsibilities to HoldingsBoard. Executive shall also serve as a member of the Strategy and Policy Committee for Holdings. b. During the Employment Term, Executive will devote Executive’s full business time principal office shall be at the Company’s U.S. headquarters. The Company may require him to work on a temporary basis extending no longer than thirty (30) days at any Group Company location and best efforts travel, at the Company’s sole expense, to such places as may be reasonably required for the performance of his duties. Executive shall perform his duties hereunder to the best of his abilities and will shall not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectlyotherwise; provided that, without the prior written consent of the Board; providednothing, however, that nothing herein shall be deemed to preclude Executive from serving on engaging in personal, charitable, or civic activities as long as such activities, either individually or in the outside board of directors of one other company andaggregate, subject to the prior approval of the Board, which approval shall not be unreasonably withheld, from accepting appointment to or continuing to serve on such additional boards of directors or trustees of any other business, corporation or charitable organization; provided, further, that, in each case, such activities do not conflict or interfere with the performance of his duties hereunder. Executive may also hold directorships in other companies consistent with the Company’s conflict of interest policies and corporate governance guidelines as in effect from time to time with the prior written approval of the Company; provided that all of the Executive’s activities outside of the Executive’s duties hereunder to the Company, individually or in the aggregate, comply with the Company’s conflict of interest policies and corporate governance guidelines as in effect from time and do not otherwise interfere with Section 9the Executive’s duties and responsibilities to the Company.

Positions. a. Conduct. ------------------ (a) During the Employment Term, the Executive shall will hold the title and office of, and serve as Executive Vice in the position of, President and Chief Commercial Officer - Hotels & Resorts of the Company and as Executive Vice President of Holdingsthe LLC. As Chief Commercial Officer of the Company, The Executive shall have responsibility for Luminant Energy (undertake the entity responsible for responsibilities and exercise the wholesale marketingauthority customarily performed, trading, origination undertaken and other activities of the Company), Generation Development, Riskexercised by persons situated in similar executive capacity, and fundamentals shall perform such other specific duties and structuring dutiesservices (including service as an officer, and director or equivalent position of any direct or indirect subsidiary without additional compensation) as they shall reasonably request consistent with the most senior manager of each function for which Executive is solely responsible, shall report to Executive. As an Executive Vice President of Holdings, Executive shall have responsibility for Corporate Strategy and Corporate Development/M&A for Holdings and its subsidiaries. In both 's positions, Executive shall have such the duties described above and other duties, authority and responsibilities as shall be determined from time to time by the Chief Executive Officer of the Company or Holdings, as appropriate, which duties, authority and responsibilities shall be customary for Executive’s position in a business of a similar size, type and nature to that of the Company. Executive shall report to the Chief Executive Officer of the Company with respect to his responsibilities to the Company and shall report to the Chief Executive Officer of Holdings with respect to his responsibilities to Holdings. Executive shall also serve as a member of the Strategy and Policy Committee for Holdings. b. (b) During the Employment Term, the Executive will agrees to devote Executive’s his full business time and attention to the business and affairs of the Company and the LLC and to faithfully and diligently perform, to the best efforts of his ability, all of his duties and responsibilities hereunder, provided, that the Executive -------- may devote his business time to providing services to MeriStar Hospitality Corporation, so long as such activity does not interfere with the performance of his the Executive's duties hereunder hereunder. Nothing in this Agreement shall preclude the Executive from devoting reasonable time and will not engage in any other businessattention to (i) serving, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided, however, that nothing herein shall preclude Executive from serving on the outside board of directors of one other company and, subject to the prior approval of the Board, which approval shall not be unreasonably withheldas a director, from accepting appointment to trustee or continuing to serve on such additional boards of directors or trustees member of any other businesscommittee of any organization, corporation or (ii) engaging in charitable organizationand community activities and (iii) managing his personal investments and affairs; provided, further, that, in each case, provided that such activities do not involve any -------- material conflict of interest with the interests of the Company or, individually or collectively, interfere materially with the performance by the Executive of his duties and responsibilities under this Agreement. Notwithstanding the foregoing and except as expressly provided herein, during the Term, the Executive may not accept employment with any other individual or entity, or engage in any other venture which is directly or indirectly in conflict or competition with the business of the Company or the LLC. (c) The Executive’s 's office and place of rendering his services under this Agreement shall be in the principal executive offices of the Company which shall be in the Washington, D.C. metropolitan area. Under no circumstances shall the Executive be required to relocate from the Washington, D.C. metropolitan area or provide services under this Agreement in any other location other than in connection with reasonable and customary business travel. During the Term, the Company shall provide the Executive with executive office space, and administrative and secretarial assistance and other support services consistent with his position as President - Hotels & Resorts and with his duties hereunder or conflict with Section 9and responsibilities hereunder.

Positions. a. (a) During the Employment Term, the Executive shall serve as Executive Vice President and Chief Commercial Officer (i) [ ] of the Operating Company and as Executive Vice President of Holdings. As Chief Commercial Officer of have the Companyauthority commensurate with such position and such duties commensurate with such position, Executive shall have responsibility for Luminant Energy (the entity responsible for the wholesale marketing, trading, origination and other activities of the Company), Generation Development, Risk, and fundamentals and structuring duties, and the most senior manager of each function for which Executive is solely responsible, shall report to Executive. As an Executive Vice President of Holdings, Executive shall have responsibility for Corporate Strategy and Corporate Development/M&A for Holdings and its subsidiaries. In both positions, Executive shall have such the duties described above and other duties, authority and responsibilities as shall be determined from time to time by the Chief Managing Member, and (ii) [ ] of the Company and have the authority commensurate with such position and such duties commensurate with such position, as shall be determined from time to time by the Board of Directors of the Company (the “Board”). If appointed thereto, the Executive Officer further agrees to serve, without additional compensation, as a director of the Company or Holdings, as appropriate, which duties, authority and responsibilities shall be customary a director (or equivalent for Executive’s position in a business non-corporate entities) or officer of a similar size, type and nature to that the Operating Company or any other consolidated subsidiary of the Company. Executive shall report to the Chief Executive Officer of the Company with respect to his responsibilities to the Company and shall report to the Chief Executive Officer of Holdings with respect to his responsibilities to Holdings. Executive shall also serve as a member of the Strategy and Policy Committee for Holdings. b. (b) During the Employment Term, the Executive will devote Executive’s full business time and best efforts to the performance of his the duties hereunder of the positions in which he serves pursuant to Section 2(a) hereof and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or materially interfere with the rendition of such services either directly or indirectly, without the prior written consent of the BoardBoard and the Managing Member; provided, however, provided that nothing herein shall preclude Executive from serving on the outside board of directors of one other company and, subject to the prior approval of the Board, which approval shall not be unreasonably withheld, from accepting appointment to or (i) continuing to serve on such additional boards any board of directors or trustees of any other businessbusiness corporation or charitable organization on which the Executive serves as of the Effective Date and which have been previously disclosed to the Employer, (ii) serving on the boards of directors (or bodies with similar management powers) of any entities managed by the Operating Company and/or consolidated by the Company; or (iii) subject to the prior written consent of the Board and the Managing Member, from accepting appointment to any board of directors or trustees of any business corporation or charitable organization; provided, further, that, provided in each case, and in the aggregate, that such activities do not conflict or materially interfere with the performance of the Executive’s duties hereunder or conflict with Section 95 of this Agreement.

Positions. a. (a) Executive shall serve as President and Chief Executive Officer of General Textiles. Executive shall report to the Board of Directors of General Textiles (the "Board") and shall have such duties and authority, consistent with his position as the Chief Executive Officer of General Textiles as shall be assigned to him from time to time by the Board. (b) During the Employment Term, Executive shall, without additional compensation, also (i) serve on the Board of Directors of FBC and perform such executive and consulting services for, or on behalf of, FBC and one or more other affiliates of General Textiles and FBC as the Board may, from time to time, request. General Textiles, FBC and such other affiliates are hereinafter referred to, collectively, as the "Company" and, individually, as a "Constituent Corporation". For purposes of this Agreement, the term "affiliate" shall have the meaning ascribed thereto in the Securities Exchange Act of 1934, as amended (the "Act"). (c) During the Employment Term, Executive shall serve as Executive Vice President and Chief Commercial Officer devote substantially all of the Company and as Executive Vice President of Holdings. As Chief Commercial Officer of the Company, Executive shall have responsibility for Luminant Energy (the entity responsible for the wholesale marketing, trading, origination and other activities of the Company), Generation Development, Risk, and fundamentals and structuring duties, and the most senior manager of each function for which Executive is solely responsible, shall report to Executive. As an Executive Vice President of Holdings, Executive shall have responsibility for Corporate Strategy and Corporate Development/M&A for Holdings and its subsidiaries. In both positions, Executive shall have such the duties described above and other duties, authority and responsibilities as shall be determined from time to time by the Chief Executive Officer of the Company or Holdings, as appropriate, which duties, authority and responsibilities shall be customary for Executive’s position in a business of a similar size, type and nature to that of the Company. Executive shall report to the Chief Executive Officer of the Company with respect to his responsibilities to the Company and shall report to the Chief Executive Officer of Holdings with respect to his responsibilities to Holdings. Executive shall also serve as a member of the Strategy and Policy Committee for Holdings. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of his duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Boardhereunder; provided, however, that nothing herein Executive shall preclude be permitted, to the extent that such activities do not materially interfere with the performance of his duties and responsibilities hereunder, to manage his personal financial and legal affairs and to serve on corporate, civic, or charitable boards or committees. Notwithstanding the foregoing, the Executive from serving shall not serve on the outside any corporate board of directors of one or similar body if such service would be inconsistent with his fiduciary responsibilities to any Constituent Corporation and in no event shall Executive serve on any such board or other company and, subject to the prior approval of body unless approved by the Board, which approval shall not be unreasonably withheld, from accepting appointment to or continuing to serve on such additional boards of directors or trustees of any other business, corporation or charitable organization; provided, further, that, in each case, such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 9.

Positions. a. (a) Executive shall serve as Executive Vice President - Operations of the Company. If requested by the Board of Directors of the Company (the "Board") or the Chairman and so elected by the stockholders of the Company, Executive shall also serve on the Board without additional compensation. Executive shall also serve, if requested by the Board, the Chairman or the President, as an executive officer and director of subsidiaries and a director of associated companies of the Company and shall comply with the policy of the Compensation Committee of the Company's Board (the "Compensation Committee") with regard to retention or forfeiture of the director's fees. (b) Executive shall report to any more senior officer of the Company as designated by the Chairman or the President and, shall have such duties and authority, consistent with his then position as shall be assigned to him from time to time by the Board, the Chairman, the President or such other more senior officer(s) of the Company. (c) During the Employment Term, Executive shall serve as Executive Vice President and Chief Commercial Officer devote substantially all of the Company and as Executive Vice President of Holdings. As Chief Commercial Officer of the Company, Executive shall have responsibility for Luminant Energy (the entity responsible for the wholesale marketing, trading, origination and other activities of the Company), Generation Development, Risk, and fundamentals and structuring duties, and the most senior manager of each function for which Executive is solely responsible, shall report to Executive. As an Executive Vice President of Holdings, Executive shall have responsibility for Corporate Strategy and Corporate Development/M&A for Holdings and its subsidiaries. In both positions, Executive shall have such the duties described above and other duties, authority and responsibilities as shall be determined from time to time by the Chief Executive Officer of the Company or Holdings, as appropriate, which duties, authority and responsibilities shall be customary for Executive’s position in a business of a similar size, type and nature to that of the Company. Executive shall report to the Chief Executive Officer of the Company with respect to his responsibilities to the Company and shall report to the Chief Executive Officer of Holdings with respect to his responsibilities to Holdings. Executive shall also serve as a member of the Strategy and Policy Committee for Holdings. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of his duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Boardhereunder; provided, however, that nothing herein Executive shall preclude Executive from serving on the outside board of directors of one other company andbe allowed, subject to the prior approval of the Board, which approval shall not be unreasonably withheld, from accepting appointment to or continuing to serve on such additional boards of directors or trustees of any other business, corporation or charitable organization; provided, further, that, in each case, extent that such activities do not conflict or materially interfere with the performance of Executive’s his duties hereunder and responsibilities hereunder, to manage his personal financial and legal affairs and to serve on corporate, civic, or conflict charitable boards or committees Notwithstanding the foregoing, the Executive shall only serve on corporate boards of directors if approved in advance by the Board and shall not serve on any corporate board of directors if such service would be inconsistent with Section 9his fiduciary responsibilities to the Company, as determined by the Board.

Positions. a. (a) Executive shall serve as a senior executive of the Company; initially as the Group Vice President of the Company. Executive shall also serve, if requested by the Board of Directors of the Company or the Chief Executive Officer of the Company (the "Chief Executive Officer"), as an executive officer, director of subsidiaries and a director of associated companies of the Company and a fiduciary of any employee benefit plan or trust for the employees of the Company or subsidiaries and shall comply with the policy of the Compensation Committee of the Company's Board of Directors (the "Compensation Committee") with regard to retention or forfeiture of the director's or other fees. (b) Executive shall report to any more senior officer of the Company as designated by the Chief Executive Officer and shall have such duties and authority, consistent with Executive's then position, as shall be assigned to Executive from time to time by the Board or other managing body of the Company (the "Board), the Chief Executive Officer or such other more senior officers of the Company. (c) During the Employment Term, Executive shall serve as Executive Vice President and Chief Commercial Officer devote substantially all of the Company and as Executive Vice President of Holdings. As Chief Commercial Officer of the Company, Executive shall have responsibility for Luminant Energy (the entity responsible for the wholesale marketing, trading, origination and other activities of the Company), Generation Development, Risk, and fundamentals and structuring duties, and the most senior manager of each function for which Executive is solely responsible, shall report to Executive. As an Executive Vice President of Holdings, Executive shall have responsibility for Corporate Strategy and Corporate Development/M&A for Holdings and its subsidiaries. In both positions, Executive shall have such the duties described above and other duties, authority and responsibilities as shall be determined from time to time by the Chief Executive Officer of the Company or Holdings, as appropriate, which duties, authority and responsibilities shall be customary for Executive’s position in a business of a similar size, type and nature to that of the Company. Executive shall report to the Chief Executive Officer of the Company with respect to his responsibilities to the Company and shall report to the Chief Executive Officer of Holdings with respect to his responsibilities to Holdings. Executive shall also serve as a member of the Strategy and Policy Committee for Holdings. b. During the Employment Term, Executive will devote Executive’s full 's business time and best efforts to the performance of his Executive's duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Boardhereunder; provided, however, that nothing herein Executive shall preclude Executive from serving on the outside board of directors of one other company andbe allowed, subject to the prior approval of the Board, which approval shall not be unreasonably withheld, from accepting appointment to or continuing to serve on such additional boards of directors or trustees of any other business, corporation or charitable organization; provided, further, that, in each case, extent that such activities do not conflict or materially interfere with the performance of Executive’s 's duties hereunder and responsibilities hereunder, to manage Executive's passive personal investments and to serve on corporate, civic, or conflict charitable boards or committees. Notwithstanding the foregoing, the Executive may serve on corporate boards of directors or advisory committees only if approved in advance by the Board or the Chief Executive Officer (which approval may be withdrawn at any time) and shall not serve on any corporate board of directors or advisory committees if such service would be inconsistent with Section 9Executive's fiduciary responsibilities to the Company.