Common use of Positions Clause in Contracts

Positions. (a) During the Employment Term, the Executive shall serve as (i) President, International of the Operating 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 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 further agrees to serve, without additional compensation, as a director of the Company or a director (or equivalent for non-corporate entities) or officer of the Operating Company or any other consolidated subsidiary of the Company. (b) During the Employment Term, the Executive will devote Executive’s full business time and best efforts to the performance of the duties 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 Board and the Managing Member; provided that nothing herein shall preclude Executive from (i) continuing to serve on any board of directors or trustees of any business 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 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 5 of this Agreement.

Positions. (a) During the Employment Term, the Executive shall serve as (i) President, International Marketing and Client Service of the Operating 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 Managing Member, and (ii) President, International 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 further agrees to serve, without additional compensation, as a director of the Company or a director (or equivalent for non-corporate entities) or officer of the Operating Company or any other consolidated subsidiary of the Company. (b) During the Employment Term, the Executive will devote Executive’s full business time and best efforts to the performance of the duties 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 Board and the Managing Member; provided that nothing herein shall preclude Executive from (i) continuing to serve on any board of directors or trustees of any business 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 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 5 of this Agreement.

Positions. (a) a. During the Employment Term, the Executive shall serve as (i) President, International Executive Vice President and Chief Commercial Officer of the Operating 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 commensurate with such position and such duties commensurate with such position, responsibilities as shall be determined from time to time by the 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 Chief Executive further agrees to serve, without additional compensation, as a director Officer of the Company or Holdings, as appropriate, which duties, authority and responsibilities shall be customary for Executive’s position in a director (or equivalent for non-corporate entities) or officer business of the Operating Company or any other consolidated subsidiary 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 devote Executive’s full business time and best efforts to the performance of the his duties of the positions in which he serves pursuant to Section 2(a) hereof hereunder 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 Board and the Managing MemberBoard; provided provided, however, that nothing herein shall preclude Executive from (i) 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 any board such additional boards of directors or trustees of any business corporation or charitable organization on which the Executive serves as of the Effective Date and which have been previously disclosed to the Employerother business, (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 provided, further, that, 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 5 of this Agreement9.

Positions. (a) During the Employment Term, the Executive shall serve as a senior executive of the Company, initially, as Vice President and to be appointed to the additional office of Corporate Controller of the Company effective upon the earlier of (i) President, International the spin-off of the Operating Company and have the authority commensurate with such position and such duties commensurate with such positionCompany's subsidiary, as shall be determined from time to time by the Managing Member, and LCA Group Inc. or (ii) PresidentJanuary 31, 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 2001. If requested by the Board of Directors of the Company (the “"Board”") or the Chief Executive Officer of the Company (the "Chief Executive Officer"). If appointed thereto, Executive shall also serve on the Executive further agrees to serve, without additional compensationBoard, as an executive officer and director of subsidiaries and a director of associated companies of the Company or a director (or equivalent for non-corporate entities) or officer without additional compensation and subject to any policy of the Operating Company or any other consolidated subsidiary Compensation Committee of the Company's Board (the "Compensation Committee") with regard to retention or turnover of the director's fees. (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 Chief Financial Officer or his designee. (c) During the Employment Term, the Executive will shall devote Executive’s full all of his business time and best efforts to the performance of the his duties of the positions in which he serves pursuant to Section 2(a) hereof and will not engage in any other businesshereunder; provided, profession or occupation for compensation or otherwise which would conflict or materially interfere with the rendition of such services either directly or indirectlyhowever, without the prior written consent of the Board and the Managing Member; provided that nothing herein Executive shall preclude Executive from (i) continuing to serve on any board of directors or trustees of any business corporation or charitable organization on which the Executive serves as of the Effective Date and which have been previously disclosed be allowed, 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 in each case, and in the aggregate, extent that such activities do not conflict or materially interfere with the performance of his duties and responsibilities hereunder, to manage his passive personal interests and to serve on civic or charitable boards or committees, and subject to the Executive’s duties hereunder or conflict 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 5 of this Agreementhis fiduciary responsibilities to the Company.

Positions. (a) During the Employment Term, the Executive shall serve as Chief Executive Officer (i“CEO”) President, International of the Operating Company. Executive shall also serve as a member of the board of directors of the Company and have (the authority commensurate with such position and such duties commensurate with “Board”) without additional compensation. In such position, Executive shall have such duties, authority and responsibilities as shall be determined from time to time by the Managing MemberBoard, which duties, authority and (ii) Presidentresponsibilities are customary for Executive’s position in a business of a similar size, International type and nature to that of the Company. Executive shall be the senior-most executive officer of the Company and have the authority commensurate with such position and such duties commensurate with such position, as shall be determined from time report to time by the Board of Directors of the Company (the “Board”). If appointed thereto, the Executive further agrees with respect to serve, without additional compensation, as a director of the Company or a director (or equivalent for non-corporate entities) or officer of the Operating Company or any other consolidated subsidiary of his responsibilities to the Company. (b) During the Employment Term, the Executive will shall devote Executive’s full business time and best efforts to the performance of the his duties of the positions in which he serves pursuant to Section 2(a) hereof hereunder and will shall 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 Board and the Managing MemberBoard; provided provided, however, that nothing herein shall preclude Executive from (i) participating in civic and charitable activities and boards and 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 any board such additional boards of directors or trustees of any other business corporation or charitable organization on which the Executive serves as of the Effective Date and which have been previously disclosed to the Employercorporation; provided, (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 Memberfurther, from accepting appointment to any board of directors or trustees of any business corporation or charitable organization; provided that, 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 5 of this Agreement8.

Positions. (a) During the Employment Term, the Executive shall serve as (i) a senior executive of the Company, initially, as Associate General Counsel and then, effective on April 1, 2000, as the Vice President, International General Counsel and Secretary of the Operating 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 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 Company. If requested by the Board of Directors of the Company (the “"Board”") or the Chief Executive Officer of the Company (the "Chief Executive Officer"). If appointed thereto, Executive shall also serve on the Executive further agrees to serve, without additional compensationBoard, as an executive officer and director of subsidiaries and a director of associated companies of the Company or a director (or equivalent for non-corporate entities) or officer without additional compensation and subject to any policy of the Operating Company or any other consolidated subsidiary Compensation Committee of the Company's Board (the "Compensation Committee") with regard to retention or turnover of the director's fees. (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 Executive Vice President or his designee. (c) During the Employment Term, the Executive will shall devote Executive’s full all of his business time and best efforts to the performance of the his duties of the positions in which he serves pursuant to Section 2(a) hereof and will not engage in any other businesshereunder; provided, profession or occupation for compensation or otherwise which would conflict or materially interfere with the rendition of such services either directly or indirectlyhowever, without the prior written consent of the Board and the Managing Member; provided that nothing herein Executive shall preclude Executive from (i) continuing to serve on any board of directors or trustees of any business corporation or charitable organization on which the Executive serves as of the Effective Date and which have been previously disclosed be allowed, 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 in each case, and in the aggregate, extent that such activities do not conflict or materially interfere with the performance of his duties and responsibilities hereunder, to manage his passive personal interests and to serve on civic or charitable boards or committees, and subject to the Executive’s duties hereunder or conflict 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 5 of this Agreementhis fiduciary responsibilities to the Company.

Positions. (a) During As of the Commencement Date, Executive shall serve as Chairman and Chief Executive Officer of the Company. It is the intention of the parties that during the Employment Term, Executive shall also serve on the Board of Directors of the Company (the "Board") without additional compensation. During the term of this Agreement, the Company shall recommend the Executive for election as a director. Executive shall serve also serve, if requested by the Board, as (i) President, International an executive officer and director of subsidiaries and a director of associated companies of the Operating 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 directly to the Board or other managing body of the Company and shall have the authority commensurate with such position and such duties commensurate and authority, consistent with such positionhis position as Chairman and Chief Executive Officer of the Company, as shall be determined from time to time by the Managing MemberBoard, and (ii) Presidentprovided that Executive shall, International at all times during the Employment Term, have such authority comparable to that of chief executive officers of United States public companies 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 further agrees to serve, without additional compensation, as a director of the Company or a director (or equivalent for non-corporate entities) or officer of the Operating Company or any other consolidated subsidiary size of the Company. (bc) During the Employment Term, the Executive will shall devote Executive’s full substantially all of his business time and best efforts to the performance of the his duties of the positions in which he serves pursuant to Section 2(a) hereof and will not engage in any other businesshereunder; provided, profession or occupation for compensation or otherwise which would conflict or materially interfere with the rendition of such services either directly or indirectlyhowever, without the prior written consent of the Board and the Managing Member; provided that nothing herein Executive shall preclude Executive from (i) continuing to serve on any board of directors or trustees of any business corporation or charitable organization on which the Executive serves as of the Effective Date and which have been previously disclosed be allowed, 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 in each case, and in the aggregate, extent that such activities do not conflict or 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 Executive’s duties hereunder or conflict foregoing, the Executive shall not serve on any corporate board of directors if such service would be inconsistent with Section 5 of this Agreementhis fiduciary responsibilities to the Company.

Positions. (a) During the Employment Term, the Executive shall serve as (i) President, International [ ] of the Operating 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 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 further agrees to serve, without additional compensation, as a director of the Company or a director (or equivalent for non-corporate entities) or officer of the Operating Company or any other consolidated subsidiary of the Company. (b) During the Employment Term, the Executive will devote Executive’s full business time and best efforts to the performance of the duties 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 Board and the Managing Member; provided that nothing herein shall preclude Executive from (i) continuing to serve on any board of directors or trustees of any business 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 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 5 of this Agreement.

Positions. (a) During the Employment Term, the Executive shall serve as (i) President, International Co-Chief Investment Officer of the Operating 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 Managing Member, and (ii) President, International Co-Chief Investment Officer 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 further agrees to serve, without additional compensation, as a director of the Company or a director (or equivalent for non-corporate entities) or officer of the Operating Company or any other consolidated subsidiary of the Company. (b) During the Employment Term, the Executive will devote Executive’s full business time and best efforts to the performance of the duties 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 Board and the Managing Member; provided that nothing herein shall preclude Executive from (i) continuing to serve on any board of directors or trustees of any business 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 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 5 of this Agreement.

Positions. (a) During the Employment Term, the Executive shall serve as (i) President, International a senior executive of the Operating Company and have Company; initially as the authority commensurate with such position and such duties commensurate with such position, as shall be determined from time to time by the Managing Member, and (ii) President, International Group Vice President of the Company and have the authority commensurate with such position and such duties commensurate with such positionCompany. Executive shall also serve, as shall be determined from time to time if requested by the Board of Directors of the Company or the Chief Executive Officer of the Company (the “Board”"Chief Executive Officer"). If appointed thereto, the Executive further agrees to serve, without additional compensation, 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 a director 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 equivalent for non-corporate entitiesforfeiture of the director's or other fees. (b) or Executive shall report to any more senior officer of the Operating 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 any other consolidated subsidiary managing body of the Company (the "Board), the Chief Executive Officer or such other more senior officers of the Company. (bc) During the Employment Term, the Executive will shall devote substantially all of Executive’s full 's business time and best efforts to the performance of the Executive's duties of the positions in which he serves pursuant to Section 2(a) hereof and will not engage in any other businesshereunder; provided, profession or occupation for compensation or otherwise which would conflict or materially interfere with the rendition of such services either directly or indirectlyhowever, without the prior written consent of the Board and the Managing Member; provided that nothing herein Executive shall preclude Executive from (i) continuing to serve on any board of directors or trustees of any business corporation or charitable organization on which the Executive serves as of the Effective Date and which have been previously disclosed be allowed, 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 in each case, and in the aggregate, extent that such activities do not conflict or materially interfere with the performance of Executive's duties and responsibilities hereunder, to manage Executive's passive personal investments and to serve on corporate, civic, or 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 Executive’s duties hereunder or conflict with Section 5 of this Agreement's fiduciary responsibilities to the Company.

Positions. Conduct. ------------------ (a) During the Employment Term, the Executive shall serve as (i) President, International of will hold the Operating Company title 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 Managing Memberoffice of, and (ii) Presidentserve in the position of, International President - Hotels & Resorts of the Company and have the LLC. The Executive shall undertake the responsibilities and exercise the authority commensurate with customarily performed, undertaken and exercised by persons situated in similar executive capacity, and shall perform such other specific duties and services (including service as an officer, director or equivalent 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 further agrees to serve, any direct or indirect subsidiary without additional compensation, ) as a director of they shall reasonably request consistent with the Company or a director (or equivalent for non-corporate entities) or officer of the Operating Company or any other consolidated subsidiary of the CompanyExecutive's positions. (b) During the Employment Term, the Executive will agrees to devote Executive’s his full business time and best efforts attention to the performance business and affairs of the duties 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 Board Company and the Managing Member; provided LLC and to faithfully and diligently perform, to the best of his ability, all of his duties and responsibilities hereunder, provided, that nothing herein shall preclude Executive from (i) continuing to serve on any board of directors or trustees of any business corporation or charitable organization on which the Executive serves -------- may devote his business time to providing services to MeriStar Hospitality Corporation, so long 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 in each case, and in the aggregate, that such activities do activity does not conflict or materially interfere with the performance of the Executive’s 's duties hereunder hereunder. Nothing in this Agreement shall preclude the Executive from devoting reasonable time and attention to (i) serving, with the approval of the Board, as a director, trustee or member of any committee of any organization, (ii) engaging in charitable and community activities and (iii) managing his personal investments and affairs; provided that such activities do not involve any -------- material conflict of interest with Section 5 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 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 and responsibilities hereunder.

Positions. (a) During the Employment Term, the Executive shall serve as (i) President, International President and Chief Operating Officer of the Operating 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 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 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 ▇▇▇▇. If appointed theretoExecutive’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 further agrees to serve, without additional compensation, as a director on the payroll of the Company or a director (or equivalent for non-corporate entities) or officer of the Operating Company or any other consolidated wholly owned subsidiary of the Companythereof. (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, the Executive will shall devote Executive’s full all of his business time and best efforts to the performance of the his duties of the positions in which he serves pursuant to Section 2(a) hereof and will not engage in any other businesshereunder; provided, profession or occupation for compensation or otherwise which would conflict or materially interfere with the rendition of such services either directly or indirectlyhowever, without the prior written consent of the Board and the Managing Member; provided that nothing herein Executive shall preclude Executive from (i) continuing to serve on any board of directors or trustees of any business corporation or charitable organization on which the Executive serves as of the Effective Date and which have been previously disclosed be allowed, 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 in each case, and in the aggregate, extent that such activities do not conflict or materially interfere with the performance of his duties and responsibilities hereunder, to manage his passive personal interests and to serve on civic or charitable boards or committees, and subject to the Executive’s duties hereunder or conflict 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 5 of this Agreementhis fiduciary responsibilities to the Company.

Positions. (a) During the Employment Term, the Executive shall serve as (i) President, International [ ] of the Operating 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 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 further agrees to serve, without additional compensation, as a director of the Company or a director (or equivalent for non-corporate entities) or officer of the Operating Company or any other consolidated subsidiary of the Company. (b) During the Employment Term, the Executive will devote Executive’s full business time and best efforts to the performance of the duties 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 Board and the Managing Member; provided that nothing herein shall preclude Executive from (i) continuing to serve on any board of directors or trustees of any business 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 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 5 of this Agreement.

Positions. (a) During the Employment Term, the Executive shall serve as (i) President, International Chief Executive Officer and Co-Chief Investment Officer of the Operating 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 Managing Member, and (ii) President, International Chief Executive Officer and Co-Chief Investment Officer 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 further agrees to serve, without additional compensation, as a director of the Company or a director (or equivalent for non-corporate entities) or officer of the Operating Company or any other consolidated subsidiary of the Company. (b) During the Employment Term, the Executive will devote Executive’s full business time and best efforts to the performance of the duties 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 Board and the Managing Member; provided that nothing herein shall preclude Executive from (i) continuing to serve on any board of directors or trustees of any business 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 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 5 of this Agreement.

Positions. (a) During the Employment Term, the Executive shall serve as (i) a senior executive of the Company; initially as the Senior Vice President, International General Counsel & Secretary of the Operating Company and have the authority commensurate with such position and such duties commensurate with such positionCompany. Executive shall also serve, as shall be determined from time to time by the 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 if requested by the Board of Directors of the Company or the Chief Executive Officer of the Company (the “Board”"Chief Executive Officer"). If appointed thereto, the Executive further agrees to serve, without additional compensation, 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 a director 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 equivalent for non-corporate entitiesforfeiture of the director's or other fees. (b) or Executive shall report to any more senior officer of the Operating 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 any other consolidated subsidiary managing body of the Company (the "Board), the Chief Executive Officer or such other more senior officers of the Company. (bc) During the Employment Term, the Executive will shall devote substantially all of Executive’s full 's business time and best efforts to the performance of the Executive's duties of the positions in which he serves pursuant to Section 2(a) hereof and will not engage in any other businesshereunder; provided, profession or occupation for compensation or otherwise which would conflict or materially interfere with the rendition of such services either directly or indirectlyhowever, without the prior written consent of the Board and the Managing Member; provided that nothing herein Executive shall preclude Executive from (i) continuing to serve on any board of directors or trustees of any business corporation or charitable organization on which the Executive serves as of the Effective Date and which have been previously disclosed be allowed, 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 in each case, and in the aggregate, extent that such activities do not conflict or materially interfere with the performance of Executive's duties and responsibilities hereunder, to manage Executive's passive personal investments and to serve on corporate, civic, or 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 Executive’s duties hereunder or conflict with Section 5 of this Agreement's fiduciary responsibilities to the Company.

Positions. (a) During the Employment Term, the Executive shall serve as Chief Executive Officer of Coty Inc. (ithe “Parent”) Presidentand in such positions with the Parent, International of the Operating 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 Managing Member, and (ii) President, International of the Company or any other business entity, directly or indirectly, controlled by or under common control with the Parent (each, a “Group Company” and have together the authority commensurate with such position and such duties commensurate with such position, “Group”) as shall be determined from time to time by the Board of Directors directors of the Company Parent (the “Board”). If appointed thereto, ) shall reasonably direct the Executive further agrees to serve, without additional compensation, as a director 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 a director (or equivalent for non-corporate entities) or officer of vested in him by the Operating 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 consolidated subsidiary 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. (b) During the Employment Termtime spent performing his duties under this Agreement, the nature of those duties, and the location from where such duties were performed. Executive will shall devote Executive’s full business time and his best efforts to the performance of the his duties of the positions in which he serves pursuant to Section 2(a) hereof hereunder and will shall 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 indirectlyotherwise; provided, without the prior written consent of the Board and the Managing Member; provided that nothing herein shall be deemed to preclude Executive from (i) continuing to serve engaging in personal, charitable or civic activities or serving on any the board of directors or trustees of any business a corporation or charitable organization on which the Executive serves equivalent governing body of another business entity that would not violate the covenants contained in Annex 2 hereto as of the Effective Date and which have been previously disclosed to the Employerlong as such activities, (ii) serving on the boards of directors (either individually 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 in each case, and in the aggregate, that such activities do not conflict or materially interfere with the performance of the Executive’s his duties hereunder or conflict with Section 5 of this Agreementhereunder.

Positions. Conduct. ------------------ (a) During the Employment Term, the Executive shall will hold the titles and offices of, and serve as (i) Presidentin the positions of, International Chairman of the Operating Company Board 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 Managing Member, and (ii) President, International Chief Executive Officer of the Company and have the authority commensurate with such position and such duties commensurate with such position, as LLC. The Executive shall be determined from time report to time by the Board of Directors of the Company (the “"Board”). If appointed thereto") and shall perform such specific duties and services (including service as an officer, the Executive further agrees to serve, director or equivalent position of any direct or indirect subsidiary without additional compensation, ) as a director of they shall reasonably request consistent with the Company or a director (or equivalent for non-corporate entities) or officer of the Operating Company or any other consolidated subsidiary of the CompanyExecutive's positions. (b) During the Employment Term, the Executive will agrees to devote Executive’s his full business time and best efforts attention to the performance business and affairs of the duties 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 Board Company and the Managing Member; provided LLC and to faithfully and diligently perform, to the best of his ability, all of his duties and responsibilities hereunder, provided, that nothing herein shall preclude Executive from (i) continuing to serve on any board of directors or trustees of any business corporation or charitable organization on which the Executive serves as of the Effective Date and which have been previously disclosed may -------- devote his business time 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 providing services 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 in each caseMeriStar Hospitality Corporation, and may provide services as described in the aggregateSchedule A attached hereto, that so long as such activities do activity does not conflict or materially interfere with the performance of the Executive’s 's duties hereunder hereunder. Nothing in this Agreement shall preclude the Executive from devoting reasonable time and attention to (i) serving, with the approval of the Board, as a g director, trustee or member of any committee of any organization, (ii) engaging in charitable and community activities and (iii) managing his personal investments and affairs; provided that such activities do not involve any material conflict -------- of interest with Section 5 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 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 and responsibilities hereunder.