DUTIES AND STATUS AS OFFICER. The Employee shall serve as the EVP of Finance of the Employer for the term and upon the requirements as more specifically set forth herein and in conformance with the governing documents of the Employer. The Employee’s powers and duties in this capacity shall be determined by the President/COO of the Employer. Those duties shall be described in Exhibit A, which is attached hereto and incorporated herein by reference.

DUTIES AND STATUS AS OFFICER. The Employee shall serve as the President of Infiniti Mobile for the

Officer. The Member may, from time to time, designate one or more persons to be the officers of the Company. Any officers so designated shall have such authority and perform such duties as the Member may, from time to time, delegate to them. The Member may assign titles to particular officers. Each officer shall hold office until such officer’s successor shall be duly designated and shall qualify or until such officer’s death or until such officer shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same person. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Member.

Officer. An “Officer” is any executive Officer and any other Employee who is designated and categorized as an officer of the Company or other Affiliate by the Company’s Chief Executive Officer. An executive Officer is any employee of the Company or other Affiliate who is an “executive officer” under Item ​ of Regulation S-K.

a material adverse change in the nature, scope or status of the Executive’s position, authorities or duties (specifically including, but not limited to, not being the Chief Financial Officer of the Company or Chief Financial Officer of NCM LLC);

You will no longer be listed as an executive officer of the Company.

Covered Officer. "Covered Officer" includes all Participants whose compensation, in the Performance Period for which the Bonus is calculated, is or, in the Committee's discretion, may be subject to the compensation expense deduction limitations set forth in Section 162(m) of the Code.

Executive Officer. "Executive Officer" is as defined in Rule 3b-7 under the Securities Exchange Act of 1934, as amended.

Officer Benefits. Officer benefits and perquisites shall be treated as follows:

the assignment to Participant of any duties inconsistent with Participant's status as an executive officer or key employee of PPL Corporation or an Affiliated Company or a substantial adverse alteration in the nature or status of Participant's responsibilities from those in effect immediately prior to a Change in Control;