Duties. The Trustee shall, except as otherwise provided in this Plan, invest and reinvest the Trust Fund to keep the Trust Fund invested without distinction between principal and income and in such securities or property, real or personal, wherever situated, as the Trustee shall deem advisable, including, but not limited to, common or preferred stocks, open -end or closed-end mutual funds, bonds and other evidences of indebtedness or ownership, and real estate or any interest therein. The Trustee shall at all times in making investments of the Trust Fund consider, among other factors, the short and long-term financial needs of the Plan on the basis of information furnished by the Employer. In making such investments, the Trustee shall not be restricted to securities or other property of the character expressly authorized by the applicable law for trust investments; however, the Trustee shall give d ue regard to any limitations imposed by the Code or the Act so that at all times this Plan may qualify as a qualified Plan and Trust. The Trustee shall discharge its duties with respect to the Plan solely in the interest of the Participants and Beneficiaries and with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.

Duties. Employee is engaged and shall serve as the Executive Vice President and Chief Financial Officer of Employer and, as may be requested by Employer from time to time, any other direct or indirect subsidiaries of Employer that may be formed or acquired. In addition, Employee shall have such other duties and hold such other offices as may from time to time be reasonably assigned to him by Employer’s Chief Executive Officer and consistent with the office of Executive Vice President and Chief Financial Officer. These services shall be provided from offices located in Oak Brook, Illinois, or such other location as may be mutually agreed.

Duties. The Employee shall serve as the Vice President-Product Management of the Company and will, under the direction of the President and Chief Executive Officer, faithfully and to the best of Employee's ability, perform the duties of the Vice President-Product Management. Vice President-Product Management shall be one of the principal executive officers of the Company and shall, subject to the control of the President and Chief Executive Officer, supervise product business groups, ensuring that all products are designed or re-designed to meet quality, cost, sales and customer objectives. The Employee shall also perform such additional duties and responsibilities which may from time to time be reasonably assigned or delegated by the President and Chief Executive Officer of the Company. The Employee agrees to devote Employee's entire business time, effort, skill and attention to the proper discharge of such duties while employed by the Company. However, the Employee may engage in other business activities unrelated to, and not in conflict with, the business of the Company if the President and Chief Executive Officer consents in writing to such other business activity.

Duties. CFO shall do and perform all services, acts or things necessary or advisable to manage and conduct the business of the Company and that are normally associated with the position of Chief Financial Officer. CFO shall report to the [[Organization A:Organization]].

Duties. During the Term, Executive shall be employed by the Company as the Interim President and Chief Executive Officer of the Company, and, as such, Executive shall faithfully perform for the Company the duties of said offices and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Board. Executive shall report to the Board. Executive shall devote substantially all of his business time and effort to the performance of his duties hereunder, except that Executive may devote reasonable time and attention to civic, charitable, business or social activities so long as such activities do not interfere with Executive’s employment duties. Executive shall comply with the policies, standards, and regulations established from time to time by the Company. During the Term, Executive shall continue to serve as a member of the Board (provided, however, that Executive shall not serve on any committees of the Board) and the Company shall propose Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Term. During the Term, Executive shall not receive any compensation in any form in his capacity as a member of the Board.

Duties. Employee hereby agrees to be employed as Chief Financial Officer. Employee agrees that he shall: # faithfully and to the best of his ability perform all of the duties that may be required of him pursuant to the terms of this Agreement; # devote substantially all of his business time and attention to the performance of Employee’s duties hereunder; and # not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the performance of such services either directly or indirectly without the prior written consent of the Chief Executive Officer.”

Duties. The Company hereby agrees to employ the Employee and the Employee hereby accept such employment in such positions and with such duties and responsibilities as the Company may from time to time determine. Subject [[Organization B:Organization]] applicable laws, the Company may assign the Employee and/or this Agreement to one of its subsidiaries as appropriate.

Duties. Company and Employee agree that Employee shall perform in a diligent, efficient and lawful manner any and all duties that are customarily performed by the Chief Executive Officer for the Company. Employee agrees to abide by Company's rules, regulations, and practices, including those concerning work schedules, vacation and sick leave, as they may from time to time be adopted or modified.

Shares to Be Reserved. The Company shall at all times prior to the issuance of Shares as provided in Section 4 of this Agreement reserve and keep available such number of Shares as will be sufficient to pay and settle the Units on the date set forth in Section 4 of this Agreement. Notwithstanding the foregoing, the Company’s obligations under this Agreement shall be unfunded and unsecured, and no special or separate fund shall be established and no other segregation of assets shall be made and the Director shall have no greater rights than an unsecured general creditor of the Company. The Director shall have no rights as a shareholder of the Company by virtue of any Shares issuable in settlement of Units unless and until such Shares are actually issued to the Director.

Rights that may be granted under the Plan are: