1.1BD hereby agrees to retain the Consultant as a consultant, and the Consultant shall serve the Company as a consultant and a member of the SAB, upon the terms and conditions set forth herein. As a member of the SAB, Consultant shall provide BD her advice and perspective relating to the Field and shall serve as co-chair of the SAB (the “Services”). It is understood that as a member of the SAB, members of the SAB, including the Consultant, have no decision-making or voting authority with respect to any matters considered by the SAB, and that any recommendations made by the SAB or the Consultant are subject to the review, consideration and final approval of BD management or the BD board of directors, as appropriate.

Duties. Employee is engaged and shall serve as President 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 the Board or the Chief Executive Officer and consistent with the office of President. These services shall be provided from offices located in Oak Brook, Illinois, or such other location as may be mutually agreed.

Duties. Employee hereby agrees to be employed as Chief Technology Officer. Employee agrees that he shall: # faithfully and to the best of their ability perform all of the duties that may be required of their pursuant to the terms of this Agreement; # devote substantially all of their 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 CEO.

Duties. During the Directorship Term (as defined herein), the Director shall perform such duties and responsibilities as are customarily performed by a Director, and shall have all responsibilities of a Director imposed by Utah or other applicable law, the Company's Articles of Incorporation and Bylaws, each as amended, including:

The Executive will serve as the Chief Financial Officer and Treasurer of the Company and its Affiliates. The Executive will serve the Company and its Affiliates in such capacity or capacities and will perform such duties and exercise such powers pertaining to the management and operation of the Company and its Affiliates as may be reasonably determined from time to time by the Board consistent with the normal duties pertaining to such position, subject always to the reasonable control and direction of the Board.

Duties. The Executive shall serve as the Chief Executive Officer of the Corporation, with such duties, responsibilities, and authority as are commensurate and consistent with his position, and such other duties, responsibilities and authority as may be, from time to time, reasonably assigned to him by the Board of Directors (the “Board”) or Chairman of the Board of the Corporation. The Executive shall report directly to the Chairman of the Board of the Corporation. During the Term (as defined in Section 3), the Executive shall devote his full business time and efforts to the performance of his duties hereunder unless otherwise authorized by the Board. Notwithstanding the foregoing, the expenditure of reasonable amounts of time by the Executive for the making of passive personal investments, the conduct of private business affairs, and charitable and professional activities shall be allowed, provided such activities do not materially interfere with the services required to be rendered to the Corporation hereunder and do not violate the confidentiality provisions set forth in Section 8 below. For the avoidance of doubt, Executive may invest or be involved with other ventures and investments, including intellectual property related ventures and investments, (hereafter “Other Investments”), so long as all Other Investments are disclosed to the Corporation and the Corporation determines that Executive’s involvement in any Other Investment does not contravene any provisions of this Agreement or will breach any of Executive’s duties to Company or its stockholders.

Duties. During the Employment Period, and excluding any periods of vacation, sick or other leave to which Employee is entitled under this Agreement, Employee agrees to devote reasonable attention and time to the business and affairs of the Employer commensurate with Employee’s offices, and, to the extent necessary to discharge the responsibilities assigned to Employee hereunder, to use Employee’s reasonable best efforts to perform faithfully Employee’s responsibilities and duties under this Agreement.

Duties. During the Employment Period, Executive shall report to the Company’s Chief Executive Officer, and Executive shall devote all of Executive’s business time and attention (except for permitted vacation periods and periods of illness or incapacity) and Executive’s best efforts to the business and affairs of the Company Group. During the Employment Period, Executive will # perform Executive’s duties faithfully and to the best of Executive’s abilities, and # comply with all of the policies of the Company Group, including such policies with respect to legal compliance, conflicts of interest, confidentiality, code of conduct and business ethics as are from time to time in effect (as the same may be amended or modified from time to time by the Board in its sole discretion). Executive hereby agrees that, during the Employment Period, Executive’s services will be rendered exclusively to the Company Group, and Executive may not directly or indirectly render services to, or otherwise act in a business or professional capacity on behalf of or for the benefit of, any other Person, whether or not compensated, except as may otherwise be explicitly permitted by the Board (or its authorized designee) in writing.

Duties. Employee shall serve as ​, with all duties, responsibilities and authority as are commensurate and consistent with such position, and as may be, from time to time, assigned to Employee by ​ of the Company.

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. 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. 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. While employed by Company, Executive shall perform the duties required of Executive hereunder and shall devote Executive's best efforts and exclusive business time, energy and skill to performing such duties; not make any disparaging remarks regarding Company to any person with whom Company has business relations, including any employee or vendor of Company; use the Goodwill solely for the benefit of Company; and not interfere in such Goodwill, either during or following Executive's employment with Company.

Duties. During the Term, the Executive shall serve as Executive Vice President, with such duties and responsibilities as are commensurate with such position and such other functions consistent with the foregoing as the Chief Executive Officer of the Company (the “CEO”) may assign, in his discretion, from time to time. The Executive shall report to the CEO and also serve in those offices and directorships of affiliates of the Company to which the Executive may from time to time be appointed or elected. During the Term, the Executive shall devote all reasonable efforts and all of the Executive’s business time and services to the Company, subject to the direction of the CEO. Notwithstanding the foregoing or any other provision of the Agreement, with the prior consent of the CEO, the Executive shall be permitted to serve as a paid member of the board of directors of entities unaffiliated with the Company.

Duties. Place shall perform the duties commonly performed by the President and CFO, subject to the Company's Bylaws, Employee Manual, and directions from time to time of the Company's Board of Directors; provided, however, that Place will co-manage all manufacturing operations in conjunction with the Company's CEO. Place shall devote his full time and best efforts to assure the efficient and profitable operation of the business of the Company.

Duties. During the Term, Executive shall serve on a full-time basis as [—] for ​. Executive’s duties and responsibilities as [—] of ​ shall include those duties customarily associated with an officer with a similar title or as may be assigned to him from time to time by the Chief Executive Officer of ​. Executive shall be assigned to work primarily out of ​’s [—] office or any other Company office that is or will be located within 20 miles thereof (the “Primary Office Location”), it being understood and agreed that Executive shall be required to travel as necessary in the course of his employment. Executive shall devote his full business-time attention and energies and use his best efforts in his employment with ​; provided, however, that this Agreement shall not be interpreted as prohibiting Executive from managing his personal affairs or engaging in charitable or civic activities; so long as, in each case, such activities do not interfere in any material respect with the performance of Executive's duties and responsibilities hereunder and are in accordance with the policies and procedures of ​.

Duties. You will serve as the Senior Executive Vice President, Chief Administrative Officer and Chief Human Resources Officer and agree to perform all duties reasonable and consistent with that office. You will report to the Chairman of the Board, President and Chief Executive Officer of [[Organization A:Organization]] (the “CEO”) and you will be the most senior executive responsible for Human Resources and for Administration. Your Human Resources responsibilities shall encompass all elements of global Human Resources including administrative oversight of the Labor Relations function. Your Administration responsibilities shall include, without limitation, Corporate Real Estate, Facilities Management and Corporate Services, Corporate Security, Strategic Sourcing (including Travel), Corporate Planning activities, Corporate Philanthropy (including [[Organization A:Organization]] Cares PSA inventory) and corporate social responsibility activities. Your responsibilities will also include the management oversight of EcoMedia, a division of [[Organization A:Organization]]. Your principal place of employment will be [[Organization A:Organization]]’s executive offices in the New York and Los Angeles metropolitan areas; provided, however, that you will be required to render services elsewhere upon request for business reasons.

Duties. My consulting services will be in connection with the activities specified on Exhibit A, or as requested by any of the Company Representatives identified on Exhibit A. During the Consulting Period, I will perform all duties to the best of my ability. In the performance of such duties, I will consult with the Company in the manner set forth on Exhibit A, to take place at the Company's facilities or at another place reasonably requested by the Company. I will be available for reasonable telephone consultation with the Company or the other parties with respect to whom my consulting services are being rendered.

Duties. Director agrees to perform the duties of a director of the Company in accordance with applicable law and serve as a business advisor to the Company (collectively, the “Services”).