The Executive shall devote his full working time, attention and abilities to the business and affairs of the Company and its Affiliates and shall serve the Company and its Affiliates faithfully and use his best efforts to promote the interests of the Company and its Affiliates. The Executive shall not, without prior approval of the Board, act as a director or officer of, or a business adviser to, any other Person (other than non-profit or charitable entities), other than the Company or any of its Affiliates.

The Executive shall devote his full-time efforts and services to the business and affairs of the Company and its subsidiaries, either formed or to be formed in the future. Nothing in this Section 1 shall prohibit the Executive from: # serving as a director or member of any other board, committee thereof of any other entity or organization; # delivering lectures, fulfilling speaking engagements, and any writing or publication relating to his area of expertise, subject to prior approval of the Board, not to be reasonably withheld; # serving as a director or trustee of any governmental, charitable or educational organization; # engaging in additional activities in connection with personal investments and community affairs, including, without limitation, professional or charitable or similar organization committees, boards, memberships or similar associations or affiliations, or # performing advisory activities, provided, however, such activities are not in competition with the business and affairs of the Company or would tend to cast executive of the Company in a negative light in the reasonable judgment of the Board.

The Executive shall devote his full-time efforts and services to the business and affairs of the Company and its subsidiaries, either formed or to be formed in the future. Nothing in this Section 1 shall prohibit the Executive from: # serving as a director or member of any other board or committee thereof of any other entity or organization; # delivering lectures, fulfilling speaking engagements, and any writing or publication relating to his area of expertise, subject to prior approval of the Board, not to be unreasonably withheld; # serving as a director or trustee of any governmental, charitable or educational organization; # engaging in additional activities in connection with personal investments and community affairs, including, without limitation, professional or charitable or similar organization committees, boards, memberships or similar associations or affiliations, # performing advisory activities, or # serving as an officer of any other entity or organization that does not compete with the Company; provided, however, such activities are not in competition with the business and affairs of the Company or would tend to cast executive or the Company in a negative light in the reasonable judgment of the Board.

The Executive shall, unless prevented by incapacity, devote all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board") and the [[Organization C:Organization]] of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board and the Company’s [[Organization C:Organization]], and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof.

The Executive shall devote his or her best efforts and his or her full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) [[Organization B:Organization]] business and affairs of the Company. The Executive shall perform his or her duties and responsibilities [[Organization B:Organization]] best of his or her abilities in a diligent, trustworthy businesslike and efficient manner. Notwithstanding the foregoing, the Executive may, [[Organization B:Organization]] extent not otherwise prohibited by this Agreement, devote such amount of time as does not interfere or compete with the performance of the Executive’s duties under this Agreement to any one or more of the following activities: # engaging in charitable activities, including serving on the boards of directors of charitable organizations or # serving on the [[Organization A:Organization]] of any other company with the prior written approval of the Company.