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.

Employment and Duties. During the Employment Period, Executive shallwill serve as the President and Chief Executive Officer of ​ and will report to the Company’Board. Executive will have such duties and responsibilities as are commensurate with such position and such other duties and responsibilities commensurate with such position (including with the [[Organization A:Organization]]’s Chiefsubsidiaries) as are from time to time assigned to 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 toby the business and affairs of the Company Group.Board (or a committee thereof). During the Employment Period, Executive will devote his full business time, energy and skill to the performance of his duties and responsibilities hereunder, provided the foregoing will not prevent Executive from # performserving as a non-executive director on the board of directors of non-profit organizations and other companies, # participating in charitable, civic, educational, professional, community or industry affairs, # managing his and his family’s personal investments, including in an advisory capacity related to current or potential investments or # such other activities approved by the Board from time to time; provided, that such activities individually or in the aggregate do not interfere or conflict with 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 amendedresponsibilities hereunder, violate applicable law, 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 increate a potential 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.fiduciary conflict.

Duties. During the Employment Period, the Executive shall report to the Company’s Chief Executive Officer, and Executive shall# devote substantially all of the Executive’s business timetime, attention, skill and attentionefforts to the faithful and efficient performance of the Executive’s duties hereunder (except for permitted vacation periods and reasonable periods of illness or other incapacity) and Executive’s best efforts to# not accept employment with any Person other than with the business and affairsCompany. Notwithstanding the foregoing, the Executive may engage in the following activities so long as they do not interfere in any material respect with the performance of the Company Group. During the Employment Period, Executive will # perform Executive’s duties faithfully and responsibilities hereunder: # serve on corporate (if approved by the Board, such approval not to be unreasonably withheld), civic, religious, educational or charitable boards or committees or # manage 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.personal investments.

Performance of Duties. During the Employment Period,Executive’s employment, Executive shall reportfaithfully and diligently perform Executive’s duties in conformity with the directions of the President and Chief Executive Officer of the Company (or his/her designee) and serve the Company to the Company’best of Executive’s Chief Executive Officer, andability in the Position. Executive shall devote all of Executive’s full business timetime, attention 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. DuringCompany. In Executive’s capacity in the Employment Period,Position, Executive will # performshall have such duties and responsibilities as are customary for Executive’s position and any other duties faithfully and toresponsibilities Executive may be assigned by the best of Executive’s abilities,President and # comply with allChief Executive Officer (or his/her/their designee) 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.Company.

Duties. During the Employment Period, ExecutiveThe Employee shall report to the Company’s Chief Executive Officer,CEO and Executive shall devote his best efforts and substantially all of Executive’shis active business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) and Executive’s best efforts to the business and affairs of the Company Group.and its affiliates. The Employee shall perform his duties and responsibilities to the best of his ability in a diligent and professional manner. During the Employment Period, Executive will # perform Executive’s duties faithfully and to the best of Executive’s abilities, and # comply with allEmployee shall not engage in any business activity which, in the reasonable judgment of the policiesBoard of Directors of the Company Group, including such policies(“Board”), conflicts with respect to legal compliance, conflictsthe duties 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,Employee hereunder, whether or not compensated, except as may otherwise be explicitly permitted by the Board (or its authorized designee) in writing.such activity is pursued for gain, profit or other pecuniary advantage.

Duties.POSITION AND DUTIES. During such time as the Employment Period,Executive is employed with the Company (the “Employment Period”), the Executive shall serve in the Position and shall have the normal duties, responsibilities and authority associated with or related to such Position, subject to the power and authority of the Board and the Company’s Chief Executive Officer of the Company to expand or limit such duties, responsibilities and authority and to override actions of the Executive. The Executive shall report to the Company’s Chief Executive Officer, andOfficer of the Company. The Executive shall devote all of Executive’shis best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) and Executive’s best effortsexclusively to the business and affairs of the Company Group. Duringand its Subsidiaries (as hereafter defined) and any duty, task or responsibility assigned or given to the Employment Period, Executive will #by the Board, and the Executive shall perform Executive’sthese duties faithfully and responsibilities to the best of Executive’s abilities,his abilities in a diligent, trustworthy, businesslike and # comply with allefficient manner. As used in this Agreement, “Subsidiaries” shall mean any entity of which the securities having a majority of the policiesvoting power in electing directors or managers are, at the time of determination, owned by 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 noteither directly or indirectly render services to,through one 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.more Subsidiaries.

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 andexcluding any periods of illness or incapacity)vacation and Executive’s best effortssick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company Group.and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period,Period it shall not be a violation of this Agreement for the Executive will # perform Executive’s duties faithfullyto [a] serve on corporate, civic or charitable boards or committees, [b] deliver lectures, fulfill speaking engagements or teach at educational institutions and to[c] manage personal investments, so long as such activities do not significantly interfere with the best of Executive’s abilities, and # comply with allperformance of the policiesExecutive's responsibilities as an employee of the Company Group, includingin accordance with this Agreement. It is expressly understood and agreed that to the extent that any 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 timeactivities have been conducted by the Board in its sole discretion). Executive hereby agrees that, during the Employment Period, Executive’s services will be rendered exclusivelyprior to the Company Group,Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and Executive mayscope thereto) subsequent to the Effective Date shall not directly or indirectly render services to, or otherwise act in a business or professional capacity on behalfthereafter be deemed to interfere with the performance of or for the benefit of, any other Person, whether or not compensated, except as may otherwise be explicitly permitted byExecutive's responsibilities to the Board (or its authorized designee) in writing.Company.

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 andexcluding any periods of illness or incapacity)vacation and Executive’s best effortssick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company Group.and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period,Period it shall not be a violation of this Agreement for the Executive willto # perform Executive’s duties faithfully and to the best of Executive’s abilities,serve on corporate, civic or charitable boards or committees, # deliver lectures, fulfill speaking engagements or teach at educational institutions, and # complymanage personal investments, so long as such activities do not significantly interfere with allthe performance of the policiesExecutive’s responsibilities as an employee of the Company Group, includingin accordance with this Agreement. It is expressly understood and agreed that to the extent that any 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 timeactivities have been conducted by the Board in its sole discretion). Executive hereby agrees that, during the Employment Period, Executive’s services will be rendered exclusivelyprior to the Company Group,Change of Control Date, the continued conduct of such activities (or the conduct of activities similar in nature and Executive mayscope thereto) subsequent to the Change of Control Date shall not directly or indirectly render services to, or otherwise act in a business or professional capacity on behalfthereafter be deemed to interfere with the performance of or for the benefit of, any other Person, whether or not compensated, except as may otherwise be explicitly permitted byExecutive’s responsibilities to the Board (or its authorized designee) in writing.Company.

Duties. During the Employment Period,Term, Executive shall report to the Company’s Chief Executive Officer,have such duties, authorities, and Executive shall devote all ofresponsibilities commensurate with his positions and such other duties and responsibilities consistent with 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 ethicspositions as are from time to time in effect (as the same mayshall be amended or modifieddetermined from time to time by the Board in its sole discretion).of Directors of the Company (the “Board”) or the [[Organization A:Organization]] of the Company. Executive hereby agrees that, duringshall faithfully perform the Employment Period, Executive’s services will be rendered exclusivelyduties of his employment and shall devote substantially all of his business time and attention to the Company Group, andperformance of such duties. Executive maywill not directlyengage in any other business, profession, or indirectly render services to,occupation for compensation 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.which would

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 andexcluding any periods of illness or incapacity)vacation and Executive’s best effortssick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company Group.and the Affiliated Entities and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period, it shall not be a violation of this Agreement for the Executive willto # performserve on corporate, civic or charitable boards or committees, # deliver lectures, fulfill speaking engagements or teach at educational institutions, and # manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive’s duties faithfully and to the best of Executive’s abilities, and # comply with all of the policiesresponsibilities as an employee 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 and/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.