During the Employment Period, the Executive shall # devote substantially all of the Executive’s business time, attention, skill and efforts 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 # not accept employment with any Person other than with the Company. 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 Executive’s duties 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 Executive’s personal investments.

During the Employment Period,Period of Employment, the Executive shall # devote substantially all of the Executive’s business time, attention,energy and skill and efforts 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 # not accept employment with any Person other than with the Company. 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 Executive’s duties for the Company, # perform such duties in a faithful manner to the best of his abilities, and responsibilities hereunder: # hold no other employment. The Executive may serve on corporate (if approved by the Board, suchboards of directors of non-profit charitable or educational organizations. With the approval of the Board (which will not tounreasonably be unreasonably withheld), civic, religious, educationalthe Executive may also serve on the board of directors of one business entity, provided such business entity is not competitive with, and does not raise a conflict with the interests of, the Company. The Company shall have the right, however, to require the Executive to resign from any board or similar body (including, without limitation, any association, corporate, civic or charitable boardsboard or committees or # managesimilar body) which he may then serve if the Executive’s personal investments.Board reasonably determines that any business related to such service is then in

During the Employment Period, the Executive shall # devote substantially all of the Executive’sher full business time, attention, skilltime and efforts to the faithfulbusiness and efficient performanceaffairs of the Company and its subsidiaries, provided that Executive shall be entitled to serve as a member of the board of directors of a reasonable number of other companies, to serve on civic, charitable, educational, religious, public interest or public service boards, and to manage Executive’s duties hereunder (except for permitted vacation periodspersonal and reasonable periods of illness or other incapacity) and # not accept employment with any Person other than withfamily investments, in each case, to the Company. Notwithstanding the foregoing, the Executive may engage in the followingextent such activities so long as they do not materially interfere in any material respect with the performance of the Executive’s duties and responsibilities hereunder: # serve on corporate (if approved byhereunder and do not conflict with Executive’s obligations under [Section 6]. Executive shall not become a director of any for profit entity without first receiving the Board, such approval of the Board of Directors of the Company (the “Board”), which shall not to be unreasonably withheld), civic, religious, educational or charitable boards or committees or # manage the Executive’s personal investments.withheld.

During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive shall #is entitled, the Executive agrees to devote substantially allreasonable attention and time during normal business hours to the business and affairs of the Company and the Affiliated Entities and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive’s business time, attention, skill andreasonable best efforts to perform faithfully and efficiently such responsibilities. During the faithful and efficient performanceEmployment Period, it shall not be a violation of this Agreement for the Executive’s duties hereunder (except for permitted vacation periods and reasonable periods of illnessExecutive to # serve on corporate, civic or other incapacity)charitable boards or committees, # deliver lectures, fulfill speaking engagements or teach at educational institutions, and # not accept employment with any Person other than with the Company. Notwithstanding the foregoing, the Executive may engage in the following activitiesmanage personal investments, so long as theysuch activities do not significantly interfere in any material respect with the performance of the Executive’s duties and responsibilities hereunder: # serve on corporate (if approved byas an employee of the Board, such approval not to be unreasonably withheld), civic, religious, educational Company and/or charitable boards or committees or # manage the Executive’s personal investments.its

During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive shall #is entitled, the Executive agrees to devote substantially allreasonable attention and time during normal business hours to the business and affairs of the Executive’Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive's business time, attention, skill andreasonable best efforts to perform faithfully and efficiently such responsibilities. During the faithful and efficient performanceEmployment Period it shall not be a violation of the Executive’s duties hereunder (exceptthis Agreement for permitted vacation periods and reasonable periods of illness or other incapacity) and # not accept employment with any Person other than with the Company. Notwithstanding the foregoing, the Executive may engage in the following activitiesto [a] serve on corporate, civic or charitable boards or committees, [b] deliver lectures, fulfill speaking engagements or teach at educational institutions and [c] manage personal investments, so long as theysuch activities do not significantly interfere in any material respect with the performance of the Executive’Executive's dutiesresponsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and responsibilities hereunder: # serve on corporate (if approvedagreed that to the extent that any such activities have been conducted by the Board,Executive prior to the Effective Date, the continued conduct of such approvalactivities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to be unreasonably withheld), civic, religious, educational or charitable boards or committees or # manageinterfere with the Executive’performance of the Executive's personal investments.responsibilities to the Company.

During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive shall #is entitled, the Executive agrees to devote substantially allreasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive’s business time, attention, skill andreasonable best efforts to perform faithfully and efficiently such responsibilities. During the faithful and efficient performanceEmployment Period it shall not be a violation of this Agreement for the Executive’s duties hereunder (except for permitted vacation periods and reasonable periods of illnessExecutive to # serve on corporate, civic or other incapacity)charitable boards or committees, # deliver lectures, fulfill speaking engagements or teach at educational institutions, and # not accept employment with any Person other than with the Company. Notwithstanding the foregoing, the Executive may engage in the following activitiesmanage personal investments, so long as theysuch activities do not significantly interfere in any material respect with the performance of the Executive’s dutiesresponsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and responsibilities hereunder: # serve on corporate (if approvedagreed that to the extent that any such activities have been conducted by the Board,Executive prior to the Change of Control Date, the continued conduct of such approvalactivities (or the conduct of activities similar in nature and scope thereto) subsequent to the Change of Control Date shall not thereafter be deemed to be unreasonably withheld), civic, religious, educational or charitable boards or committees or # manageinterfere with the performance of the Executive’s personal investments.responsibilities to the Company.

During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive shall #is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours to the Executive’s business time, attention, skill and affairs of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently the faithfulduties and efficient performanceresponsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of the Executive’s duties hereunder (exceptthis Agreement for permitted vacation periods and reasonable periods of illness or other incapacity) and # not accept employment with any Person other than with the Company. Notwithstanding the foregoing, the Executive may engage into serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the following activitiesmanagement of his and his family's personal investments and affairs, so long as theysuch activities do not significantly interfere in any material respect with the performance of the Executive’Executive's dutiesresponsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and responsibilities hereunder: # serve on corporate (if approvedagreed that to the extent that any such activities have been conducted by the Board,Executive prior to the Effective Date, the reinstatement or continued conduct of such approvalactivities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to be unreasonably withheld), civic, religious, educational or charitable boards or committees or # manageinterfere with the Executive’performance of the Executive's personal investments.responsibilities to the Company and its Affiliated Companies.

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 time, attention, skilltime and efforts to the faithful and efficient performance of the Executive’s duties hereunderattention (except for permitted vacation periods and reasonable periods of illness or other incapacity) and # not accept employment with any Person other than withExecutive’s best efforts to the Company. Notwithstanding the foregoing, the Executive may engage in the following activities so long as they do not interfere in any material respect with the performancebusiness and affairs of the Company Group. During the Employment Period, Executive will # perform Executive’s duties faithfully and responsibilities hereunder:to the best of Executive’s abilities, and # serve on corporate (if approvedcomply 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, such approvalBoard 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 todirectly 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 unreasonably withheld), civic, religious, educational or charitable boards or committees or # manageexplicitly permitted by the Executive’s personal investments.Board (or its authorized designee) in writing.

During the Employment Period,Term, Executive will perform Executive’s duties faithfully and to the Executive shall #best of her ability and will devote substantially allher full business efforts and time to the Company. For the duration of the Executive’s business time, attention, skill and effortsEmployment Term, Executive agrees not to actively engage in any other employment, occupation or consulting activity for any direct or indirect remuneration without the faithful and efficient performanceprior approval of the Executive’s duties hereunder (except for permitted vacation periods and reasonable periods of illness or other incapacity) and # not accept employment with any Person other than with the Company. Notwithstanding the foregoing, theBoard. Executive may engage in charitable, civic educational or community activities may continue to serve on existing boards of directors and advisory boards previously disclosed to the followingCompany, and may manage her personal investments; provided that such activities so long as they do not materially interfere in any material respect with the performance of the Executive’sher duties and responsibilities hereunder: # serve on corporate (if approved byobligations to the Board, such approval not to be unreasonably withheld), civic, religious, educational or charitable boards or committees or # manage the Executive’s personal investments.Company.

During the Employment Period, theTerm of Employment, Executive shall # devote substantially all of the Executive’s business time,his time and attention, skillvacation time and effortsabsences for sickness excepted, to the faithful and efficient performancebusiness of the Executive’Company, as necessary to fulfill his duties. Executive shall perform the duties assigned to his with fidelity and to the best of his ability. Notwithstanding anything herein to the contrary, and subject to the foregoing and review by the Company’s duties hereunder (except for permitted vacation periods and reasonable periodsBoard of illness or other incapacity) and #Directors, Executive shall not accept employment with any Person other than with the Company. Notwithstanding the foregoing, the Executive may engagebe prevented from accepting positions in the following activitiesoutside organizations so long as theysuch activities do not interfere in any material respect with theExecutive's performance of the Executive’shis duties hereunder and responsibilities hereunder: # serve on corporate (if approved by the Board, such approvaldo not to be unreasonably withheld), civic, religious, educational or charitable boards or committees or # manage the Executive’s personal investments.violate paragraph 10 hereof.