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Performance of Duties. During Executive’s employment, Executive shall faithfully 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 best of Executive’s ability in the Position. Executive shall devote Executive’s full business time, attention and best efforts to the business and affairs of the Company. In Executive’s capacity in the Position, Executive shall have such duties and responsibilities as are customary for Executive’s position and any other duties and responsibilities Executive may be assigned by the President and Chief Executive Officer (or his/her/their designee) of the Company.

Performance of Duties. During Executive’s employment,Duties and Responsibilities; Best Efforts. While employed by , Executive shall faithfullyperform such duties for and diligently perform Executive’s duties in conformity withon behalf of as may be determined and assigned to Executive from time to time by the directions of the President and Chief Executive Officer of or the Company (or his/her designee) and serve the Company to the best of Executive’s ability in the Position.Board. Executive shall devote Executive’shis full business time, attentiontime and best efforts to the business and affairs of . During the Company. In Executive’term of Executive’s capacityemployment with , Executive will not undertake other paid employment or engage in the Position, Executive shall have such duties and responsibilities as are customary for Executive’s position and any other duties and responsibilities Executive may be assigned bybusiness activity without the President and Chief Executive Officer (or his/her/their designee)prior written consent of the Company.Board.

Performance of Duties. During Executive’s employment, Executive shall faithfully 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 best of Executive’s ability in the Position. Executive shall devote Executive’s full business time, attention and best efforts to the business and affairs of the Company. In Executive’s capacity in the Position,Employment Term, Executive shall have such dutiesduties, authorities, and responsibilities as are customary for Executive’s positioncommensurate with his positions and anysuch other duties and responsibilities Executive mayconsistent with Executive’s positions as shall be assigneddetermined from time to time by the President and Chief Executive Officer (or his/her/their designee)Board of Directors of the Company (the “Board”) or the of the Company. Executive shall faithfully perform the duties of his employment and shall devote substantially all of his business time and attention to the performance of such duties. Executive will not engage in any other business, profession, or occupation for compensation or otherwise which would

Performance of Duties. During Executive’shis employment, Executive shall faithfully 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 best of Executive’s ability in the Position.ability. Executive shall devote Executive’shis full business time, attentiontime and best efforts to the business and affairs of the Company. In Executive’shis capacity in the Position, Executiveas SVP General Counsel, he shall have such duties and responsibilitiesresponsibilities, including responsibility for leading the Company’s Human Resources function, as are customary for Executive’s position and any other duties and responsibilities Executivehe may be assigned by the President and Chief Executive Officer (or his/her/their designee) of the Company.Company consistent with Executive’s position and title.

Performance of Duties. During Executive’s employment,Duties and Responsibilities; Best Efforts. While employed by , Executive shall faithfullyperform such duties for and diligently perform Executive’s duties in conformity withon behalf of as may be determined and assigned to Executive from time to time by the directions of the President and Chief Executive Officer of or the Company (or his/her designee) and serve the Company to the best of Executive’s ability in the Position.Board. Executive shall devote Executive’s full business time, attentiontime and best efforts to the business and affairs of . During the Company. Interm of Executive’s capacityemployment with , Executive will not undertake other paid employment or engage in the Position, Executive shall have such duties and responsibilities as are customary for Executive’s position and any other duties and responsibilities Executive may be assigned bybusiness activity without the President and Chief Executive Officer (or his/her/their designee)prior written consent of the Company.Board.

Performance of Duties. During Executive’s employment,the Employment Period, Executive shall faithfully and diligently perform Executive’s duties in conformity withreport to the directions of the President andCompany’s Chief Executive Officer of the Company (or his/her designee)Officer, and serve the Company to the bestExecutive shall devote all of Executive’s ability in the Position. Executive shall devotebusiness time and attention (except for permitted vacation periods and periods of illness or incapacity) and Executive’s full business time, attention and best efforts to the business and affairs of the Company. InCompany Group. During the Employment Period, Executive will # perform Executive’s capacity induties faithfully and to the Position, Executive shall havebest of Executive’s abilities, and # comply with all of the policies of the Company Group, including such dutiespolicies with respect to legal compliance, conflicts of interest, confidentiality, code of conduct and responsibilitiesbusiness ethics as are customaryfrom 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 Executive’s position andthe benefit of, any other duties and responsibilities ExecutivePerson, whether or not compensated, except as may otherwise be assignedexplicitly permitted by the President and Chief Executive OfficerBoard (or his/her/theirits authorized designee) of the Company.in writing.

Performance of Duties. During Executive’s employment,Duties and Responsibilities; Location. The Executive shall faithfullyhave such duties and diligently performresponsibilities of the Executive’s Position and such other duties in conformityand responsibilities that are reasonably consistent with the directions of the President and Chief Executive Officer ofExecutive’s Position as the Company (or his/her designee)may request from time to time and serve the CompanyExecutive shall perform such duties and carry out such responsibilities to the best of the Executive’s ability infor the Position.purpose of advancing the business of the Company and its subsidiaries, if any (jointly and severally, “Related Entities”). The Executive shall observe and conform to the applicable policies and directives promulgated from time to time by the Company and the Board of Directors of the Company (the “Board”) or by any superior officer(s) of the Company. Subject to the provisions of below, the Executive shall devote the Executive’s full time, skill and attention during normal business time, attention and best effortshours to the business and affairs of the Company. In Executive’s capacity in the Position, Executive shall have such dutiesCompany and responsibilities as are customaryits Related Entities, except for Executive’s positionholidays and any other dutiesvacations consistent with applicable Company policy and responsibilities Executive mayexcept for illness or incapacity. The services to be assignedperformed by the President and Chief Executive Officer (or his/her/their designee) of the Company.

PerformanceThe Executive shall, unless prevented by incapacity, devote all of Duties. During Executive’s employment, Executive shall faithfully 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 best of Executive’s ability in the Position. Executive shall devote Executive’s fullhis business time, attention and best effortsability during normal corporate office business hours to the businessdischarge of his duties hereunder and affairsto the faithful and diligent performance of the Company. In Executive’s capacity in the Position, Executive shall have such duties and responsibilitiesthe exercise of such powers as are customary for Executive’s position and any other duties and responsibilities Executive may be assigned to or vested in him by the President and Chief Executive Officer (or his/her/their designee)Board of Directors of the Company.Company (the "Board") and the 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 , and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof.

Performance of Duties.POSITION AND DUTIES. During Executive’s employment,such time as the Executive is employed with the Company (the “Employment Period”), the Executive shall faithfullyserve in the Position and diligently perform Executive’s duties in conformityshall have the normal duties, responsibilities and authority associated with or related to such Position, subject to the directionspower and authority of the PresidentBoard and the Company’s Chief Executive Officer of the Company (or his/her designee)to expand or limit such duties, responsibilities and serveauthority and to override actions of the CompanyExecutive. The Executive shall report to the bestChief Executive Officer of Executive’s ability in the Position.Company. The Executive shall devote Executive’shis best efforts and his full business time,time and attention (except for permitted vacation periods and best effortsreasonable periods of illness or other incapacity) exclusively to the business and affairs of the Company. In Executive’s capacity inCompany and its Subsidiaries (as hereafter defined) and any duty, task or responsibility assigned or given to the Position,Executive by the Board, and the Executive shall have suchperform these duties and responsibilities as are customary for Executive’s positionto the best of his abilities in a diligent, trustworthy, businesslike and efficient manner. As used in this Agreement, “Subsidiaries” shall mean any other duties and responsibilities Executive may be assignedentity of which the securities having a majority of the voting power in electing directors or managers are, at the time of determination, owned by the President and Chief Executive Officer (or his/her/their designee) of the Company.Company either directly or through one or more Subsidiaries.

PerformanceDuties of Duties.Executive. During Executive’s employment,the Employment Term as defined in Paragraph 5, Executive shallwill perform his duties faithfully 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 best of Executive’shis ability inand will devote his full business efforts and time during normal working hours to the Position.Company. Notwithstanding the foregoing, Executive shall devotebe permitted to serve as a director on the boards of up to two companies, so long as such service does not interfere or conflict with Executive’s full business time, attentionobligations hereunder and best efforts to the business and affairssuch directorships are not with competitors of the Company. In Executive’s capacity in the Position,Furthermore, Executive shall havenotify the Company’s Board of Directors at least forty-five (45) days prior to becoming a director of any other entity. Executive will report to the of the Company. Executive shall be responsible for duties typical of the office held by the Executive and as set out in [Article V], [Section 27(f)] of the Company’s Bylaws, attached hereto as Exhibit “A”, and shall perform such duties and responsibilities as are customary for Executive’s position and any other duties and responsibilities Executiveprojects as may be assigned by the President and Chief Executive Officer (or his/her/their designee) of the Company.Company or the Board of Directors of the Company that are consistent with his position. The Board of Directors shall grant the Executive all authorities necessary to perform and fulfill his responsibilities.

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