Subject to the terms and conditions hereof, Executive shall  be employed by the Company as its President and Chief Executive Officer and have powers and duties commensurate with the positions of President and Chief Executive Officer of a company the size and nature of the Company, provided that  Executive’s specific responsibilities shall be as from time to time established by the Board of Directors (the “ Board ”) of the Company, to which Executive shall report.  In addition to his employment and duties as President and Chief Executive Officer, the Board has appointed the Executive as a member of the Board, conditioned upon and commencing at the beginning of the Term, to serve until the next annual meeting of the stockholders of the Company and until his successor is duly elected and shall qualify, and the Company agrees that, Executive shall, during the Term, continue to be nominated to serve on the Board as his term would otherwise from time to time expire.