The Company hereby agrees to employ the Executive, and the Executive agrees to be employed by the Company, as President of Holdings and the Company and, upon such date as determined by the board of directors of Holdings (the “ Board ”) but in no event later than December 31, 2017, the Executive shall be appointed as President and Chief Executive Officer of Holdings and the Company, in each case, on the terms and conditions hereinafter set forth and on such other terms and conditions as the Board may reasonably direct from time to time (to the extent not inconsistent with the specific terms of this Agreement). During the Agreement Term, the Executive shall report to the Board.  In addition, the Executive shall hold such other position or positions as may be assigned by the Board to the Executive and shall perform such duties customarily associated with such position(s) and relating to the business and operations of the Company as may from time to time be assigned to the Executive by the Board (to the extent not inconsistent with the specific terms of this Agreement). The period of the Executive’s services under this Agreement shall begin on November 14, 2016 (the “ Effective Date ”) and shall end on the third anniversary of the Effective Date (the “ Agreement Term ”), subject to earlier termination as provided in this Agreement.  The Agreement Term shall be automatically extended for successive one-year periods (with the extended term, if any, treated as the new Agreement Term) unless, no later than 180 days prior to the expiration of the Agreement Term, the Company or the Executive provides notice of intent not to so extend the Agreement Term.  The Executive’s employment shall terminate upon the expiration of the Agreement Term following such notice by the Company or the Executive as described in the immediately preceding sentence, unless the parties shall agree otherwise in writing.  The Executive shall be appointed as a member of the Board and shall serve as a member of the Board during the Agreement Term.