On the Effective Date, Employer shall employ Employee in the position of “Senior Vice President - Legal Integration”, reporting to Employer’s Chief Executive Officer (the “CEO”), and Employee does hereby accept such employment. On and after the Effective Date, Employer and Employee hereby acknowledge that the position of Senior Vice President - Legal Integration shall not constitute an “officer” or “executive officer” position within the meaning of Rule 16a-1(f) or Rule 3b-7, respectively, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Employer and Employee agree that, effective as of 11:59 pm on the day before the Effective Date, Employee shall hereby resign as General Counsel and Corporate Secretary of Employer and from any and all officer and/or director positions of Employer and any such positions with Employer’s direct or indirect subsidiaries, and Employer hereby accepts such resignations on behalf of itself and its subsidiaries.