You will continue as the President and Chief Operating Officer of the Company. As President and Chief Operating Officer, you will have the duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities that are customarily associated with your position and those that are assigned to you by the Company’s Chief Executive Officer.  You will report directly to the Chief Executive Officer.  Your employment under the terms of this letter agreement shall terminate in accordance with Section 6 below.  During the term of your employment with the Company, you will devote your full professional time and efforts to the business activities and other activities of the Company, except that you may engage in the business activities and other activities described on Appendix A of this letter, and other activities that may be approved in advance by the Company’s Board of Directors (the “ Board ”).