Executive will hold the office of Chief Executive Officer of the Company, the Parent (as defined below) and each of its subsidiaries (“ CEO ”).   Executive will have such duties, responsibilities, functions and authority consistent with the position of chief executive officer, as may be assigned, from time to time, by and subject to the direction and supervision of, and shall report to, the Company’s Executive Chairman or if there is no Executive Chairman or the Executive Chairman is unavailable the Company’s board of directors (the “ Board ”), including, in Executive’s capacity as CEO, such duties and responsibilities to the Company, the subsidiaries of the Company and RMG Networks Holding Corporation, a Delaware corporation (the “ Parent ”), consistent with the position of chief executive officer, as may be assigned, from time to time, by and subject to the direction and supervision of the Company’s Executive Chairman or the Board.  During the period of employment, Executive will serve as a member of the Board, and a member of the board of directors of the Parent and each of its other subsidiaries. All officers of the Parent, the Company and their subsidiaries shall report to Executive or his designee, notwithstanding the foregoing, the Company’s Executive Chairman shall have direct and immediate access to all Parent, Company and subsidiary employees. During the period of employment, and excluding any periods of vacation or personal leave to which Executive is entitled, (i) Executive will render Executive’s services on a full-time basis to the Company, primarily at the Company’s facility in and around Dallas, Texas, (ii) Executive will apply on a full-time basis all of Executive’s skill and experience to the performance of Executive’s duties, and (iii) Executive may have no other employment and, without the prior written consent of the Company (not to be unreasonably withheld or delayed), no outside business activities (provided that the management of Executive’s personal or family assets and affairs and Executive’s time spent on charitable activities will not be deemed outside activities so long as such activities do not significantly interfere with Executive’s performance of duties under this Agreement).  Executive will perform Executive’s duties under this Agreement with fidelity and loyalty to the Company, to the best of Executive’s ability, experience and talent in a diligent, trustworthy, businesslike and efficient manner consistent with Executive’s duties and responsibilities and in accord with best practices within the Company’s industry.  So long as they are not inconsistent with the terms of this Agreement, Executive shall also comply with all policies, rules and regulations of the Company as well as all lawful directives and instructions from the Company’s Executive Chairman or the Board of the Parent.  The Company shall have the right to purchase in Executive’s name a “key man” life insurance policy naming the Company and any of its subsidiaries as the sole beneficiary thereunder, and Executive agrees to cooperate with the Company’s procurement of such policy, provided that any information provided to an insurance company or broker shall not be provided to the Company without the prior written authorization of Executive.