During the Term of this Agreement, you shall perform all duties reasonably required of you in furtherance of your position as it relates to the Company’s business, provided all such duties assigned to you shall be consistent with the scope and dignity of your position hereunder. You will report to the Chairman and President of the Company (currently Rob Ellin) or, if in the future there is no executive bearing such title, to a substantially equivalent executive or an executive more senior than you in title or responsibility, or to such other senior or corporate executive as designated by the Company, in its reasonable discretion. You understand that during the Term of this Agreement, the Company shall have the discretion to make reasonable changes to your duties, or assign new duties to you, commensurate with your experience and skills and your current title (or new title, if any). You shall diligently and faithfully devote your full time, energy and skill to the promotion of the Company’s business interests and to the performance of your duties under this Agreement. You shall conduct yourself at all times so as to advance the best interests of the Company and shall not undertake or engage in any other business activities or continue or assume any other business affiliations which conflict or interfere with the performance of your services hereunder; provided , however , and notwithstanding anything to the contrary contained herein, during the Term, Employee may (a) invest in, and/or serve on advisory boards of or boards of directors (and in similar capacities) for, other companies or ventures which are not competitive with Company’s business and (b) engage in such additional activities as are described in Schedule A attached hereto and by this reference made a part hereof, provided that the time devoted to any such other activities does not interfere with Employee’s commitment to the Company as set forth in this paragraph and that the Company will have first priority for your services hereunder ahead of the services and/or activities described in subsections (a) and (b) of this Section 3. None of the permitted activities described above shall constitute a breach of this Agreement or any of Employee’s duties at common law or otherwise, so long as you are in full compliance with the Agreement. During the Term of this Agreement, you shall be governed by and be subject to all of Company’s rules and regulations that are applicable to employees generally or to employees at your salary grade or organizational level. If and when Company shall have a Code of Conduct and Employee Handbook, you shall be bound by and fully comply with its terms and conditions.