During Executive’s employment with the Company, Executive shall have the title of Chief Financial Officer of Company and shall have such duties, authorities and responsibilities as are consistent with such position, as the Board of Directors of Holdings (the “ Board ”) and the Chief Executive Officer of the Company may designate from time to time.  Executive will report directly to the Chief Executive Officer.  Executive shall devote Executive’s entire business time and attention and Executive’s best efforts (excepting vacation time, holidays, sick days and periods of disability) to Executive’s employment and service with the Company and its Affiliates (defined below); provided ,   however , that this Section 2 shall not be interpreted as prohibiting Executive from managing Executive’s personal investments (so long as such investment activities are of a passive nature) or engaging in charitable or civic activities, so long as such activities in the aggregate do not (i) materially interfere with the performance of Executive’s duties and responsibilities hereunder or (ii) create a fiduciary conflict.  If requested, Executive shall also serve as an executive officer and/or member of the board of directors or a board committee, without additional compensation, of any entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company (an “ Affiliate ”).