Common use of Position and Duties Clause in Contracts

Position and Duties. (i) During the Employment Period, the Executive shall serve as Executive Chairman of the REIT and the Operating Partnership, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly to the Board of Directors of the REIT (the “Board”). In addition, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Chief Executive Chairman Officer of the REIT and the Operating Partnership, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly to the Board of Directors of the REIT (the “Board”). In addition, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Chief Executive Chairman Officer of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his full business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (CB) fulfill limited teaching, speaking and writing engagements, and (DC) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San DiegoLos Angeles, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (i) During the Employment Period, the Executive shall serve 2.1 Employer hereby agrees to employ Employee as Executive Chairman President of the REIT Employer Group, subject to the terms, conditions and provisions of this Agreement. As a material term of this Agreement, Employee shall be the Operating Partnership, sole President of the Employer Group and shall perform such report directly to Xxxxx Xxxxxxx as Chief Executive Officer of the Employer Group (“CEO”); provided, that, in the event of the termination of employment duties of the CEO as are usual and customary for such positions. The Executive a result of his death or disability, Employee shall report directly to the Board successor thereto. Employee accepts such continued employment and agrees to render services as provided herein, all of Directors which services shall be performed conscientiously and to the fullest extent of Employee’s ability. Employee shall devote substantially all of Employee’s business time to the REIT (the “Board”). In addition, Employer Group during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause Term (as defined in Subsection 4.1 below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve ); except nothing in this Agreement shall preclude Employee from serving as a member of the Board. At the Company’s requestboard of directors of any charitable, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position educational, religious, public interest or public service organization (but not as Executive Chairman a member of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more board of such additional capacities, the Executive’s compensation shall directors of a “for-profit” entity not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his business time and attention to the business and affairs part of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve Employer Group unless approved by Employer or set forth on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investmentsExhibit A hereto), in each caseinstance not inconsistent with the business practices and policies of Employer, so long as or from devoting reasonable periods of time to the activities of the aforementioned organizations, unless such activities do not materially interfere or conflict in any material respect with the performance of the ExecutiveEmployee’s duties and responsibilities under this Agreement. It is expressly understood and agreed that hereunder to the extent that Employer Group. Notwithstanding the foregoing or any such activities have been conducted by other provision herein, nothing in this Agreement shall prohibit Employee from continuing to serve in the Executive prior board, advisory and ownership positions he maintains as of the date hereof listed on Exhibit A hereto (subject to the Effective Dateterms thereof); provided, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date that, except as otherwise set forth on Exhibit A, Employee shall not thereafter serve in any other such position unless prior approval is obtained from Employer. 2.2 Employee’s principal work location shall be deemed the Employer’s offices in New York, New York. 2.3 Employee shall be permitted to interfere with retain his full-time administrative assistant(s), which assistant(s) shall be on the performance Employer’s payroll and eligible to participate in all group health insurance benefit plans, group life insurance benefit plans, qualified defined contribution retirement plans, annual vacation plans, and other welfare benefit plans and programs that are made available to other employees of the Executive’s responsibilities to the CompanyEmployer Group; provided, that (1such administrative assistant(s) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance remunerated at a rate commensurate with similarly situated administrative assistants of Executive’s duties hereunderEmployer. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (i) During 2.1 Employer hereby agrees to employ Employee as Chief Financial Officer, subject to the Employment Periodterms, the conditions and provisions of this Agreement. As a material term of this Agreement, Employee shall report directly to Xxxxx Xxxxxxx and/or Xxxxxxx Xxxxxxxxx, in each case as Chief Executive shall serve as Officer and Executive Chairman of Employer, respectively; provided, that, in the REIT and event of the Operating Partnershiptermination of employment of either the Chief Executive Officer or the Executive Chairman as a result of death or disability, and shall perform such employment duties as are usual and customary for such positions. The Executive Employee shall report directly to the Board of Directors other and any successor to the deceased or disabled Chief Executive Officer and/or Executive Chairman, as applicable; provided further, that, in the event of the REIT (termination of employment of both the “Board”)Chief Executive Officer and the Executive Chairman as a result of death or disability, Employee shall report directly to any successor(s) thereto. In additionEmployee accepts such employment and agrees to render services as provided herein, all of which services shall be performed conscientiously and to the fullest extent of Employee’s ability. Employee shall devote substantially all of Employee’s business time to the Employer Group during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term Term (as director will expire if he is not reelecteddefined in Subsection 4.1 below); provided, however, that the Company nothing in this Agreement shall not be obligated to cause such nomination if any preclude Employee from serving as a member of the events constituting Cause board of directors of any charitable, educational, religious, public interest or public service organization (but not as defined below) have occurred a member of the board of directors of a “for-profit” entity not part of the Employer Group unless approved by the Chief Executive Officer or Executive Chairman of Employer or set forth on Exhibit A hereto), in each instance not inconsistent with the business practices and not been cured. Provided that the Executive is so nominated and is elected policies of Employer, or from devoting reasonable periods of time to the Boardactivities of the aforementioned organizations, unless such activities interfere in any material respect with the Executive hereby agrees performance of Employee’s duties and responsibilities hereunder to the Employer Group. Notwithstanding the foregoing or any other provision herein, nothing in this Agreement shall prohibit Employee from continuing to serve as a member of the Board. At board of director of the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition entities listed on Exhibit A hereto (subject to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT terms thereof) and the Operating Partnership. In the event that the Executive, during the Employment Period, serves to retain any fees earned in any one or more respect of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Companyservice; provided, that (1) no such activity that violates the provisions of Section 7 that, except as otherwise set forth on Exhibit A, Employee shall be permitted and (2) Executive shall notify the Board prior to engaging not serve in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunderother such position unless prior approval is obtained from Employer. (iii) 2.2 During the Employment PeriodTerm, the Executive shall perform the services required by this Agreement at the CompanyEmployee’s principal offices place of employment will be located in San Diego, California (the “Principal Location”), except for Los Angeles Metropolitan Area. Employee understands that this position requires business travel to other locations and Employee will travel as may be is reasonably necessary to fulfill the Executive’s duties and responsibilities hereunderperform his duties.

Position and Duties. (i) During the Employment Period, there shall be no material reduction in the Executive’s position, authority, duties, responsibilities or salary grade as compared to those held, exercised and assigned to the Executive shall serve as at the Relevant Time. Notwithstanding the foregoing, during any Merger of Equals Period, the Executive’s position may be changed in a manner violating the requirements of this Section 4(a)(i), provided that the Executive Chairman continues to have responsibilities and authority that are, in the aggregate, comparable to those held by the Executive at the Relevant Time; and provided, further, that neither a reduced scope of the REIT Executive’s responsibilities resulting from the fact that the Change of Control has created a larger organization, nor a change in the Executive’s title and reporting responsibilities, shall be the Operating Partnership, and shall perform such employment duties as sole basis for determining whether the requirements of this sentence are usual and customary for such positions. The Executive shall report directly to the Board of Directors of the REIT met. (the “Board”). In addition, during ii) During the Employment Period, the Company Executive’s services shall cause be performed at the location where the Executive to be nominated to stand for election to was employed immediately preceding the Board Effective Date, or at any meeting of stockholders of the REIT during which any such election is held and other location that does not result in the Executive’s term as director will expire if he is not reelectedcommuting distance from the Executive’s residence being increased by more than 40 miles; provided, howeverthat if the Executive voluntarily changes his residence after the Effective Date, that the Company then a new work location shall not be obligated considered to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with increased the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves commuting distance by more than 40 miles unless such an increase both (I) occurs in any one or more of such additional capacities, relation to the Executive’s compensation shall not be increased beyond that specified in Section 2(bnew residence and (II) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that would have occurred even if the Executive otherwise remains employed under the terms of this Agreementhad not changed his residence. (iiiii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be is entitled, the Executive agrees to devote a significant majority of his reasonable attention and time during normal business time and attention hours to the business and affairs of the CompanyCompany and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. Notwithstanding the foregoing, during During the Employment Period, Period it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the Weston corporate, civic or charitable boards or committees, (B) serve on boardsdeliver lectures, committees fulfill speaking engagements or similar bodies of charitable or nonprofit organizations, teach at educational institutions and (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially significantly interfere or conflict with the performance of the Executive’s duties and responsibilities under as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Executive Chairman Chief Financial Officer of the REIT and the Operating Partnership, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly to the Board of Directors of the REIT (the “Board”). In addition, during the Employment Period, the Company shall cause the Chief Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the BoardOfficer. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman Chief Financial Officer of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his full business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (CB) fulfill limited teaching, speaking and writing engagements, and (DC) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San DiegoLos Angeles, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (ia) During the Employment Period, the Executive shall serve as Executive Chairman the ____________of the REIT and ___________________ Group of the Operating PartnershipCompany or any successor to such Group, in each case as constituted from time to time (the "Group"), and shall perform have the normal duties, responsibilities and authority of an executive serving in such employment duties as are usual and customary for such positions. The Executive shall report directly position, subject to the power of the Board of Directors of the REIT Company (the “"Board”)") or the President of the Company to expand or limit such duties, responsibilities and authority, either generally or in specific instances. In additionExecutive shall have the title ____________________ of the Group, during subject to the power of the Board to change such title from time to time. During the Employment Period, Executive shall also serve as a director of the Company shall cause the Executive to be nominated to stand for election to so long as the Board at any meeting of stockholders of the REIT during which any such election is held nominates him to that position and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Boardit, the Executive hereby agrees to serve as a member ____________ of the Board. At Company for so long as the Company’s request, the Executive shall serve Board elects or appoints him to that position and as a director of any affiliate of the Company and/or its subsidiaries and affiliates in other capacities in addition designated by the Board for so long as the Board causes him to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of be elected to such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreementposition. (iib) Executive shall report to the President of the Company. (c) During the Employment Period, Executive shall devote his best efforts and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his full business time and attention (except for permitted vacation periods, reasonable periods of illness or other incapacity and, provided such activities do not exceed those in which Executive has engaged in the past, participation in charitable and civic endeavors and management of Executive's personal investments and business interests) to the business and affairs of the Group and the business and affairs of any other group of the Company, any division of the Company, or any subsidiary or affiliate of the Company (or any group or division thereof), engaged in the security, alarm or monitoring products business or any other business the same as or similar to or related to that then engaged in by the Group. Notwithstanding Executive shall perform his duties and responsibilities to the foregoingbest of his abilities in a diligent, during trustworthy, businesslike and efficient manner. (d) Executive shall perform his duties and responsibilities principally in the Employment Period__________________ area, it and shall not be a violation of this Agreement for required to travel outside that area any more extensively than he has done in the Executive to (A) continue to serve as Chairman past in the ordinary course of the Board of Insurance Company business of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (ia) During the Employment PeriodTerm, the Executive Employee shall serve as Chief Executive Officer and (to the extent elected or appointed as a director of the Company) Chairman of the REIT and Board of the Operating PartnershipCompany, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly accountable only to the Board of Directors of the REIT Company (the “"Board”"). In addition, during the Employment Periodsuch capacities, the Company Employee shall cause perform the duties of Chief Executive to be nominated to stand for election to the Board at any meeting Officer and Chairman of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, as set forth in the Executive hereby agrees Company's Bylaws, as they may be amended from time to serve time, and shall have such other duties, functions, responsibilities, and authority commensurate with such offices as a member of are from time to time delegated to the Employee by the Board. At the Company’s request, the provided that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving as Chief Executive shall serve the Company and/or its subsidiaries Officer and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and Board of an enterprise comparable to the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this AgreementCompany. (iib) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitledTerm, the Executive agrees to Employee shall devote a significant substantial majority of his business time time, skill, and attention and his best efforts during normal business hours to the business and affairs of the Company. Notwithstanding Company necessary to discharge faithfully and efficiently the foregoingduties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, during the Employment Periodexcept for usual, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagementsordinary, and (D) manage customary periods of vacation and absence due to illness or other disability. The Company acknowledges that the Employee has outside business interests and agrees that the Employee may devote a portion of his personal investments, in each case, so long as time and attention to such activities business interests provided such business interests do not materially interfere or conflict with the Employee's performance of the Executive’s his duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any hereunder; provided, however, in no event shall such other activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter Employee be deemed to materially interfere with the performance of Employee's duties hereunder until the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify Employee has been notified in writing thereof by the Board prior and been given a reasonable period in which to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereundercure such interference. (iiic) During the Employment PeriodTerm, the Executive Employee shall perform serve, if elected or appointed, as a director of the Company, as a director and officer of any subsidiary of the Company, and as a member of any committee of the Board or of the board of directors of any subsidiary of the Company. (d) All services that the Employee may render to the Company or any of its subsidiaries in any capacity during the Employment Term shall be deemed to be services required by this Agreement at and consideration for the Company’s principal offices located in San Diego, California (the “Principal Location”), except compensation provided for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunderherein.

Position and Duties. (i) During the Employment Period, Term the Executive shall be employed and shall serve as the President and Chief Executive Chairman Officer of the REIT and the Operating Partnership, Company and shall perform have complete responsibility for the day-to-day management and operations of the Company and such employment duties as are usual and customary specified for such positions. The Executive shall report directly position in the Company’s By-Laws and such other duties consistent with the position of chief executive officer of a publicly-held company as are reasonably assigned to him by the Board of Directors of the REIT Company (the “Board”). In additionThe Executive shall report solely and directly to the Board and shall perform such other duties, services and responsibilities as may from time to time be requested by the Board. As of the Commencement Date and thereafter during the Employment PeriodTerm, all other officers of the Company and any of its subsidiaries shall cause report to the Executive or to be nominated to stand for election one of his designees, except that (i) the leader of the Company’s Internal Audit Department shall report directly to the Board at any meeting of stockholders Audit Committee of the REIT during which Board, (ii) the Secretary of the Company shall, upon request of the Chairman of the Board, report directly to the Chairman, and (iii) any other Company officer required under applicable rules of the Securities and Exchange Commission or the New York Stock Exchange to report to another person or body shall report to such election is held person or body. The Executive shall devote his full business time, attention and skill to the Executive’s term as director will expire if he is not reelectedperformance of his duties, services and responsibilities hereunder, and shall use his best efforts to promote the interests of the Company; provided, however, that the Company Executive may (a) serve on the board of directors of not more than two corporations with the prior written approval of the Corporate Governance Committee of the Board (the “Governance Committee”), it being understood that such approval shall be at the Governance Committee’s sole discretion, (b) serve on civic or charitable boards or committees, with the prior written approval of the Governance Committee, which approval shall not be obligated unreasonably withheld, (c) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (d) manage his and his family’s private investments, so long as such activities do not, individually or in the aggregate, materially interfere with the performance of Executive’s duties hereunder. During the Employment Term, the Company shall (i) use its reasonable best efforts to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At , and (ii) appoint the Executive to serve as a member of the boards of directors of the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to on which the Executive may be entitled, the Executive agrees to devote a significant majority of his business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue desires to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the a “Principal LocationSubsidiary Board”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (ia) During The Company shall employ the Employment PeriodExecutive, and the Executive shall serve serve, as the Chief Executive Officer and President of Sun American Bancorp and Chairman of the REIT Board of Directors and Chief Executive Officer of Sun American Bank. The Executive shall be responsible for overseeing and managing the Operating PartnershipBusiness, including complete authority and responsibility for the management of the day-to-day business, operations and strategy of the Company and its subsidiaries, subject to the ultimate authority of the Board of Directors of the Company. The Executive shall have such additional responsibilities or duties with respect to the Company and its subsidiaries, and their respective operations, as may be determined and assigned to the Executive by the Board of Directors of the Company, which responsibilities and duties shall perform such employment duties as are usual and customary for such positionsgenerally be of a nature which may be assigned to the most senior executive of the Company. The Executive shall report directly to the Board of Directors of the REIT Company. (the “Board”). In addition, during b) During the Employment PeriodTerm, the Company and its Board of Directors shall cause the Executive to be nominated to stand for election be elected as a director to the Company's Board at of Directors. (c) Nothing in this Agreement shall prohibit the Executive from serving as an officer or director of any meeting of stockholders of the REIT during which any such election is held entity or business enterprise, or otherwise participating in educational, welfare, social, religious and the Executive’s term as director will expire if he is not reelectedcivic organizations; provided, however, that during the Company Employment Term, the Executive shall not be obligated serve as a director or officer of any entity or business enterprise which engages in a business that competes directly with the Business and Executive shall devote his full time and efforts to cause such nomination if any his position as the Chief Executive Officer of the events constituting Cause Company. (d) Nothing in this Agreement shall prohibit the Executive from making any investments in the securities of any entity or business enterprise; provided, however, that during the Employment Term, the Executive shall not make any investments (other than "passive investments" as defined below) have occurred and not been cured. Provided in the securities of any entity or business enterprise which engages in a business that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent competes directly with the Executive’s position as Executive Chairman of the REIT and the Operating PartnershipBusiness. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation An investment shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as considered a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that "passive investment" to the extent that such securities (i) are actively traded on a United States national securities exchange, on the NASDAQ National Market System or Small Cap Market System, on the OTC Bulletin Board, or on any foreign securities exchange, and (ii) represent, at the time such activities have been conducted by investment is made, less than five percent (5%) of the Executive prior to the Effective Date, the continued conduct aggregate voting power of such activities (entity or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunderenterprise. (iiie) During the Employment Period, the The Executive shall perform the services required by this Agreement at the Company’s principal his duties from his current offices located in San DiegoBoca Raton, California (the “Principal Location”)Florida, except for travel to or at such other locations location as may be necessary to fulfill mutually agreed by the Board and the Executive’s duties and responsibilities hereunder.

Position and Duties. (i) During the Employment PeriodTerm, the Executive shall serve as President and Chief Executive Chairman Officer of the REIT and the Operating PartnershipEmployer, and shall perform serve in such employment duties other or additional positions as are usual and customary for such positionsthe Company may determine from time to time. The Executive shall report directly to the Board of Directors of the REIT (the “Board”), and shall perform such duties as are usual and customary for Executive’s position including, without limitation, maintaining ultimate executive responsibility for all operations of the Company. In addition, in the event that the REIT becomes a publicly-listed company, then, in connection with the REIT’s initial public offering (an “IPO”) and thereafter during the Employment PeriodTerm, provided that Executive is then-serving as the Company shall cause Chief Executive Officer of the Executive to be nominated to stand for election to the Board REIT, at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; , the REIT shall cause Executive to be nominated to serve as a member of the Board, provided, however, that the Company REIT shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been curedor if such nomination would result in a breach of any fiduciary duty by the Board or any member thereof at such time. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the devote Executive’s position as Executive Chairman of the REIT best efforts and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his full business time and attention to the business and affairs of the Company. Notwithstanding , its subsidiaries and its affiliates, as directed by the foregoingBoard, on a basis consistent with the level of services that are usual and customary for Executive’s position, and Executive shall not engage in any other employment, occupation, consulting or other business activity during the Employment PeriodTerm. Executive may engage in charitable, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking civic and writing engagements, and (D) manage his personal investments, in each case, so long as industry-related activities provided that such activities are not competitive with the Company and its subsidiaries and do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During . Executive agrees to observe and comply with the Employment Period, the Executive shall perform the services required by this Agreement at written rules and written policies of the Company’s principal offices located , as in San Diegoeffect from time to time, California (the “Principal Location”)including, except for travel and without limitation, any written rules and written policies relating to other locations as may be necessary to fulfill the Executive’s duties obligations to the Company and responsibilities hereunderits members (or stockholders) upon a termination of employment.

Position and Duties. (i) During the Employment Period, (A) the Executive shall serve as the Chief Executive Chairman of the REIT Officer, with such duties and the Operating Partnership, and shall perform such employment duties responsibilities as are usual and customary for commensurate with such positions. The Executive shall report , reporting directly to the Board Board, and (B) the Executive’s principal location of Directors employment shall be at the principal headquarters of the REIT (Company; provided, that the “Board”)Executive may be required under reasonable business circumstances to travel outside of such location in connection with performing his duties under this Agreement. In addition, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term elected as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT Board as of the Effective Date, and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more the Executive shall remain on the Board and as Chairman of such additional capacitiesthe Board, the Executive’s compensation subject to Section 4(g), and shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner perform his duties as a result director of such termination provided that the Executive otherwise remains employed under the terms of this AgreementCompany conscientiously and faithfully. (ii) During The Executive agrees that during the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to he shall devote a significant majority substantially all of his business time time, energies and attention talents to serving as the Company’s Chief Executive Officer and Chairman of the Board, perform his duties conscientiously and faithfully subject to the business lawful directions of the Board, and affairs in accordance with each of the Company’s corporate governance and ethics guidelines, conflict of interests policies and code of conduct (collectively, the “Company Policies”). Notwithstanding the foregoing, during During the Employment Period, it shall not be a violation of this Agreement for the Executive Executive, subject to the requirements of Section 7, to (A) continue serve on corporate, civic or charitable boards or committees, provided, that, without the written approval of the Board, the Executive shall be permitted to serve as Chairman of the Board of Insurance Company of the Weston no more than one such corporate board, (B) serve on boards, committees deliver lectures or similar bodies of charitable or nonprofit organizations, fulfill speaking engagements and (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to as the Company; provided, that (1) no such activity that violates the provisions Chief Executive Officer or as Chairman of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in of the Company or violate any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunderCompany Policies. (iii) During The Executive acknowledges and agrees that he shall at all times during his service with the Employment PeriodCompany be subject to the Motorola Stock Ownership Requirements, as may be in effect from time to time, which currently require that the Executive maintain holdings of the Company’s common stock (“Common Stock”) in an amount at least equal to four times the Executive’s Annual Base Salary (as defined below). In connection with such requirements, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diegopurchase 75,000 shares of Common Stock on or prior to July 31, California (the “Principal Location”)2005, except for travel provided, that, 25,000 of such shares shall be purchased on or prior to other locations as may July 31, 2004 and another 25,000 of such shares shall be necessary purchased on or prior to fulfill the Executive’s duties and responsibilities hereunderJanuary 31, 2005.

Position and Duties. (ia) During the Employment Period, the Executive shall serve as Executive Chairman of the REIT and the Operating Partnership, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly Subject to the Board of Directors of the REIT (the “Board”). In addition, during the Employment Periodprovisions and conditions contained herein, the Company shall cause hereby engages the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve render services to the Company as a member Senior Executive Vice President of the Board. At Company and as an executive officer of such of the Company’s request's affiliates as the parties hereto shall mutually agree, inclusive of affiliates which may be formed or acquired subsequent to the date of this Agreement. As a Senior Executive Vice President, the Executive shall serve have responsibility and authority to do and perform or cause to be performed such services, acts or things as shall, from time to time, be specifically delegated to him by the Company and/or its subsidiaries Company's Chief Executive Officer, including supervision of employees and affiliates consultants, in other capacities in addition to the foregoing a manner consistent with policies established from time to time by the Executive’s position as Company's Chief Executive Chairman of the REIT and the Operating PartnershipOfficer and/or Board. In the performance of such duties, the Executive shall be required to report to the Chief Executive Officer, such other executive officers as the Chief Executive Officer of the Company shall designate and, as appropriate, to the Board. (b) Subject to the provisions and conditions contained herein, the Executive agrees that during the term hereof he shall, as long as he shall be elected, serve on the Boards of Directors of such of the Company's affiliates as the parties hereto shall mutually agree, inclusive of affiliates which may be formed or acquired subsequent to the date of this Agreement. (c) Executive's obligation to render any of the services and performances set forth above in Sections 3(a) and 3(b) is expressly conditioned upon the Company's compliance, at all times during the term of this Agreement, with all of the following: (i) the Company shall fully comply with its obligations to the Executive under the terms of this Agreement including, without limitation, its obligation respecting rate of compensation and fringe benefits; (ii) in the event of a "change in control" of the Company (as defined in Section 3(f) below): (A) the Executive shall be provided with the right to continue to serve in the position of Senior Executive Vice President of the Company (or in such other capacity as the parties hereto shall mutually agree); (B) the Executive shall be provided with the right to continue to serve as an officer and/or director of all Affiliates, as well as any affiliates of the Company of which the Executive becomes an officer or director subsequent to the date of this Agreement, subject to the Company's unrestricted right to liquidate, reorganize or otherwise eliminate its interest in any of its affiliates; (C) the Executive shall be provided with the right to continue to fully exercise all responsibilities and duties of office which the Executive is exercising as an officer of the Company or its affiliates as of the date of this Agreement; and (D) the Executive shall not be assigned any duties inconsistent with or in limitation of the powers of the Executive contemplated by this Section 3. The aforesaid conditions to Executive's obligation to continue to serve hereunder are cumulatively referred to hereafter as "assumed conditions of service". (d) The Executive agrees that during the term hereof he shall devote substantially all of his regular business time solely and exclusively to the business of the Company, whether such business is operated directly by the Company or through one or more affiliates of the Company. The Executive agrees that during the term of this Agreement, he will not, directly or indirectly, provide services on behalf of any competitive financial institution, any insurance association or agency, any mortgage or loan broker or any other competitive entity or on behalf of any subsidiary or affiliate of any such competitive entity, as an employee, consultant, independent contractor, agent, sole proprietor, partner, joint venturer, corporate officer or director; nor shall the Executive acquire by reason of purchase during the term of this Agreement the ownership of more than 1% of the outstanding equity interest in any such competitive entity. Subject to the foregoing, the Executive may serve on Boards of Directors of unaffiliated corporations, subject to advance approval by the Chief Executive Officer and such approved service shall be presumed for these purposes to be of benefit to the association. The Executive shall diligently carry out his responsibilities under this Agreement, it being hereby agreed by the association that the Executive may engage in personal business and investment activities, including real estate investments; provided further, that, except as expressly set forth above, nothing contained herein shall be construed as preventing the Executive from making personal investments in the stocks, securities and obligations of other financial institutions. (e) The Company reserves the right to elect, from time to time, any person to its Board of Directors, to appoint any person as an officer of the Company and to remove any of its officers and directors, without exception, in any manner and upon the basis or bases presently or subsequently provided for by its Charter and Bylaws, provided however, that except when expressly provided herein to the contrary, any such removal shall not relieve the Company from any of its existing obligations to the Executive, during the Employment Period, serves in or any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed obligations set forth under the terms of this Agreement. Nothing herein shall be deemed to limit the Chief Executive Officer's authority to retain, supervise or remove Company personnel, or to change, from time to time, the duties, responsibilities and authority of the Executive. (iif) For the purpose of this Agreement, a change in control of the Company shall mean the acquisition by any person or entity of control of the Company, or any entity controlling the Company, within the meaning of Section 583.7 of the Regulations for Savings and Loan Holding Companies of the Office of Thrift Supervision, provided, however, that no change in control shall be deemed to occur in the event of any regulatory action specified in Section 10(a) (vii) below, or in the event of any merger, consolidation, or corporate reorganization in which the owners prior to said combination of the capital stock entitled to vote in the election of Directors ("Voting Stock") of the Company or any organization controlling the Company receive 75% or more of the resulting entity's Voting Stock. Without limitation of the foregoing, a change in control shall be deemed to occur if any person or entity directly or indirectly acquires ownership, control, power to vote, or proxies representing more than 25 percent of the Voting Stock of the Company or any entity controlling the Company, or obtains control of the election of a majority of the directors of the Company or any entity controlling the Company. (g) During and after the Employment Period, and excluding any periods term of vacation and sick leave to which the Executive may be entitledthis Agreement, the Executive agrees shall not disclose to devote a significant majority any person (other than an employee or agent of his business time and attention the Company or any affiliate entitled to receive the same) any confidential information relating to the business and affairs of the Company or any affiliate and obtained by him while providing services to the Company, without the consent of the Board, or until such information ceases to be confidential. Notwithstanding the foregoing, during the Employment Period, it Executive shall not be a violation of this Agreement for precluded from disclosures respecting the Executive Company where made pursuant to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees compulsory legal process or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services when otherwise required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunderan appropriate government agency.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Executive Chairman [INSERT POSITION] of the REIT and the Operating Partnership, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly to the [FOR THE CHIEF EXECUTIVE OFFICER: Board of Directors of the REIT (the “Board”)Board”)][FOR OTHER EXECUTIVES: the Chief Executive Officer of the REIT]. [FOR THE CHIEF EXECUTIVE OFFICER: In addition, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. .] At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman [INSERT POSITION] of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his full business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, [FOR THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER: including, without limitation, the Executive’s continued service on the board of directors of American Assets, Inc.], (CB) fulfill limited teaching, speaking and writing engagements, and (DC) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Executive Chairman Vice President – Operations and Development of the REIT and the Operating Partnership, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly to the Board of Directors of the REIT (the “Board”). In addition, during the Employment Period, the Company shall cause the Chief Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the BoardOfficer. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman Vice President – Operations and Development of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his full business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (CB) fulfill limited teaching, speaking and writing engagements, and (DC) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San DiegoLos Angeles, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (ia) During the Employment PeriodTerm, the Executive shall serve as Executive Chairman of the REIT and the Operating Partnershipshall, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly pursuant to the Board of Directors of the REIT (the “Board”). In addition, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement, serve as the Executive Vice President, Treasurer and Chief Financial Officer of the Company, (b) be based in the Company’s New York, New York offices, and (iii) report directly to the Company’s Chief Executive Officer (the “Chief Executive Officer”). (iib) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitledTerm, the Executive agrees to devote shall be a significant majority of his business full-time and attention to the business and affairs employee of the Company, shall dedicate substantially all of his working time to the Company, and shall have no other employment or other business ventures that are undisclosed to the Company or that conflict with Executive’s duties under this Agreement. The Executive shall (i) have all authorities, duties and responsibilities customarily exercised by an individual serving as Executive Vice President, Treasurer and Chief Financial Officer of a company the size and nature of the Company; (ii) be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair his ability to discharge, the foregoing duties and responsibilities; and (iii) have such additional duties and responsibilities, consistent with the foregoing, as the Chief Executive Officer of the Company may from time to time assign to him. (c) Notwithstanding the foregoing, during nothing herein shall prohibit the Employment PeriodExecutive from (i) participating in trade associations or industry organizations that are related to the business of the Company, it shall not be a violation of this Agreement (ii) engaging in charitable, civic or political activities, (iii) engaging in personal investment activities for the Executive and his family that do not give rise to any conflicts of interest with the Company or its affiliates, or (Aiv) continue to serve as Chairman with the prior approval of the Board Chief Executive Officer, accepting directorships unrelated to the Company that do not give rise to any conflicts of Insurance interest with the Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investmentsits affiliates, in each case, case so long as such activities interests do not materially interfere interfere, individually or conflict in the aggregate, with the performance of the Executive’s duties hereunder. The Company acknowledges and responsibilities under this Agreement. It is expressly understood and agreed that to approves the extent that any such current activities have been conducted by of the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunderas set forth on Schedule 1 hereto. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (ia) During the Employment Period, Initial Period the Executive shall serve as the Chief Executive Officer of the Company and during the Subsequent Period the Executive shall serve as both the Chief Executive Officer of the Company and as the Chairman of the REIT Company's Board of Directors; in each case with such duties and the Operating Partnershipresponsibilities as are customarily assigned to such positions, and shall perform such employment other duties and responsibilities not inconsistent therewith as are usual and customary for such positions. The Executive shall report directly may from time to time be assigned to him by the Board of Directors of the REIT Company (the “"Board”"), and which duties and responsibilities shall be consistent with those exercised for such position by the Current Chairman. In additionWithout limiting the generality of the foregoing, during the Employment PeriodTerm the Executive shall act as (i) the senior officer of the Company, (ii) the primary spokesperson to shareholders and the investment community, (iii) the person primarily responsible for establishing policy and direction for the Company and (iv) the person to whom the senior executives of the Company report. As of the Effective Time, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting elected as a member of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Boardclass of directors with the longest tenure as of the Effective Time. At Thereafter, during the Company’s requestTerm, the Company shall cause the Executive to be included in the slate of persons nominated to serve as directors on the Board and shall use its best efforts (including, without limitation, the solicitation of proxies) to have the Executive elected and reelected to the Board for the duration of the Term. During the Term, the Executive shall serve report solely to the Company and/or its subsidiaries Board. Until the second anniversary of the Effective Time, (i) the removal of the Executive from the position of Chief Executive Officer or Chairman of the Board, (ii) prior to the effective date of his election as Chairman of the Board, the reversal of such election, or (iii) any change in Executives duties and affiliates responsibilities hereunder not concurred in by the Executive shall require the affirmative vote of at least 75% of the members of the Board (excluding the Executive); provided, however, that if, at any time prior to such secondary anniversary, the persons (other capacities than the Executive) designated by Honeywell pursuant to Section 2.2(a) of the Merger Agreement ("Merger Agreement Designees") shall represent less than 25% of the members of the Board (excluding the Executive), then such removal, reversal or change, as applicable, shall require, in addition to the foregoing consistent with the Executive’s position as Executive Chairman vote of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacitiesBoard otherwise required therefor by this Section 2(a), the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in affirmative vote of at least one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this AgreementMerger Agreement Designee. (iib) During the Employment PeriodTerm, and excluding any periods of vacation and sick leave to which the Executive may be is entitled, the Executive agrees to shall devote a significant majority of his full attention and time during normal business time and attention hours to the business and affairs of the CompanyCompany and, to the extent necessary to discharge the responsibilities assigned to the Executive under this Agreement, use the Executive's reasonable best efforts to carry out such responsibilities faithfully and efficiently. Notwithstanding the foregoing, during the Employment Period, it It shall not be considered a violation of this Agreement the foregoing for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investmentsinvestments or serve on corporate, in each caseindustry, civic or charitable boards or committees, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to significantly interfere with the performance of the Executive’s 's responsibilities to as an executive officer of the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging Company in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunderaccordance with this Agreement. (iiic) During the Employment PeriodTerm, the Executive shall perform the services required by this Agreement be based at the Company’s 's principal offices located headquarters in San DiegoMorristown, California (the “Principal Location”)New Jersey, except for travel to other locations as may be necessary to fulfill reasonably required for the performance of the Executive’s 's duties and responsibilities hereunder.

Position and Duties. (ia) During the Employment Period, the Executive shall serve as be the Chairman and Chief Executive Chairman Officer of the REIT Company, with such duties and the Operating Partnership, and shall perform such employment duties responsibilities as are usual and customary for such positions. The Executive shall report directly assigned to him by the Board of Directors of the REIT Company (the “Board”). In addition, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s his position as Chairman and Chief Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his business time and attention to the business and affairs Officer of the Company. Notwithstanding the foregoing, if, during the Employment Period, it shall not be a violation majority of this Agreement for the Board determines that the Executive to (A) continue to serve should relinquish his position as Chief Executive Officer in connection with the hiring or promotion of another individual into such position, and the Executive remains in his position as Chairman of the Board of Insurance Company of the WestBoard, this Agreement shall remain in full force and effect (Bwith such modifications, including appropriate modifications to Section 2(b) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (Dc) manage his personal investments, and Section 3 as are mutually agreed upon) and such change in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date officer position shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of constitute a termination under Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder4 hereof. (iiib) During the Employment Period, the Executive shall devote substantially all of his skill, knowledge and working time to the business and affairs of the Company and its subsidiaries; provided, however, that the Executive may continue to serve in his current positions as trustee and/or chairman of certain of the Janus Funds. The Executive shall perform the his services required by this Agreement primarily at the Company’s principal offices located headquarters in San DiegoDenver, California Colorado. The Executive shall use his best efforts to carry out his responsibilities under this Agreement faithfully and efficiently. (c) In his position as Chairman and Chief Executive Officer, the Executive shall, subject to the oversight of the Board and the “Authorization Limits” established from time to time by the Board, have full authority and responsibility to manage the operation of the Company’s restaurants and franchise system, including the hiring and discharge of employees of the Company and its subsidiaries, closing, selling, developing and opening restaurants as contemplated by the annual budget approved by the Board (the “Principal LocationAnnual Plan”), except for travel to other locations as may be necessary to fulfill establishing and administering the ExecutiveCompany’s duties marketing plan, making improvements in and responsibilities hereunderrefurbishing the Company’s restaurants consistent with the capital expenditure budget in the Annual Plan, administering and managing the day-to-day operation of the restaurants, granting new franchises and administering and managing the franchise operations consistent with the Annual Plan; provided that without the approval of the Board, the Executive shall not take any major action not contemplated by or consistent with the Annual Plan and the Authority Limits.

Position and Duties. (i) During Xxxxxx will be employed as the Employment PeriodManaging Director of the AHB Division, reporting to the Executive shall President of the Bank, and, except as set forth in Section 5 hereof, will continue to serve as Executive Chairman the Managing Director of the REIT AHB Division throughout the entire Term. In no event shall Xxxxxx be employed by the Corporation or the Bank during any calendar year subsequent to 2008 at a lower position or rank and any such diminution in position or authority shall be considered a breach of this Agreement by FNB, which breach FNB shall be provided an opportunity to cure within thirty (30) days upon notice to FNB by Xxxxxx. Xxxxxx shall devote his full time and efforts solely to the business of FNB and the Operating Partnership, AHB Division and shall diligently, efficiently and effectively perform such employment duties as shall be assigned to him, which shall consist of the general and active management of the business of the AHB Division and such other duties of supervision and management as are usual and customary generally vested in the office of the Chief Executive Officer or Managing Director of a major division or as are directed or otherwise set forth in job descriptions established by the Boards of Directors of the Corporation or the Bank for such positionsoffices. The Executive shall report directly to Unless otherwise directed by the Board of Directors of the REIT (Corporation or the “Board”)Bank, the Chief Executive Officer of the Corporation or the Bank, or the President of the Corporation or the Bank, Xxxxxx shall have overall responsibility for oversight of the management, profitability and performance of the AHB Division which includes, without limitation, oversight and responsibility for ensuring the safety and soundness of FNB to the extent impacted by the AHB Division. In addition, Xxxxxx shall at all times during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation Term of this Agreement for refrain from doing any act, disclosing any information or making any statements to any person other than officers of FNB which may result in the Executive to (A) continue to serve as Chairman disclosure of confidential information or adversely affect the Board good reputation of Insurance Company of FNB in the Westcommunity or which might adversely affect the professional or business relationship between FNB and any business, (B) serve on boardsdepositor, committees borrower or similar bodies of charitable any other person with whom FNB is doing business or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereundercontemplating doing business. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (ia) During the Employment PeriodTerm (as defined in Section 2 hereof), the Executive Employee shall serve as the Chief Executive Chairman Officer of the REIT Company and the Operating PartnershipBusiness and, and shall perform such employment duties upon appointment as are usual and customary for such positions. The Executive shall report directly to provided in Section 1(d) below, as a member of the Board of Directors of the REIT Company (the “Board”). In addition, during the Employment Periodthis capacity, the Company Employee shall cause have responsibility for the Executive to be nominated to stand for election to the Board at any meeting general management and control of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his business time and attention to the business and affairs of the Company. Notwithstanding Company and the foregoingBusiness and shall have all duties, during authorities and responsibilities commensurate with the Employment Periodduties, it shall not be a violation authorities and responsibilities of this Agreement for persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as the Executive to Chairman (Athe “Chairman”) continue to serve as Chairman of the Board of Insurance Company shall designate from time to time that are not inconsistent with the Employee’s position as Chief Executive Officer of the WestCompany and/or the Business. Such duties include, but are not limited to (1) managing the day-to-day operations of the Company and the Business, (B2) serve on boards, committees or similar bodies managing the efforts of charitable or nonprofit organizationsthe Company and the Business to comply with applicable laws and regulations, (C3) fulfill limited teachingpromotion of the Company and the Business and their respective services, speaking (4) supervising employees of the Company and writing engagementsthe Business, (5) providing prompt and accurate reports to the Board regarding the affairs and condition of the Company and the Business, and (D6) manage his making recommendations to the Board concerning the strategies, capital structure, tactics, and general operations of the Company and the Business. As the Chief Executive Officer of the Company, the Employee shall report to (1) the Chairman and (2) the board of directors of any subsidiary he may serve hereunder. As the Chief Executive Officer of the Business, the Employee shall report to the board of directors of the Business. (b) During the Employment Term, the Employee shall devote all of the Employee’s business time, energy and skill and the Employee’s best efforts to the performance of the Employee’s duties with the Company; provided, that the foregoing shall not prevent the Employee from (i) serving on the boards of directors of non-profit organizations and, with the prior written approval of the Board in each instance, other for-profit companies, (ii) participating in charitable, civic, educational, professional, community or industry affairs, and (iii) managing the Employee’s passive personal investments, in each case, ; so long as such activities do not materially not, individually or in the aggregate, interfere or conflict with the performance of the ExecutiveEmployee’s duties hereunder or create a potential conflict of interest; provided further, that the foregoing shall not prevent the Employee from participating in other non-passive activities if, as and responsibilities under this Agreementwhen approved by the Board, in each instance. It is expressly understood and agreed that to If the extent Board determines, in its sole discretion, that any such outside activity or activities have been conducted by pose or will pose a conflict of interest, or that the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to time commitments required interfere with the performance of the ExecutiveEmployee’s responsibilities duties hereunder, even if previously approved, the Employee shall, at the request of the Board, cease such activities at the earliest available opportunity. (c) The Employee shall serve hereunder as an officer or director of any subsidiary or division of the Company that includes any portion of the Business as requested by the Company from time to time without any additional compensation therefor. The Company may, without limiting its liability hereunder, cause any subsidiary to assume the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties obligations hereunder. (iiid) During the Employment Period, the Executive The Board shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations take such action as may be necessary to fulfill appoint or elect the Executive’s duties and responsibilities hereunderEmployee as a member of the Board as of the Effective Date. Thereafter, during the Employment Term (as defined in Section 2 hereof), the Board shall nominate the Employee for re-election as a member of the Board at the expiration of the then current term; provided, that the foregoing shall not be required to the extent prohibited by legal or regulatory requirements.

Position and Duties. (ia) During the Employment Period, the The Executive shall serve as the Executive Chairman of the REIT and the Operating PartnershipCompany, and shall perform such employment duties report to the Board. During the Term (as are usual and customary for such positionsdefined below), the Executive may serve as a director or officer of any of the Company’s Affiliates as may be designated from time to time by the Board. The Executive shall report directly to be responsible for the Board general oversight and supervision of Directors of the REIT (the “Board”). In addition, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his business time and attention to the business and affairs of the Company, and shall perform such other lawful duties that may be reasonably assigned to him from time to time by the Board. Notwithstanding For the foregoingavoidance of doubt, during no officers or employees of the Employment PeriodCompany or its subsidiaries shall report to the Executive unless the Board determines otherwise. The Executive shall devote his best efforts and substantially all of his business time to the performance of his duties under this Agreement and the advancement of the business and affairs of the Company, it and shall not act in any capacity that is in conflict with the Executive’s duties and responsibilities hereunder. The Executive shall be subject to, and shall comply in all material respects with, the policies of the Company applicable to him. (b) The Executive shall not become engaged in or render services for any Person other than the Company and its Affiliates, except to the extent expressly provided in this Section 2(b). The Executive shall be entitled to (i) serve as a violation member of this Agreement for any board of directors on which the Executive to is currently serving as of the Effective Date and set forth on Exhibit A attached hereto, (Aii) continue to only with the prior consent of the Company by a duly authorized resolution of the Board, serve as Chairman a member of the Board board of Insurance Company directors of another company; provided, that the WestExecutive shall in no event serve on more than five (5) boards of directors in the aggregate, (Biii) serve on boardscivic, committees charitable, educational, religious, public interest or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, public service boards and (Div) manage his the Executive’s personal and family investments, in each case, so long as to the extent such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted hereunder as determined by the Executive prior to the Effective DateBoard in good faith, the continued conduct of such activities (or the conduct of activities similar are not in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere conflict with the performance business interests of the Company or its Affiliates, or otherwise compete with the business of the Company or its Affiliates. Exhibit A sets forth the full and true list as of the date hereof of (i) all of the Executive’s responsibilities positions on any board of directors of, and any consulting or other service positions for, any entity other than the Company or its Affiliates and (ii) the Executive’s ownership of investments. (c) The Board may, in its sole discretion at any time, or from time to time, implement a “garden leave” period during which the Executive will not be required to report to the Company; provided’s offices, that (1) no such activity that violates the provisions of Section 7 but shall be permitted and (2) Executive shall notify the Board prior required to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunderbe available remotely. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (i) a. During the Employment PeriodTerm (as defined below), the Executive shall serve as Chairman and Chief Executive Officer of Banner Midstream Corp presiding over the Company and its wholly owned subsidiaries, as well as the Principal Accounting Officer of Ecoark Holdings Inc. As Chairman and Chief Executive Officer of Banner Midstream Services Corp the REIT Executive shall report to Xxxxx Xxx, the Chairman and Chief Executive Officer of Ecoark Holdings Inc. As Principal Accounting Officer of Ecoark Holdings Inc., the Operating PartnershipExecutive shall report to Xxxx Xxxxxxxx, and Principal Financial Officer of Ecoark Holdings Inc. The Executive shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly may be specified from time to time by, the Board of Directors of the REIT Holdings (the “Board”). In addition, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s requestall times, the Executive shall serve abide by all directions of the Board and shall abide by the Company and/or its subsidiaries Group’s rules and affiliates procedures in other capacities in addition to force during the foregoing consistent with course of the Executive’s position as Executive Chairman of employment with the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this AgreementCompany. (ii) b. During the Employment PeriodTerm, and excluding any periods of disability, vacation and sick leave to which the Executive may be is entitled, the Executive agrees to devote a significant majority of his business time full professional attention, time, energies, interests and attention abilities to the business and affairs of the CompanyCompany Group. Notwithstanding the foregoingThe Executive may also devote a reasonable amount of time to civic and personal responsibilities, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as any such activities responsibilities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities to the Company. Absent advance disclosure of other employment, and receipt of written approval for such employment from the Board, the Executive is specifically restricted from being employed by any other company, other than a member of the Company Group, while under the Company’s employ pursuant to this Agreement. c. On the Effective Date, Holdings agrees to accelerate the vesting of any and all unvested stock options as specified in the Consulting Agreement (the “Consulting Agreement”) made and entered into to be effective as of May 15, 2019 by and between Holdings and the Executive. The parties acknowledge and agree that this Agreement replaces and supersedes the any prior employment agreement between the parties (or their predecessors or affiliates) (the “Prior Agreements”), and that such Prior Agreements are no longer of any force or effect other than the aforementioned fully vested stock options from the Consulting Agreement. In consideration of the Company’s payment and other obligations under this Agreement. It is expressly understood , Executive hereby agrees to completely and agreed that to forever release and discharge each member of the extent that Company Group and its respective affiliates, stockholders, officers, directors, employees, attorneys, agents, successors, and assigns from any such activities and all claims of any kind, demands, causes of action, or suits at law or in equity, contract or tort, which he has or may have been conducted by the Executive prior of whatsoever kind or nature to the Effective Date, whether known or unknown, anticipated or unanticipated, past or present, contingent or fixed relating to any Prior Agreements or Executive’s employment by the continued conduct of such activities (Company or the conduct of activities similar in nature and scope thereto) subsequent its predecessors or affiliates prior to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that date hereof (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Periodcollectively, the Executive shall perform the services required by this Agreement at “Claims”), including without limitation any Claims for compensation, wages, bonuses, commissions due, fringe benefits, accrued vacation, severance pay, back pay, legal fees, costs, or expenses, whether arising pursuant to any Prior Agreements or otherwise, but specifically excluding any claims relating to accrued and unpaid benefits arising under the Company’s principal offices located in San Diego, California (welfare benefit and qualified retirement plans through the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunderEffective Date.

Position and Duties. (ia) During the Employment Period, the Executive shall serve be employed as and hold the title of Chief Executive Chairman Officer of the REIT Company, with such duties, authorities and responsibilities that are customary for public company chief executive officer positions. Executive will be the Operating Partnershipprincipal executive officer of the Company, and shall perform such employment duties as are usual report to the Company’s Board of Directors, which will include interfacing with the Chair of the Company’s Board of Directors, and customary for such positions. The Executive shall report directly to certain committees of the Board of Directors of the REIT and their respective chairpersons from time to time (collectively, the “Board”). In additionThe Board may assign Executive such other duties, authorities and responsibilities that are not inconsistent with his position as Chief Executive Officer of the Company. Executive shall also become a member of the Board as of the Effective Date. Thereafter, during the Employment Period, the Company Board shall cause the nominate Executive to be nominated to stand for re-election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At Board at the expiration of the then current term, provided that the foregoing shall not be required to the extent prohibited by legal or regulatory requirements, or the current provisions of Section 6E of the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates Certificate of Incorporation as in other capacities in addition effect at any time or from time to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnershiptime. In the event that the Executive, during During the Employment Period, serves in any one Executive shall report only to the Board and all employees of the Company, RRI and the Company’s subsidiaries shall report to Executive or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreementhis designee. (iib) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to shall devote a significant majority substantially all of his business skill, knowledge and working time and attention to the business and affairs of the Company. Notwithstanding Company and its subsidiaries; provided that in no event shall this sentence prohibit Executive from (i) performing personal, charitable, civic, educational, professional, community or industry activities (ii) serving on the foregoingboards of directors of non-profit organizations and, during with the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman prior written approval of the Board of Insurance Company of the WestBoard, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagementsother for profit companies, and (Diii) manage his managing Executive’s passive personal investments, in each case, so long as such activities do not materially and adversely interfere or conflict with the performance of the Executive’s duties for the Company or otherwise violate the terms and responsibilities under conditions of this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (Agreement or the conduct of activities similar Company’s policies in nature and scope thereto) subsequent effect from time to the Effective Date shall not thereafter be deemed time applicable to interfere with the performance executive officers of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the . Executive shall perform the his services required by this Agreement at the Company’s principal offices headquarters, presently located in San DiegoGreenwood Village, California Colorado. (c) In his position as Chief Executive Officer, Executive shall, subject to the oversight of the Board and the “Authorization Limits” established from time to time by the Board, have full authority and responsibility to manage the operation of the Company’s restaurants and franchise system, including the hiring and discharge of employees of the Company and its subsidiaries, closing, selling, developing and opening restaurants as contemplated by the annual budget approved by the Board (the “Principal LocationAnnual Plan”), except for travel to other locations as may be necessary to fulfill establishing and administering the ExecutiveCompany’s duties marketing plan, making improvements in and responsibilities hereunderrefurbishing the Company’s restaurants consistent with the capital expenditure budget in the Annual Plan, administering and managing the day-to-day operation of the restaurants, granting new franchises and administering and managing the franchise operations consistent with the Annual Plan.

Position and Duties. (ia) During the Employment Period, the Executive shall serve as President - Specialty Packaging (or such other appropriate title as the Chief Executive Chairman Officer of the REIT WestRock may determine after consultation between Executive and the Operating PartnershipChief Executive Officer of WestRock), and shall perform such employment duties as are usual have the customary duties, responsibilities, functions and customary for such positionsauthority of that office. The Executive shall report directly to the Board of Directors of the REIT (the “Board”). In addition, during During the Employment Period, the Company Executive shall cause the Executive render such administrative, financial and other executive and managerial services to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held WestRock and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause its Subsidiaries (as defined below) have occurred and not been cured. Provided that which are customary for such position or are assigned to Executive by the Chief Executive is so nominated and is elected Officer of WestRock from time to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing time consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreementposition. (iib) During the Employment Period, Executive shall report to the Chief Executive Officer of WestRock and excluding any periods of vacation shall devote his best efforts and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his full business time and attention (except for permitted vacation periods and periods of illness or other incapacity, subject to the applicable policies of WestRock and its Subsidiaries as in effect from time to time) to the business and affairs of WestRock and its Subsidiaries. Executive shall perform his duties, responsibilities and functions to WestRock and its Subsidiaries hereunder to the Companybest of his abilities in a diligent, trustworthy and professional manner and shall comply with the lawful policies and procedures of WestRock and the Company in all material respects. Notwithstanding the foregoing, during During the Employment Period, it Executive shall not be a violation serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Chief Executive Officer of WestRock. Notwithstanding anything in this Agreement for to the contrary, Executive shall have the right to devote reasonable time to: (Ai) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of engage in charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, community activities and (Dii) manage his personal investments, in each case, so long as investments and affairs; provided that such activities do not materially interfere with or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s his duties hereunder. (iiic) During For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the Employment Periodsecurities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diegotime of determination, California (the “Principal Location”)owned by WestRock, except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunderdirectly or through one or more Subsidiaries.

Position and Duties. (ia) During the Employment PeriodTerm (as defined in Section 2 hereof), the Executive Employee shall serve as Executive Chairman the President and Chief Operating Officer of the REIT Company and the Operating PartnershipBusiness. In this capacity, the Employee shall have all duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and shall perform such employment duties other duties, authorities and responsibilities as are usual and customary for such positions. The Executive shall report directly to the Chairman (the “Chairman”) of the Board of Directors of the REIT Company (the “Board”). In addition, during the Employment Period, the Company ) shall cause the Executive designate from time to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is time that are not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent inconsistent with the ExecutiveEmployee’s position as Executive Chairman President and Chief Operating Officer of the REIT Business. As the President and Chief Operating Officer of the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacitiesCompany, the Executive’s compensation Employee shall not be increased beyond that specified in Section 2(breport to (1) hereof. In additionthe Chairman, in (2) if, as and when requested by the event the Executive’s service in one or more of such additional capacities is terminatedChairman, the Executive’s compensationChief Executive Officer of the Company, as specified in Section 2(band (3) hereofthe board of directors of any subsidiary he may serve hereunder. As the President and Chief Executive Officer of the Business, the Employee shall not be diminished or reduced in any manner as a result report to the Chief Executive Officer of such termination provided that the Executive otherwise remains employed under the terms of this AgreementBusiness. (iib) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitledTerm, the Executive agrees to Employee shall devote a significant majority all of his the Employee’s business time time, energy and attention skill and the Employee’s best efforts to the business and affairs performance of the Employee’s duties with the Company. Notwithstanding ; provided, that the foregoing, during the Employment Period, it foregoing shall not be a violation prevent the Employee from (i) serving on the boards of this Agreement for directors of non-profit organizations and, with the Executive to (A) continue to serve as Chairman prior written approval of the Board of Insurance Company of the Westin each instance, other for-profit companies, (Bii) serve on boardsparticipating in charitable, committees civic, educational, professional, community or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagementsindustry affairs, and (Diii) manage his managing the Employee’s passive personal investments, in each case, ; so long as such activities do not materially not, individually or in the aggregate, interfere or conflict with the performance of the ExecutiveEmployee’s duties hereunder or create a potential conflict of interest; provided further, that the foregoing shall not prevent the Employee from participating in other non-passive activities if, as and responsibilities under this Agreementwhen approved by the Board, in each instance. It is expressly understood and agreed that to If the extent Board determines, in its sole discretion, that any such outside activity or activities have been conducted by pose or will pose a conflict of interest, or that the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to time commitments required interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of ExecutiveEmployee’s duties hereunder, even if previously approved, the Employee shall, at the request of the Board, cease such activities at the earliest available opportunity. (iiic) During The Employee shall serve hereunder as an officer or director of any subsidiary or division of the Employment PeriodCompany that includes any portion of the Business as requested by the Company from time to time without any additional compensation therefor. The Company may, the Executive shall perform the services required by this Agreement at without limiting its liability hereunder, cause any subsidiary to assume the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities obligations hereunder.

Position and Duties. (ia) As of the Effective Date, the Executive shall serve as Vice President, General Counsel and Corporate Secretary of Xxx Energy, and also as the Vice President, General Counsel and Corporate Secretary of Xxx Operating, in which capacities the Executive shall perform the usual and customary duties of such offices, which are normally inherent in such capacities in U.S. publicly held corporations of similar size and character as the Company. The Executive shall report to the President and Chief Executive Officer of Xxx Energy. The Executive agrees and acknowledges that, in connection with her employment relationship with the Company, the Executive owes fiduciary duties to the Company and, if applicable, its subsidiaries, and will act accordingly. (b) During the Employment Period, the Executive shall agrees to devote substantially her full time, attention and energies to the Company’s business and agrees to faithfully and diligently endeavor to the best of her ability to further the best interests of the Company and its shareholders. Subject to Section 9 herein, the Executive may only serve as Executive Chairman a director of the REIT and the Operating Partnership, and shall perform other companies if such employment duties as are usual and customary for such positions. The Executive shall report directly to service is approved in advance by the Board of Directors of the REIT Xxx Energy (the “Board”), so long as such service is not detrimental to the Company, does not interfere with the Executive’s service to the Company and does not present the Executive with a conflict of interest. The Executive may invest her own assets in such form or manner as will not require her services in the daily operations of the affairs of the companies in which such investments are made, provided that no such investment violates the Executive’s obligations under Section 2(d) or 9 herein. (c) In addition, during keeping with the Employment PeriodExecutive’s fiduciary duties to the Company, the Company Executive agrees that she shall cause not, directly or indirectly, become involved in any conflict of interest, or upon discovery thereof, allow such a conflict to continue. Moreover, the Executive to be nominated to stand for election agrees that she shall promptly disclose to the Board at any meeting facts which might involve any reasonable possibility of stockholders a conflict of interest, or be perceived as such. (d) Circumstances in which a conflict of interest on the part of the REIT during Executive would or might arise, and which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not should be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that reported immediately by the Executive is so nominated and is elected to the Board, include the Executive hereby agrees to serve as following: (i) ownership of a member of the Board. At the Company’s requestmaterial interest in, the Executive shall serve acting in any capacity for, or accepting directly or indirectly any payments, services or loans from a supplier, contractor, subcontractor, customer or other entity with which the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement.does business; (ii) During the Employment Period, and excluding any periods misuse of vacation and sick leave information or facilities to which the Executive may has access in a manner which will be entitleddetrimental to the Company’s interest; (iii) disclosure or other misuse of Confidential Information (as defined in Section 9 hereof); (iv) acquiring or trading in, directly or indirectly, other properties or interests connected with the exploration and production of oil, or the design, manufacturing, marketing or provision of other products and services in which the Company is engaged from time to time, including leasing of oil and gas mineral interests in those fields in which the Company has an interest or prospective interest or opportunity; (v) the appropriation to the Executive agrees or the diversion to devote others, directly or indirectly, of any opportunity in which it is known or could reasonably be anticipated that the Company would be interested; and (vi) the ownership, directly or indirectly, of a significant majority material interest in an enterprise in competition with the Company or its dealers and distributors or acting as a director, officer, partner, consultant, employee or agent of his business time and attention any enterprise which is in competition with the Company or its dealers or distributors. Notwithstanding anything to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Periodcontrary in this Section 2, it shall not be a violation of this Agreement for the Executive to become the registered or beneficial owner of up to five percent (A5%) continue to serve as Chairman of any class of the Board capital stock of Insurance Company a corporation registered under the Securities Exchange Act of 1934, as amended (the West“Exchange Act”), provided that the Executive does not actively participate in the business of such corporation. (Be) serve on boardsFurther, committees or similar bodies the Executive covenants, warrants and represents that she shall: (i) devote her full and best efforts to the fulfillment of charitable or nonprofit organizations, her employment obligations; (Cii) fulfill limited teaching, speaking exercise the highest degree of fiduciary loyalty and writing engagements, care and (D) manage his personal investments, the highest standards and conduct in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder.her duties; (iii) During abide by any compensation clawback, recoupment or anti-hedging policy applicable to executives of the Employment PeriodCompany or its affiliates, in effect from time to time, as approved by the Executive shall perform Board or a duly authorized committee thereof; and (iv) endeavor to prevent any harm, in any way, to the services required by this Agreement at business or reputation of the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunderCompany or its subsidiaries.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Chairman of the Board of Directors, Chief Executive Chairman Officer and President of the REIT and the Operating Partnership, Partnership and shall perform such employment duties as are assigned by the REIT's Board of Directors and usual and customary for such positions. The In such position, the Executive shall report directly to the REIT's Board of Directors of the REIT (the “Board”)Directors. In addition, during the Employment Period, the Company shall use its best efforts to cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders and elected as Chairman of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelectedREIT's Board of Directors; provided, however, that the Company shall not be so obligated to if cause such nomination if any exists for the removal of the events constituting Cause (as defined below) have occurred and not been curedExecutive from the REIT's Board of Directors or for the failure to nominate or elect the Executive to the REIT's Board of Directors. Provided that the Executive is so nominated and is elected to the Boardelected, the Executive hereby agrees to serve as a member Chairman of the BoardREIT's Board of Directors. At the Company’s 's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnershipforegoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s 's compensation shall not be increased beyond that specified in Section 2(b) hereofof this Agreement. In addition, in the event the Executive’s 's service in one or more of such additional capacities is terminated, the Executive’s 's compensation, as specified in Section 2(b) hereofof this Agreement, shall not be diminished or reduced in any manner as a result of such termination provided that for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be is entitled, the Executive agrees to devote a significant majority of his such attention and time during normal business time and attention hours to the business and affairs of the CompanyCompany as are necessary for the performance of his duties hereunder. Notwithstanding the foregoing, during During the Employment Period, Period it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the Weston corporate, civic or charitable boards or committees, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and engagements or (DC) manage his personal investments, in each case, so long as such activities do not materially significantly interfere or conflict with the performance of the Executive’s duties 's responsibilities as an employee, director and responsibilities under officer of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s 's responsibilities to the Company; provided, provided that (1) no such activity that violates any written non-competition agreement between the provisions of Section 7 parties shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunderpermitted. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Chief Executive Chairman Officer of the REIT TPG and the Operating Partnership, Partnership and shall perform such employment duties as are usual and customary for such positionspositions and such other duties as the Board of Directors of TPG (the “Board”) shall from time to time reasonably assign to the Executive. The Executive shall report directly to the Board of Directors of the REIT (the “Board”). In addition, during the Employment Period, subject to the rules and requirements of the charter of the nominating and corporate governance committee of the Board the Company shall use its best efforts to cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders as a member of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelectedBoard; provided, however, that the Company shall not be so obligated to if cause such nomination if any exists for the removal of the events constituting Cause (as defined below) have occurred and not been curedExecutive from the Board or for the failure to nominate or elect the Executive to the Board. Provided that the Executive is so nominated and is elected to the Boardnominated, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnershipforegoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereofof this Agreement. In addition, in the event the Executive’s service in one or more of such additional capacities is subsequently terminated, the Executive’s compensation, as specified in Section 2(b) hereofof this Agreement, shall not be diminished or reduced in any manner as a result of such termination provided that for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be is entitled, the Executive agrees to devote a significant majority substantially all of his business time time, energy, skill and attention best efforts to the performance of his duties hereunder in a manner that will faithfully and diligently further the business and affairs interests of the Company. Notwithstanding the foregoing, during the Employment Period, Period it shall not be a violation of this Agreement for the Executive to (A) continue serve on corporate, civic or charitable boards or committees consistent with the Company’s conflicts of interests policies and corporate governance guidelines in effect from time to serve as Chairman of the Board of Insurance Company of the Westtime, (B) serve on boardsdeliver lectures, committees fulfill speaking engagements or similar bodies of charitable teach at educational institutions or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreementas an executive officer of the Company. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective DateDate and fully disclosed in writing and agreed to by the Company in writing, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, provided that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) that violates any written non-competition agreement between the parties or prevents the Executive shall notify the Board prior to engaging in any new real estate related from devoting substantially all of his business activities after the Effective Date that are unrelated time to the performance fulfillment of Executive’s his duties hereunder. (iii) During The Executive agrees that he will not take personal advantage of any business opportunity that arises during his employment by the Employment Period, Company and which may be of benefit to the Company unless all material facts regarding such opportunity are promptly reported by the Executive shall perform to the services required Board for consideration by this Agreement at the Company’s principal offices located in San Diego, California (Company and the “Principal Location”), except for travel disinterested members of the Board determine to other locations as may be necessary reject the opportunity and to fulfill approve the Executive’s duties and responsibilities hereunderparticipation therein.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Executive Chairman Chief Financial Officer of the REIT and the Operating Partnership, Partnership and shall perform such employment duties as are assigned by the REIT's Chief Executive Officer and usual and customary for such positions. The In such position, the Executive shall report directly to the REIT's Board of Directors or, if the Board of Directors of the REIT (the “Board”). In additiondelegates such authority, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the REIT's Chief Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the BoardOfficer. At the Company’s 's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnershipforegoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s 's compensation shall not be increased beyond that specified in Section 2(b) hereofof this Agreement. In addition, in the event the Executive’s 's service in one or more of such additional capacities is terminated, the Executive’s 's compensation, as specified in Section 2(b) hereofof this Agreement, shall not be diminished or reduced in any manner as a result of such termination provided that for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be is entitled, the Executive agrees to devote a significant majority of his such attention and time during normal business time and attention hours to the business and affairs of the CompanyCompany as are necessary for the performance of his duties hereunder. Notwithstanding the foregoing, during During the Employment Period, Period it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the Weston corporate, civic or charitable boards or committees, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and engagements or (DC) manage his personal investments, in each case, so long as such activities do not materially significantly interfere or conflict with the performance of the Executive’s duties 's responsibilities as an employee and responsibilities under officer of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s 's responsibilities to the Company; provided, provided that (1) no such activity that violates any written non-competition agreement between the provisions of Section 7 parties shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunderpermitted. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (ia) During the Employment Period, the Executive shall serve as Executive Chairman the ____________ of the REIT and ___________________ Group of the Operating PartnershipCompany or any successor to such Group, in each case as constituted from time to time (the "Group"), and shall perform have the normal duties, responsibilities and authority of an executive serving in such employment duties as are usual and customary for such positions. The Executive shall report directly position, subject to the power of the Board of Directors of the REIT Company (the “"Board”)") or the President of the Company to expand or limit such duties, responsibilities and authority, either generally or in specific instances. In additionExecutive shall have the title ____________________ of the Group, during subject to the power of the Board to change such title from time to time. During the Employment Period, Executive shall also serve as a director of the Company shall cause the Executive to be nominated to stand for election to so long as the Board at any meeting of stockholders of the REIT during which any such election is held nominates him to that position and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Boardit, the Executive hereby agrees to serve as a member ____________ of the Board. At Company for so long as the Company’s request, the Executive shall serve Board elects or appoints him to that position and as a director of any affiliate of the Company and/or its subsidiaries and affiliates in other capacities in addition designated by the Board for so long as the Board causes him to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of be elected to such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreementposition. (iib) Executive shall report to the President of the Company. (c) During the Employment Period, Executive shall devote his best efforts and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his full business time and attention (except for permitted vacation periods, reasonable periods of illness or other incapacity and, provided such activities do not exceed those in which Executive has engaged in the past, participation in charitable and civic endeavors and management of Executive's personal investments and business interests) to the business and affairs of the Group and the business and affairs of any other group of the Company, any division of the Company, or any subsidiary or affiliate of the Company (or any group or division thereof), engaged in the security, alarm or monitoring products business or any other business the same as or similar to or related to that then engaged in by the Group. Notwithstanding Executive shall perform his duties and responsibilities to the foregoingbest of his abilities in a diligent, during trustworthy, businesslike and efficient manner. (d) Executive shall perform his duties and responsibilities principally in the Employment Period__________________ area, it and shall not be a violation of this Agreement for required to travel outside that area any more extensively than he has done in the Executive to (A) continue to serve as Chairman past in the ordinary course of the Board of Insurance Company business of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (ia) During the Employment Period, (i) the Executive's position (including status, offices, titles and reporting relationships), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 90-day period immediately preceding the Effective Date, and (ii) the Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than thirty-five (35) miles from such location. Such position, authority, duties and responsibilities shall serve be regarded as Executive Chairman of the REIT and the Operating Partnershipnot commensurate if, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly to the Board of Directors of the REIT (the “Board”). In addition, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of a Change of Control, (i) the Corporation becomes a direct or indirect subsidiary of another corporation or corporations or becomes controlled, directly or indirectly, by one or more unincorporated entities (such termination provided that other corporation or unincorporated entity owning or controlling, directly or indirectly, the greatest amount of equity (by vote) of the Corporation is hereinafter referred to as a "Parent Company"), or (ii) all or substantially all of the assets of the Corporation are acquired by another corporation or unincorporated entity or group of corporations or unincorporated entities owned or controlled, directly or indirectly, by another corporation or unincorporated entity (such other acquiring or controlling corporation or unincorporated entity is hereinafter referred to as a "Successor"), unless, in each case, (x) Section (c) of this Agreement shall have been complied with and (y) the Executive otherwise remains employed under shall have assumed a position with such Parent Company or Successor, as the terms case may be, and the Executive's position, authority, duties and responsibilities with such Parent Company or Successor, as the case may be, are at least commensurate in all material respects with the most significant of this Agreementthose held, exercised and assigned with the Corporation at any time during the 90-day period immediately preceding the Effective Date, or (iii) more than one unrelated corporation or unincorporated entity acquires a significant portion of the assets of the Corporation. (iib) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be is entitled, the Executive agrees to devote a significant majority of his reasonable attention and time during normal business time and attention hours to the business and affairs of the Company. Notwithstanding Corporation and, to the foregoing, during extent necessary to discharge the Employment Period, it shall not be a violation of this Agreement for responsibilities assigned to the Executive hereunder, to use the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. The Executive may (A) continue to serve as Chairman of the Board of Insurance Company of the West, (Bi) serve on boardscorporate, committees civic or similar bodies of charitable boards or nonprofit organizationscommittees, (Cii) deliver lectures, fulfill limited teaching, speaking and writing engagements, engagements or teach at educational institutions and (Diii) manage his personal investments, in each case, so long as such activities do not materially significantly interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement's responsibilities. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s 's responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunderCorporation. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (i) During Employee is being employed in Employee’s Position to perform the Employment Period, the Executive shall serve as Executive Chairman Duties of the REIT and the Operating Partnership, and shall Position on a full-time basis for a workweek of at least forty (40) hours. Employee will perform such employment other duties as are usual and customary for such positionsmay be assigned by the Company. The Executive shall report directly Employee will perform other duties related to the Board Company’s water drilling, reclamation processing activities as may be assigned by the Company, for which Employee is compensated outside of Directors this Agreement by way of a pre-existing “STW Resources Holding Corp. Water-related Revenue Royalty Authorization Agreement”. Also, Employee is compensated as a Director of the REIT (Company outside of this Agreement, by a Director’s Appointment Agreement, with a current compensation of $75,000 per year. Except upon the “Board”). In additionprior written consent of the Company, Employee will not, during the Employment PeriodTerm, the Company shall cause the Executive to be nominated to stand for election to the Board at (i) accept any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; providedother employment, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) engage, directly or indirectly, in any other business activity (whether or not pursued for pecuniary advantage) that might interfere with Employee's duties and responsibilities hereunder or create a conflict of interest with the Company. During the Employment PeriodTerm, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to Employee shall devote a significant majority substantially all of his business time and attention to the business Company. Employee may pursue outside investment activities on his own during the Term of this agreement. (ii) All agreements with Company’s clients must be entered into by an authorized Company representative, and affairs Employee specifically is authorized or permitted to enter into any written or verbal agreements on behalf of the Company. Notwithstanding Employee has the foregoing, during authority to vary the Employment Period, it shall not be a violation terms of this Agreement any written agreements for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees Company’s products or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict services with the performance of the ExecutiveCompany’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that clients, nor shall Employee make any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities oral representations contrary to the Company; provided’s printed contracts and marketing materials. Employee also will be subject to termination for cause, that (1) no such activity that violates without severance, for violation of the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunderthis Section. (iii) During The Company agrees to defend and indemnify Employee against any liability that Employee incurs within the Employment Period, scope of his employment with the Executive Company to fullest extent permitted by the Company's certificate of formation and bylaws and Texas’ corporation law. (iv) The Employee’s place of employment shall perform the services required by this Agreement at be the Company’s principal offices located in San Diegothe Midland/Odessa, California (Texas Metropolitan Area, or as otherwise mutually agreed between the “Principal Location”), except for travel to other locations as may be necessary to fulfill Employee and the Executive’s duties and responsibilities hereunderCompany.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Executive Chairman Vice President – Finance of the REIT and the Operating Partnership, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly to the Board of Directors of the REIT (the “Board”). In addition, during the Employment Period, the Company shall cause the Chief Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the BoardOfficer. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman Vice President – Finance of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his full business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (CB) fulfill limited teaching, speaking and writing engagements, and (DC) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San DiegoLos Angeles, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (ia) During the Employment Period, the Executive shall serve as Executive Chairman Mirant’s Senior Vice President and Head of the REIT and the Operating Partnership, and shall perform such employment duties as are usual and customary for such positionsAsset Management – US Region. The Executive shall report directly to the Board of Directors of the REIT (the “Board”). In addition, during During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company shall cause and its affiliates (the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term “Company Group”) as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing are consistent with the Executive’s position as Executive Chairman and the by-laws of the REIT Company and as the Operating PartnershipChief Executive Officer (“CEO”) and Executive Vice President and US Region Head may from time to time reasonably direct. In the event that the Executive, during the Employment Period, serves in any one Executive shall also serve for no additional compensation or more remuneration as an officer or director of such additional capacities, subsidiaries of the Executive’s compensation shall not Company as may from time to time be increased beyond that specified in Section 2(b) hereof. In addition, in designated by the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this AgreementBoard. (iib) During the Employment Period, and excluding any periods of vacation and sick leave Executive shall report to which the Executive may be entitled, the Executive agrees to Vice President and US Region Head and shall devote a significant majority of his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company. Notwithstanding Executive shall perform his duties, responsibilities and functions to the foregoingCompany hereunder to the best of his abilities in a diligent, during trustworthy, professional and efficient manner and shall comply with the Company’s policies and procedures in all material respects. In performing his duties and exercising his authority under this Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and shall support and cooperate with the Company’s efforts to operate profitably and in conformity with the business and strategic plans approved by the Board. During the Employment Period, it Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board which shall not be unreasonably withheld; provided, however, that the Board hereby consents to Executive’s service on and after the Commencement Date as a violation director of this Agreement for each of the corporations listed on Exhibit A. Executive to (A) continue to may serve as Chairman an officer or director of the Board of Insurance Company of the Westor otherwise participate in purely educational, (B) serve on boardswelfare, committees or similar bodies of charitable or nonprofit organizationssocial, (C) fulfill limited teaching, speaking religious and writing engagements, and (D) manage his personal investments, in each case, civic organizations so long as such activities do not materially interfere with Executive’s regular performance of duties and responsibilities hereunder. Nothing contained herein shall preclude Executive from (i) engaging in charitable and community activities, (ii) participating in industry and trade organization activities, (iii) managing his and his family’s personal investments and affairs, and (iv) delivering lectures, fulfilling speaking engagements or conflict teaching at educational institutions, provided that such activities do not materially interfere with the regular performance of the Executive’s his duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (ia) During the Employment Period, the Executive shall serve be employed as and hold the titles of President and Chief Executive Chairman Officer of the REIT Company, with such duties, authorities and responsibilities that are customary for public company chief executive officer positions. Executive will be the Operating Partnershipprincipal executive officer of the Company, and shall perform such employment duties as are usual report to the Company’s Board of Directors, which will include interfacing with the Chair of the Company’s Board of Directors, and customary for such positions. The Executive shall report directly to certain committees of the Board of Directors of the REIT and their respective chairpersons from time to time (collectively, the “Board”). In additionThe Board may assign Executive such other duties, authorities and responsibilities that are not substantially inconsistent with her positions as Chief Executive Officer of the Company. Executive shall also become a member of the Board as of the Effective Date. Thereafter, during the Employment Period, the Company Board shall cause the nominate Executive to be nominated to stand for re-election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At Board at the expiration of the then current term, provided that the foregoing shall not be required to the extent prohibited by legal or regulatory requirements, or the current provisions of Section 6E of the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates Certificate of Incorporation as in other capacities in addition effect at any time or from time to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnershiptime. In the event that the Executive, during During the Employment Period, serves in any one Executive shall report only to the Board and all employees of the Company, RRI and the Company’s subsidiaries shall report to Executive or more her designee. For the avoidance of such additional capacitiesdoubt, the Executive’s compensation company may appoint another individual to serve as President of the Company and upon such appointment Executive shall (automatically and without further action) no longer serve as President of the Company and Executive acknowledges and agrees that she shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreementhave Good Reason with respect thereto. (iib) During the Employment Period, Executive shall devote substantially all of her skill, knowledge and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his business working time and attention to the business and affairs of the Company. Notwithstanding Company and its subsidiaries; provided that in no event shall this sentence prohibit Executive from (i) performing personal, charitable, civic, educational, professional, community or industry activities (ii) serving on the foregoingboards of directors of non-profit organizations and, during with the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman prior written approval of the Board of Insurance Company of the WestBoard, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagementsother for profit companies, and (Diii) manage his managing Executive’s passive personal investments, in each case, so long as such activities do not materially and adversely interfere with Executive’s duties for the Company or conflict otherwise violate the terms and conditions of this Agreement or the Company’s policies in effect from time to time applicable to executive officers of the Company. Executive shall perform her services at the Company’s headquarters, presently located in Greenwood Village, Colorado, subject to reasonably required travel in connection with the performance of her services hereunder or as reasonably requested by the Executive’s duties and Board. Executive shall use her best efforts to carry out her responsibilities under this Agreement. It is expressly understood Agreement faithfully and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunderefficiently. (iiic) During In her position as Chief Executive Officer of the Employment PeriodCompany, Executive shall, subject to the Executive shall perform oversight of the services required Board and the “Authorization Limits” established from time to time by this Agreement at the Board, have full authority and responsibility to manage the operation of the Company’s principal offices located in San Diegorestaurants and franchise system, California including the hiring and discharge of employees of the Company and its subsidiaries, closing, selling, developing and opening restaurants as contemplated by the annual budget approved by the Board (the “Principal LocationAnnual Plan”), except for travel to other locations as may be necessary to fulfill establishing and administering the ExecutiveCompany’s duties marketing plan, making improvements in and responsibilities hereunderrefurbishing the Company’s restaurants consistent with the capital expenditure budget in the Annual Plan, administering and managing the day-to-day operation of the restaurants, granting new franchises and administering and managing the franchise operations consistent with the Annual Plan.

Position and Duties. (i) During Xxxxx will be employed as the Employment PeriodPresident of the AHB Division, reporting to the Executive shall Managing Director of the AHB Division, and, except as set forth in Section 5 hereof, will continue to serve as Executive Chairman the President of the REIT AHB Division throughout the entire Term. In no event shall Xxxxx be employed by the Corporation or the Bank during any calendar year subsequent to 2008 at a lower position or rank and any such diminution in position or authority shall be considered a breach of this Agreement by FNB, which breach FNB shall be provided an opportunity to cure within thirty (30) days upon notice to FNB by Xxxxx. Xxxxx shall devote her full time and efforts solely to the business of FNB and the Operating Partnership, AHB Division and shall diligently, efficiently and effectively perform such employment duties as shall be assigned to her, which shall consist of the general and active management of the business of the AHB Division and such other duties of supervision and management as are usual and customary generally vested in the office of the President of a major division or as are directed or otherwise set forth in job descriptions established by the Boards of Directors of the Corporation or the Bank for such positionsoffices. The Executive shall report directly to Unless otherwise directed by the Board of Directors of the REIT (Corporation or the “Board”)Bank, the Chief Executive Officer of the Corporation or the Bank, the President of the Corporation or the Bank, or the Managing Director of the AHB Division, Xxxxx shall have overall responsibility for the management, profitability and performance of the AHB Division which includes, without limitation, responsibility for ensuring the safety and soundness of FNB to the extent impacted by the AHB Division. In addition, Xxxxx shall at all times during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation Term of this Agreement for refrain from doing any act, disclosing any information or making any statements to any person other than officers of FNB which may result in the Executive to (A) continue to serve as Chairman disclosure of confidential information or adversely affect the Board good reputation of Insurance Company of FNB in the Westcommunity or which might adversely affect the professional or business relationship between FNB and any business, (B) serve on boardsdepositor, committees borrower or similar bodies of charitable any other person with whom FNB is doing business or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereundercontemplating doing business. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (i) During the Employment PeriodTerm, the Executive Employee shall serve as President and Chief Executive Chairman Officer of the REIT Company and the Operating Partnership, and shall perform such employment duties as are usual and customary for such positionsconsistent with this position. The Executive Employee shall report directly to the Board board of Directors directors of the REIT Company or, to the extent that the Company remains wholly-owned by Ampio, to the board of directors of Ampio, as applicable (such applicable board of directors, hereinafter the “Board”). In additionDuring the Term, during Employee shall also hold such additional positions and titles as the Employment Period, the Company shall cause the Chief Executive to be nominated to stand for election to Officer or the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated may determine from time to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been curedtime. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment PeriodTerm, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to Employee shall devote a significant majority of his full business time to satisfactorily perform his duties as President and attention to the business and affairs Chief Executive Officer of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking Employee may engage in any civic and writing engagements, and (D) manage his personal investments, in each case, not-for-profit activities so long as such activities do not materially interfere or conflict with the performance of his duties hereunder or present a conflict of interest with the Executive’s duties and responsibilities under Company or Ampio or any of their respective subsidiaries or affiliates. During the Term of this Agreement. It is expressly understood and agreed that , Employee agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known by the Employee to be adverse or antagonistic to the extent Company or Ampio or any of their respective subsidiaries or affiliates, their respective business or prospects, their financial position, or otherwise or in any company, person or entity that is, directly or indirectly, in competition with the business of the Company or Ampio or any of their respective subsidiaries or affiliates. This provision shall encompass any advisory boards of which Employee is or becomes a member of during the term hereof. Employee shall provide written disclosure to the Compensation Committee of the Board as to any advisory boards on which Employee sits, and will provide the Company or Ampio, as applicable, with a written request for authority to sit on any additional advisory boards. On termination of Employee’s employment, regardless of the reason for such activities have been conducted termination, Employee shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that Employee may hold in the Company or Ampio or any of their respective subsidiaries or affiliates, unless otherwise agreed in writing by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunderparties. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (iNotwithstanding the terms of Section 3(a)(i)(A) During of the Employment PeriodAgreement, the Executive shall serve as Executive Chairman of the REIT and the Operating Partnership, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly to the Board of Directors of the REIT (the “Board”). In addition, parties agree that at a mutually agreeable time or times during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities as Chief Executive Officer of Healthaxis shall decrease and that Executive shall cease to serve as the Chief Executive Officer of Healthaxis, and at some mutually agreed upon subsequent date, Executive shall cease to serve as Chairman (which the parties mutually agree shall be no later than December 31, 2006). The parties acknowledge and agree that upon each such diminution in the duties and responsibilities of Executive that there shall be a corresponding and mutually agreeable decrease in the compensation to be paid to Executive under this the Agreement, subject to Section 2 above. It Notwithstanding the terms of Section 2 of the Agreement, upon such date as the Executive is expressly understood and agreed that to no longer serving as Chief Executive Officer or Chairman, his “Employment Period” shall terminate. Notwithstanding anything contained in Section 4(c)(i) of the extent Agreement, the parties agree that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance mutually agreed reduction of Executive’s Chief Executive Officer or Chairman duties hereunder. (iii) During or responsibilities shall not constitute a “Good Reason” for Executive’s termination of employment with Healthaxis. Further, as a result of the Employment Periodconsummation of the transactions contemplated by the Purchase Agreement, Executive acknowledges that he may be required to travel on Healthaxis business to India and the Virginia/Washington D.C. area more than has been the case in the past, and Executive agrees that Healthaxis’ requirement that the Executive engage in such travel shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except not constitute grounds for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereundertermination of employment with “Good Reason” under Section 4(c)(iii) of the Agreement.

Position and Duties. (i) During the Employment Period, the Executive shall shall, subject to Section 2(a)(ii), serve as Executive Chairman of the REIT Company with the customary and usual duties and responsibilities attendant to a position of such nature in a company that also has a Chief Executive Officer and Chief Operating Officer and in which the Executive Chairman is not a full-time employee, and any other duties that may reasonably be assigned by the Company’s Board of Directors (the “Board”) consistent with his position as Executive Chairman and the part-time nature of his employment (taking into consideration that the Company has a Chief Executive Officer and Chief Operating PartnershipOfficer), and subject to such policies and procedures for coordinating and consulting with the Chief Executive Officer consistent with the foregoing as the Board, after consultation with the Executive, may adopt, from time to time. It is understood that a portion of the Executive’s duties and responsibilities contemplated above shall perform such employment duties as are usual and customary for such positionsbe provided to Morgans Group LLC (the “Operating Company”). The Executive shall report directly to the Board of Directors of the REIT (the “Board”). In addition, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be is entitled, the Executive agrees to devote a significant sufficient portion of the Executive’s business time, attention and energies to the performance of the duties contemplated by Section 2(a)(i) so that Executive can fulfill those duties, and to perform such duties faithfully, diligently and to the best of the Executive’s abilities and subject to such laws, rules, regulations and policies from time to time applicable to the Company’s executives. The Company acknowledges that the Executive is committed to devote at least a majority of his business time time, attention, and attention energies to performance of his duties under his employment agreement with NorthStar Realty Finance Corp. (together with its subsidiaries, as the business context may require, “NorthStar”) and affairs as a director of the Company. Notwithstanding the foregoingNorthStar, during the Employment Period, it and agrees that Executive’s doing so shall not be constitute “Cause” or a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, (i) the Executive agrees to continue to serve as a director of the Company; and (ii) the Company agrees that the Executive shall perform be nominated for election as a director of the services required by this Agreement Company at each annual meeting of the Company’s principal offices located stockholders or other meeting of the Company’s stockholders at which directors are elected. Any failure by the Board to nominate the Executive for election as a director of the Company in San Diegoaccordance with clause (ii) above, California (failure to be elected to the “Principal Location”)Board, except failure to be elected Chairman of the Board or failure to be appointed to serve as Chairman of the Investment Committee of the Company shall constitute Good Reason for travel the Executive to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunderterminate his employment in accordance with Section 3(c) of this Agreement.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Executive Chairman Chief Financial Officer of the REIT and the Operating Partnership, Partnership and shall perform such employment duties as are assigned by the REIT’s Chief Executive Officer and usual and customary for such positions. The In such position, the Executive shall report directly to the REIT’s Board of Directors or, if the Board of Directors of the REIT (the “Board”). In additiondelegates such authority, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the ExecutiveREIT’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Chief Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the BoardOfficer. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnershipforegoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereofof this Agreement. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereofof this Agreement, shall not be diminished or reduced in any manner as a result of such termination provided that for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be is entitled, the Executive agrees to devote a significant majority of his such attention and time during normal business time and attention hours to the business and affairs of the CompanyCompany as are necessary for the performance of his duties hereunder. Notwithstanding the foregoing, during During the Employment Period, Period it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the Weston corporate, civic or charitable boards or committees, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and engagements or (DC) manage his personal investments, in each case, so long as such activities do not materially significantly interfere or conflict with the performance of the Executive’s duties responsibilities as an employee and responsibilities under officer of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, provided that (1) no such activity that violates any written non-competition agreement between the provisions of Section 7 parties shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunderpermitted. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Executive Chairman President of the REIT and the Operating Partnership, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly to the Board of Directors of the REIT (the “Board”). In addition, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman President of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his full business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (CB) fulfill limited teaching, speaking and writing engagements, and (DC) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San DiegoLos Angeles, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (i) During the Employment PeriodTerm, the Executive shall serve as the Chief Executive Chairman Officer and President of the REIT and the Operating PartnershipCompany and, and shall perform such employment duties as are usual and customary for such positions. The Executive in so doing, shall report directly to the Board of Directors or comparable managing body of the REIT Company (the “Board”). In addition, during the Employment Period, the Company Executive shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve appointed as a member of the Board. At Board and, if elected, serve as the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT Board. Executive shall have supervision and control over, and responsibility for, such management and operational functions of the Operating Partnership. In Company currently assigned to such positions, and he shall have such other powers and duties as may from time to time be prescribed by the event that Board, so long as such powers and duties are reasonable and customary for the Executive, during Chief Executive Officer of an enterprise or division comparable to the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this AgreementCompany. (ii) During the Employment PeriodTerm, Executive agrees to serve, if elected or appointed to any such positions, as a member of the board of directors of each subsidiary and affiliate of the Company, and as an officer of each subsidiary and affiliate of the Company; provided, however, that Executive is indemnified for serving in any and all such capacities in a manner acceptable to the Company and Executive. Executive agrees that he shall not be entitled to receive any compensation for serving as a member of the Board or as an officer or director of any other Person as provided in this Section 2(a)(ii) other than the compensation to be paid to Executive pursuant to this Agreement or any other written agreement between the Company and Executive. (iii) During the Term, and excluding any periods of vacation and sick leave to which the Executive may be entitledis entitled and periods of Disability (as defined in Section 3(a)), the Executive agrees to devote a significant majority substantially all of his business time and attention to the business and affairs of the CompanyCompany and perform his lawful duties and responsibilities in good faith. Notwithstanding During the foregoing, during the Employment PeriodTerm, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is Executive agrees that, without the written approval of the Board he shall not serve on the board or committee of any Person (other than charitable non-profit organizations) or engage in any other business activities without the prior consent of the Board, which consent shall not be unreasonably withheld. (iv) The parties expressly understood and agreed that to the extent acknowledge that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. and responsibilities hereunder shall necessitate, and the Company shall provide, access to and the disclosure of Confidential Information (iiias defined in Section 6(a) During the Employment Period, the below) to Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the and that Executive’s duties and responsibilities hereundershall include the development of the Company’s goodwill through Executive’s contacts with the Company’s customers and suppliers. Such access to and disclosure of Confidential Information by the Company to Executive, and such development of goodwill by Executive on behalf of the Company, shall commence immediately upon the Effective Date.

Position and Duties. (i) During the Employment Period, the Executive shall will continue to serve as the Company’s Chief Executive Chairman Officer and President. Executive will continue to render such business and professional services in the performance of Executive’s duties, consistent with Executive’s position within the REIT and Company, as will reasonably be assigned by the Operating Partnership, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly to the Company’s Board of Directors of the REIT (the “Board”). In addition, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election ) and to the Board at any meeting of stockholders extent consistent with Executive’s fiduciary duties. Executive shall be available to travel as the needs of the REIT during which any such election is held business require. Executive agrees to exclusively devote hisr full business time, energy and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected skill to the Board, the Executive hereby agrees duties assigned to serve as a member of him by the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During Anything herein to the contrary notwithstanding, Executive and Company agrees and acknowledges that the Board or the Executive, at any time during the Employment PeriodTerm, may modify Executive’s job title, duties and excluding any periods responsibilities, including but not limited to the appointment of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his business time and attention to the business and affairs an executive position with any of the Company. Notwithstanding ’s subsidiaries or to a non-executive position with the foregoingCompany, during as the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman Board deems necessary and appropriate in light of the Company’s needs and interests from time to time (collectively, a “Reassignment of Responsibilities”). The Board shall provide Executive with three (3) days prior notice of Insurance Company any such Reassignment of Responsibilities, which notice shall provide a general description of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s Executives new duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During A Reassignment of Responsibilities shall not result in a reduction or diminution of the Employment PeriodExecutive’s Salary (as defined below) or other Benefits (as defined below). (iv) subject to termination by the Executive this Agreement, and the parties obligations hereunder, will remain in full force and effect, regardless of a Reassignment of Responsibilities to a position with a subsidiary of the Company; (v) the new position must be one that utilizes Executive’s skills and experience; (vi) Executive shall have the option to perform the reassigned position from Executive’s home; (vii) In the event of a Reassignment of Responsibilities the Executive shall perform the services required by this Agreement at be deemed to have resigned as the Company’s principal offices located in San DiegoChief Executive Officer and President and, California (if requested will promptly provided a letter of resignation to the “Principal Location”), except for travel to other locations as may be necessary to fulfill Board confirming the Executive’s duties and responsibilities hereundersame.

Position and Duties. (i) During the Employment Period, there shall be no material reduction in the Executive’s position, authority, duties, responsibilities or salary grade as compared to those held, exercised and assigned to the Executive shall serve as at the Relevant Time. Notwithstanding the foregoing, during any Merger of Equals Period, the Executive’s position may be changed in a manner violating the requirements of this Section 4(a)(i), provided that the Executive Chairman continues to have responsibilities and authority that are, in the aggregate, comparable to those held by the Executive at the Relevant Time; and provided, further, that neither a reduced scope of the REIT Executive’s responsibilities resulting from the fact that the Change of Control has created a larger organization, nor a change in the Executive’s title and reporting responsibilities, shall be the Operating Partnership, and shall perform such employment duties as sole basis for determining whether the requirements of this sentence are usual and customary for such positions. The Executive shall report directly to the Board of Directors of the REIT met. (the “Board”). In addition, during ii) During the Employment Period, the Company Executive’s services shall cause be performed at the location where the Executive to be nominated to stand for election to was employed immediately preceding the Board Effective Date, or at any meeting of stockholders of the REIT during which any such election is held and other location that does not result in the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacitiescommuting distance from, the Executive’s compensation residence being increased by more than 40 miles; provided, that if the Executive voluntarily changes his residence after the Effective Date, then a new work location shall not be considered to have increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service commuting distance by more than 40 miles unless such an increase both (1) occurs in one or more of such additional capacities is terminated, relation to the Executive’s compensation, as specified in Section 2(bnew residence and (2) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that would have occurred even if the Executive otherwise remains employed under the terms of this Agreementhad not changed his residence. (iiiii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be is entitled, the Executive agrees to devote a significant majority of his reasonable attention and time during normal business time and attention hours to the business and affairs of the CompanyCompany and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. Notwithstanding the foregoing, during During the Employment Period, Period it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the Weston corporate, civic or charitable boards or committees, (B) serve on boardsdeliver lectures, committees fulfill speaking engagements or similar bodies of charitable or nonprofit organizations, teach at educational institutions and (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially significantly interfere or conflict with the performance of the Executive’s duties and responsibilities under as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Executive Chairman Vice President, General Counsel and Secretary of the REIT and the Operating Partnership, Partnership and shall perform such employment duties as are assigned by the REIT's Chief Executive Officer and usual and customary for such positions. The In such position, the Executive shall report directly to the Board of Directors of the REIT (the “Board”)REIT's Chief Executive Officer. In addition, during the Employment Period, the Company shall use its best efforts to cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders and elected as a member of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelectedREIT's Board of Directors; provided, however, that the Company shall not be so obligated to if cause such nomination if any exists for the removal of the events constituting Cause (as defined below) have occurred and not been curedExecutive from the REIT's Board of Directors or for the failure to nominate or elect the Executive to the REIT's Board of Directors. Provided that the Executive is so nominated and is elected to the Boardelected, the Executive hereby agrees to serve as a member of the BoardREIT's Board of Directors. At the Company’s 's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnershipforegoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s 's compensation shall not be increased beyond that specified in Section 2(b) hereofof this Agreement. In addition, in the event the Executive’s 's service in one or more of such additional capacities is terminated, the Executive’s 's compensation, as specified in Section 2(b) hereofof this Agreement, shall not be diminished or reduced in any manner as a result of such termination provided that for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be is entitled, the Executive agrees to devote a significant majority of his such attention and time during normal business time and attention hours to the business and affairs of the CompanyCompany as are necessary for the performance of his duties hereunder. Notwithstanding the foregoing, during During the Employment Period, Period it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the Weston corporate, civic or charitable boards or committees, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and engagements or (DC) manage his personal investments, in each case, so long as such activities do not materially significantly interfere or conflict with the performance of the Executive’s duties 's responsibilities as an employee, director and responsibilities under officer of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s 's responsibilities to the Company; provided, provided that (1) no such activity that violates any written non-competition agreement between the provisions of Section 7 parties shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunderpermitted. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (i) During the Employment PeriodTerm, the Executive Employee shall serve as Executive Chairman of the REIT Board (Chairman) and Chief Executive Officer (CEO) of the Operating PartnershipCompany, and shall perform such employment duties as are usual and customary for such positionsconsistent with this position. The Executive Employee shall report directly to the Board of Directors of the REIT Company. During the Term, Employee shall also hold such additional positions and titles as the Board of Directors of the Company (the “"Board”)") may determine from time to time. In addition, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment PeriodTerm, and excluding any periods of vacation and sick leave Employee shall devote as much time as is necessary to which the Executive may be entitled, the Executive agrees to devote a significant majority of satisfactorily perform his business time and attention to the business and affairs duties as CEO of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking Employee may engage in any civic and writing engagements, and (D) manage his personal investments, in each case, not-for-profit activities so long as such activities do not materially interfere or conflict with the performance of his duties hereunder or present a conflict of interest with the Executive’s duties and responsibilities under Company During the Term of this Agreement. It is expressly understood and agreed that , Employee agrees not to the extent that acquire, assume or participate in, directly or indirectly, any such activities have been conducted position, investment or interest known by the Executive prior Employee to the Effective Date, the continued conduct of such activities (be adverse or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities antagonistic to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging its business or prospects, its financial position, or otherwise or in any new real estate related company, person or entity that is, directly or indirectly, in competition with the business activities after of the Effective Date that are unrelated Company or any of its affiliates. This provision shall encompass any advisory boards of which Employee is or becomes a member of during the term hereof. Employee shall provide written disclosure to the performance Compensation Committee of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal Board of Directors as to all advisory boards on which Employee sits, and will provide the Company with written notice within 10 business days of Employee agreeing to sit on any additional advisory boards. On termination of Employee’s employment, regardless of the reason for such termination, Employee shall immediately (and with contemporaneous effect) resign any directorships, offices located or other positions that Employee may hold in San Diegothe Company or any affiliate, California (unless otherwise agreed in writing by the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunderparties.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Executive Chairman Vice President, Acquisitions of the REIT and the Operating Partnership, Partnership and shall perform such employment duties as are assigned by the REIT's Chief Executive Officer and usual and customary for such positions. The In such position, the Executive shall report directly to the REIT's Board of Directors or, if the Board of Directors of the REIT (the “Board”). In additiondelegates such authority, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the REIT's Chief Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the BoardOfficer. At the Company’s 's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnershipforegoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s 's compensation shall not be increased beyond that specified in Section 2(b) hereofof this Agreement. In addition, in the event the Executive’s 's service in one or more of such additional capacities is terminated, the Executive’s 's compensation, as specified in Section 2(b) hereofof this Agreement, shall not be diminished or reduced in any manner as a result of such termination provided that for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be is entitled, the Executive agrees to devote a significant majority of his such attention and time during normal business time and attention hours to the business and affairs of the CompanyCompany as are necessary for the performance of his duties hereunder. Notwithstanding the foregoing, during During the Employment Period, Period it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the Weston corporate, civic or charitable boards or committees, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and engagements or (DC) manage his personal investments, in each case, so long as such activities do not materially significantly interfere or conflict with the performance of the Executive’s duties 's responsibilities as an employee and responsibilities under officer of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s 's responsibilities to the Company; provided, provided that (1) no such activity that violates any written non-competition agreement between the provisions of Section 7 parties shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunderpermitted. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (iA) During the Employment Period, the Executive shall initially serve as Executive the President of the Company and as Vice Chairman of the REIT and Board of Directors of the Operating PartnershipCompany (the "Board"), and it is the intention of the parties hereto and of Meritor to recommend to the Board that the Executive shall perform serve in the positions set forth in the following sentence commencing at the times set forth in the following sentence hereof, in each case, with such employment duties and responsibilities as may be assigned to the Executive by the Chief Executive Officer of Meritor as of the date hereof (the "Current CEO") (while the Executive is serving as President) and/or by the Board, and as are usual commensurate and customary for consistent with such positions, and with the authority as is commensurate and consistent with such positions, and (B) the Executive, who shall reside in the Detroit, Michigan area, shall be based at the Company's headquarters. The It is the intention of the parties hereto and of Meritor to recommend to the Board that, upon the earlier of (x) the retirement or cessation of service of the Current CEO from the position of Chief Executive Officer of the Company or (y) October 1, 2002, and subject to the approval of the Board, the Executive shall commence serving as the Chief Executive Officer of the Company, and, upon the earlier of (x) the retirement or cessation of service of the Current CEO from the position of Chairman of the Board or (y) October 1, 2003, and subject to the approval of the Board, the Executive shall commence serving as the Chairman of the Board. While the Executive is serving as President of the Company during the Employment Period, the Executive shall report directly to the Board of Directors of Current CEO. During the REIT (the “Board”). In addition, during the 2 Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election it is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided intended that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to shall serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition subject to the foregoing consistent with Executive's earlier resignation from the Executive’s position as Executive Chairman of Board or removal from the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under Board pursuant to the terms of this Agreementthe Company's By-laws. (iii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be is entitled, the Executive agrees to devote a significant majority of his business full time and attention to the business and affairs of the CompanyCompany and to use his reasonable best efforts to perform faithfully and efficiently the responsibilities assigned to the Executive hereunder. Notwithstanding the foregoing, during During the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to will not serve as Chairman on corporate boards without the prior approval of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) Board. The Executive may also manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and 's responsibilities under to the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective DateDate and disclosed in Arvin's Definitive Proxy Statement, dated March 13, 2000, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s 's responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (ia) During Executive shall be employed as acting Chief Executive Officer and President during the Employment Periodsearch period noted above. On the election of a successor Chief Executive Officer and President as a result of such search, the title and position of Executive shall serve revert to Executive Vice President, Corporate Development. While serving as acting Chief Executive Chairman Officer and President, Executive shall have all the powers attendant to such positions as set forth in the Employer’s Bylaws and by law. Upon reversion of Executive’s position to Executive Vice President, Corporate Development, Executive, subject to the ultimate control and direction of the REIT and the Operating Partnershipsuccessor Chief Executive Officer of Employer, shall have such duties, functions, responsibilities, and shall perform such employment duties authority as are usual and customary for such positions. The from time to time delegated to Executive shall report directly to by the Board Chief Executive Officer of Directors of the REIT (the “Board”). In addition, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelectedEmployer; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred duties, functions, responsibilities, and not been cured. Provided that the Executive is so nominated authority are reasonable and is elected to the Board, the Executive hereby agrees to serve as customary for a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, person serving in the event the Executive’s service in one same or more similar capacity of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreementan enterprise comparable to Employer. (iib) During the Employment PeriodTerm, Executive shall devote his full time, skill, and excluding any periods of vacation attention and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his business time and attention best efforts to the business and affairs of Employer to the Company. Notwithstanding extent necessary to discharge fully, faithfully, and efficiently the foregoingduties and responsibilities delegated and assigned to Executive in or pursuant to this Agreement, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. (c) In connection with Executive’s employment under this Agreement, Executive shall be based in Houston, Texas, or at any other place where the principal executive offices of Employer may be located during the Employment Period, it shall not be a violation of this Agreement for the Term. Executive to (A) continue to serve also will engage in such travel as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunderin the business of Employer may require. (iiid) During All services that Executive may render to Employer or any of its Affiliates in any capacity during the Employment Period, the Executive Term shall perform the be deemed to be services required by this Agreement at and the Companyconsideration for such services is that provided for in this Agreement. (e) Executive hereby acknowledges that he has read and is familiar with Employer’s principal offices located in San Diegopolicies, California (including but not limited to those regarding business ethics and conduct and securities trading, and will comply with all such policies, and any amendments thereto, during the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunderEmployment Term.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Executive Chairman Vice President, Women’s Design, of the REIT and the Operating Partnership, TRA and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly to positions and such other duties as the Board of Directors of the REIT TRA (the “Board”)) shall from time to time reasonably assign to Executive. In addition, during the Employment Period, the Company Executive shall cause the Executive to be nominated to stand for election report to the Board at any meeting Chief Executive Officer of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the BoardTRA. At the CompanyTRA’s request, the Executive shall serve the Company TRA and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnershipforegoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereofof this Agreement. In addition, in the event the Executive’s service in one or more of such additional capacities is subsequently terminated, the Executive’s compensation, as specified in Section 2(b) hereofof this Agreement, shall not be diminished or reduced in any manner as a result of such termination provided that the for so long as Executive otherwise remains employed under the terms of this Agreement. During the Employment Period, Executive shall perform his duties at the Company’s offices in the Los Angeles metropolitan area. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be is entitled, the Executive agrees to devote a significant majority substantially all of his business time time, energy, skill and attention best efforts to the performance of his duties hereunder in a manner that will faithfully and diligently further the business and affairs interests of the CompanyTRA. Notwithstanding the foregoing, during the Employment Period, Period it shall not be a violation of this Agreement for the Executive to (A) continue serve on corporate, civic or charitable boards or committees consistent with TRA’s conflicts of interests policies and corporate governance guidelines in effect from time to serve as Chairman of the Board of Insurance Company of the Westtime, (B) serve on boards, committees deliver lectures or similar bodies of charitable fulfill speaking engagements or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreementas an executive officer of TRA. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective DateDate and fully disclosed in writing and agreed to by TRA in writing, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the CompanyTRA; provided, however, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) that violates any written non-competition agreement between the parties or prevents Executive shall notify the Board prior to engaging in any new real estate related from devoting substantially all of his business activities after the Effective Date that are unrelated time to the performance fulfillment of Executive’s his duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required agrees that he will not take personal advantage of any business opportunity that arises during his employment by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as TRA which may be necessary of benefit to fulfill TRA unless all material facts regarding such opportunity are promptly reported by Executive to the Board for consideration by TRA and the disinterested members of the Board determine to reject the opportunity and to approve Executive’s duties and responsibilities hereunderparticipation therein.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Executive Chairman President of the REIT and the Operating Partnership, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly to the Board of Directors of the REIT (the “Board”). In addition, during the Employment Period, the Company shall cause the Chief Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the BoardOfficer. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman President of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his full business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (CB) fulfill limited teaching, speaking and writing engagements, and (DC) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San DiegoLos Angeles, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. a. As of the Effective Date, Employee will serve as a Vice President of the Company. As of the Effective Date, Employee shall also serve as General Manager of the Scitegic business division. Employee will render such business and professional services in the performance of his duties, consistent with Employee's position within the Company, as shall reasonably be assigned to him by Employee's then current direct manager or the Company's Chief Executive Officer (ias of the date hereof, Xxxx Xxxxxx). Employee acknowledges that Employee's duties and responsibilities may be changed by the Company to other duties and responsibilities typically reserved for executives of the Company, which change(s) shall not give rise to any rights to Employee in connection with any Employee resignation for Good Reason (as defined below). The period of Employee's employment under this Agreement is referred to herein as the "Employment Term." b. During the Employment PeriodTerm, Employee will devote Employee's full business time and best efforts to the Executive shall serve as Executive Chairman performance of Employee's duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the REIT and the Operating Partnership, and shall perform such employment duties Company's Chief Executive Officer (as are usual and customary for such positions. The Executive shall report directly to the Board of Directors of the REIT (the “Board”date hereof, Xxxx Xxxxxx). In addition, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that nothing herein shall preclude Employee from (i) performing his responsibilities as the Company shall not be obligated Shareholder Representative as contemplated under the Merger Agreement, or (ii) subject to cause such nomination if any the prior approval of the events constituting Cause Company's Chief Executive Officer (as of the date hereof, Xxxx Xxxxxx), accepting appointment to any board of directors or trustees of any business corporation; provided further, in each case, and in the aggregate, that such activities do not conflict or interfere in any material respect with the performance of Employee's duties hereunder or under the Confidential Information Agreement (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve or Protective Covenant Agreement (as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreementdefined below). (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (i) During the Employment Period, the Executive shall serve as President and Chief Executive Chairman Officer of the REIT and the Operating Partnership, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly and solely to the Board of Directors of the REIT (the “Board”). In addition, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position positions as President and Chief Executive Chairman Officer of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be is entitled, the Executive agrees to devote a significant majority of his full business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during During the Employment Period, Period it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the Weston corporate, civic or charitable boards or committees, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (C) engage in political activities or (D) manage other businesses or properties and his personal investments, in each case, so long as such activities do not materially significantly interfere or conflict with the performance of the Executive’s duties and responsibilities under as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San DiegoWoodland Hills, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (i) During Subject to the Employment Periodterms and conditions of this Agreement, the Executive shall serve as the Company’s Chief Executive Chairman of the REIT and the Operating PartnershipOfficer, and shall perform have the duties, responsibilities and authority of an executive serving in such employment position, and such other duties as are usual and customary for such positions. The Executive shall report directly may be assigned and/or prescribed from time to time by the Company’s Board of Directors of the REIT (the “Board”). In addition, during the Employment Period, the Company Executive shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected report directly to the Board, the . Executive hereby agrees promptly and faithfully to serve as a member comply with (i) all reasonable and lawful directions and requests of the BoardBoard or a designated committee thereof and (ii) all present and future policies of the Company in connection with the Company’s business. While serving as Chief Executive Officer of the Company, Executive shall serve on the Board of the Company. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in such other capacities in addition to the foregoing as the Company shall designate, provided that such additional capacities are consistent with the Executive’s position as the Company’s Chief Executive Chairman of the REIT and the Operating PartnershipOfficer. In the event that the Executive, during the Employment Period, Executive serves in any one or more of such additional capacities, the Executive’s compensation shall not automatically be increased on account of such additional service beyond that specified in Section 2(b) hereofthis Agreement. In additionExcept with the prior written approval of the Board (which may grant or withhold in its sole and absolute discretion), in the event the Executive shall devote substantially all of Executive’s service working time, attention, and energies to the business of the Company, except during any paid vacation or other excused absence periods. Nothing in one or more of such this section prevents Executive from (i) engaging in additional capacities is terminatedactivities in connection with personal investments and community affairs, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. and (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote serving as a significant majority of his business time and attention to the business and affairs member of the Company. Notwithstanding the foregoing, during the Employment Period, it shall board of directors of no more than one (1) organization that is not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman competitor of the Company and is approved by the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such approval not to be unreasonably withheld); provided such activities do not materially interfere individually or conflict with in the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to aggregate interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Periodunder this Agreement, the Executive shall perform the services required by this Agreement at do not violate the Company’s principal offices located standards of conduct then in San Diegoeffect, California (comply with the “Principal Location”)Company’s xxxxxxx xxxxxxx policies, except for travel to other locations as may be necessary to fulfill or raise a conflict under the ExecutiveCompany’s duties and responsibilities hereunderconflict of interest policies.

Position and Duties. (ia) During the Employment Period, the Executive shall serve as Executive Chairman Senior Vice President, Chief Human Resources Officer of the REIT and the Operating Partnership, Company and shall perform such employment have the duties, responsibilities, functions and authority that are normally associated with the position of Senior Vice President. Executive’s duties as are usual shall be subject to the power and customary for such positions. The Executive shall report directly to authority of the Company’s Board of Directors (the “Company Board”) and the Board of Directors of the REIT (the “Board”) of Sensata Technologies Holding plc, a public limited company formed under the laws of England and Wales (“Parent”). In addition, during the Employment Periodto expand or limit such duties, the Company shall cause the Executive responsibilities, functions and authority and to be nominated to stand for election to the Board at any meeting overrule actions of stockholders officers of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been curedCompany. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, Executive shall render to Parent and excluding any periods of vacation its Subsidiaries (as defined herein) administrative, financial and sick leave other executive and managerial services that are consistent with Executive’s position as the Board may from time to which time direct. (b) Executive shall report to the Chief Executive officer & President, or to such other person or persons as may be entitled, designated from time to time by the Chief Executive agrees to Officer or the Board. Executive shall devote a significant majority of his her full business time and attention (except for vacation periods consistent with past practice and reasonable periods of illness or other incapacity) to the business and affairs of the CompanyParent and its Subsidiaries. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s In performing her duties and responsibilities exercising her authority under this Agreement. It is expressly understood , Executive shall support and agreed that implement the business and strategic plans approved from time to the extent that any such activities have been conducted time by the Board. As long as Executive is employed by the Company, Executive shall not, without the prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance written consent of the Board, perform other services for compensation. Unless otherwise agreed by Executive, Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions place of Section 7 work shall be permitted and (2) Executive shall notify in the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Periodgreater Attleboro, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”)Massachusetts metropolitan area, except for travel reasonably required for Company business. (c) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other locations as may be necessary to fulfill governing body are, at the Executive’s duties and responsibilities hereundertime of determination, owned by Parent, directly or through one or more Subsidiaries.

Position and Duties. (i) During the Employment PeriodTerm, the Executive shall serve as the Chief Executive Chairman Officer of the REIT Company, with such duties and the Operating Partnershipresponsibilities as are commensurate with such position, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly to the Board of Directors of the REIT (the “Board”). In addition, during the Employment PeriodTerm, the Company Executive shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders serve as Chairman of the REIT during which any such election is held and the Board. The Executive’s term as director will expire if he is not reelectedprincipal location of employment shall be at the Company’s offices in New York, New York; provided, however, that the Company shall not Executive may be obligated required under reasonable business circumstances to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates engage in other capacities business travel in addition to the foregoing consistent connection with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed performing his duties under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitledTerm, the Executive agrees to shall devote a significant majority substantially all of his business time and attention to the business and affairs of the Company. Notwithstanding Company and the Parent and use his reasonable best efforts to faithfully perform his duties and responsibilities; but notwithstanding the foregoing, during the Employment Period, it shall not be a violation of nothing in this Agreement for shall preclude the Executive to (Ai) continue to serve as Chairman of the Board of Insurance Company of the Westfrom engaging, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage consistent with his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder, in charitable, educational and community affairs, including serving on the board of directors of any charitable, educational or community organization, (ii) from managing his personal passive investments, (iii) upon approval of the Board, which approval shall not be unreasonably withheld, from serving as a director of another company and (iv) from engaging in activities approved by the Board. The Executive agrees not to take personal advantage of any business opportunities relating to general shipping which may arise during the Executive’s employment hereunder which could reasonably be expected to be business opportunities that the Company or the Parent might pursue. The Executive further agrees to disclose all such opportunities, and the material facts attendant thereto, to the Board for consideration by the Company and the Parent. If within 15 business days of the Executive disclosing such business opportunities to the Board, the Board fails to adopt a resolution (and to provide a copy of same to the Executive) that it may pursue such business opportunity, the Company and the Parent will be deemed to have declined to pursue such opportunity, in which event the Executive shall be free to pursue it.

Position and Duties. (i) During the Employment Period, the Executive shall serve as President and Chief Executive Chairman Officer of the REIT and the Operating Partnership, and shall perform such employment duties as are usual and customary for such positions, and shall be the highest executive officer of each of the REIT and the Operating Partnership. The Chief Executive shall Officer will report directly and solely to the Board of Directors of the REIT (the “Board”). All officers and employees of the REIT will report, directly or indirectly, to the Chief Executive Officer and not the Chairman of the Board. There will be no officer equal to or above the rank of the Executive. During the Employment Period, the Executive shall be the principal spokesperson for the Company. In addition, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing consistent with the Executive’s position positions as President and Chief Executive Chairman Officer of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be is entitled, the Executive agrees to devote a significant majority of his substantially full-time attention and time during normal business time and attention hours to the business and affairs of the Company. Notwithstanding the foregoing, during During the Employment Period, Period it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the Weston corporate, civic or charitable boards or committees, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (C) engage in political activities or (D) manage his personal investments, in each case, so long as such activities do not materially significantly interfere or conflict with the performance of the Executive’s duties and responsibilities under as an employee of the Company in accordance with this AgreementAgreement or (E) retain his ownership interest in Xxxxxxx Partners—Master Investments, LLC, a California limited liability company. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided. Further, that (1it shall not be a violation of this Section 2(a)(ii) no such activity that violates for the provisions of Section 7 shall be permitted Executive to fulfill and (2) Executive shall notify wind down his obligations to Rising Realty Partners, LLC during the Board prior to engaging in any new real estate related business activities after 90 day period following the Effective Date that are unrelated or to consummate any transactions negotiated during such 90-day period, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties hereunderor responsibilities under this Agreement. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California downtown Los Angeles (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder. The Company shall reasonably expeditiously relocate its executive offices to the Principal Location following the Effective Date.

Position and Duties. (ia) The Company agrees to continue to employ the Executive, and the Executive agrees to be employed, as Co-Chairman of the Company reporting only to the Board. The Executive shall have such powers, duties, authorities and responsibilities as are consistent with Executive’s position and title, including acting as co-chairman of any meeting of the Board and, as requested by the Chairman, coordinating and supervising Board meetings. The Executive shall assist and advise the Company’s Chief Executive Officer in connection with strategic initiatives (including acquisitions), corporate governance, organizational structure, compensation policies, succession planning, financing and other matters mutually agreed upon by the Executive and the Board. At all times during the Employment Period (as defined in Section 2 below), the Executive shall, unless he otherwise elects, be nominated for election by the shareholders of the Company to the Board. (b) During the Employment Period, the Executive shall serve as Executive Chairman of the REIT and the Operating Partnership, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly to the Board of Directors of the REIT (the “Board”). In addition, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, Period the Executive agrees to devote a significant majority of his business time such time, attention and attention efforts to the business and affairs of the CompanyCompany as may be necessary to discharge the duties and responsibilities reasonably assigned to the Executive hereunder and to use the Executive’s reasonable best efforts to perform faithfully and efficiently such duties and responsibilities. Notwithstanding the foregoingforgoing, during the Employment Period, it Period the Executive shall be permitted to work on family and investment businesses and other business activities that are not Competitive Businesses (as defined in Section 11(b) below) and do not conflict with the Executive’s obligations to the Company. (c) It shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman engage in any activity which is, in the good faith opinion of the Board of Insurance Company of Executive, not inconsistent with the WestCompany’s interests and prospects, including, without limitation, (Ba) serve serving on boardscivic or charitable boards or committees; (b) serving as a director of any company that is not in a Competitive Business; (c) delivering lectures, committees fulfilling speaking engagements or similar bodies teaching at educational institutions; (d) managing personal investments; (e) serving as an officer or director of charitable (i) entities formed to manage family or nonprofit organizations, personal investments that are not in a Competitive Business or (Cii) fulfill limited teaching, speaking and writing engagements, closely-held private companies that are not in a Competitive Business; and (Df) manage his personal investmentsattending conferences conducted by business organizations; provided, in each casehowever, so long as that such activities do activity does not materially significantly interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreementhereunder. It is expressly understood and agreed that to the extent that any such activities have activity has been conducted by the Executive prior to the Effective Date, the continued conduct of such activities activity (or the conduct of activities an activity similar in nature and scope thereto) subsequent to during the Effective Date Employment Period shall not thereafter be deemed not to interfere with the performance of the Executive’s duties and responsibilities to the Company; provided, that (1) no such activity that violates the provisions Company and shall not constitute a violation of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunderthis Agreement. (iiid) During the Employment Period, the Executive shall perform the services required by this Agreement be based at the Company’s principal offices located in San DiegoNew York, California New York. Except for periodic travel assignments, the Executive shall not, without his consent, be required to perform services for the Company at any place other than the Company’s New York offices which shall at all times, unless the Executive otherwise consents, be within a 20 mile radius of the Company’s current New York offices. Notwithstanding the forgoing, (i) the “Principal Location”), except for Executive acknowledges that he shall be required to travel to other locations the Company’s principal place of business in California from time to time, although not more often than as may was generally the case prior to the Effective Date and (ii) the Executive shall be necessary entitled to fulfill the Executive’s duties and responsibilities hereunderperform his services at any location he chooses.

Position and Duties. Prior to the Transition Date (as defined below), Employee shall serve as a Chief Executive Officer and perform all duties and execute all responsibilities as are normally provided by a Chief Executive Officer of a company in a business similar to the Company’s and such other services as may reasonably be assigned from time-to-time by the Board of Managers or its designee. On the Transition Date, Employee’s title and role shall automatically transition, without any further action of the parties hereto, to Chief Operating Officer, reporting directly to the Chief Executive Officer. Prior to the Transition Date, the Board of Managers shall work together in good faith with Employee to develop the job description for the Chief Operating Officer position with clear delineation in roles and responsibilities, with the Chief Operating Officer at a minimum being responsible for oversight of the day-to-day operations of the Mt. Pass Mine and the plant and future expansion plans, including, without limitation, engineering processes, implementation and commissioning related to Phase 2. For purposes hereof, the “Transition Date” shall occur upon the earliest of (i) During the Employment Perioddate of an initial public offering of the Company (or such other entity created to effectuate such offering), or (ii) the consummation of a transaction with a SPAC, following which, the Executive shall serve as Executive Chairman equity of the REIT Company is sold, exchanged, or converted into publicly traded securities (as applicable, the “Going Public Transaction”, and the Operating Partnershippublicly traded entity resulting from (i) or (ii), as applicable, “PubCo”), in which case PubCo shall be assigned this Agreement and bound by the terms of this Agreement and shall perform such employment duties as are usual execute a assignment of this Agreement acknowledging the assumption of all of the obligations hereunder and customary for such positions. The Executive thereafter “Company” shall report directly be deemed to be PubCo and “Board of Managers” shall be deemed to mean the Board of Directors of the REIT (the “Board”)PubCo. In addition, during the Employment PeriodEmployee’s employment hereunder, the Company Employee shall cause the Executive have observer rights to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member sit in on all meetings of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (i) During the Employment Period, there shall be no material reduction in the Executive's position, authority, duties, responsibilities or salary grade as compared to those held, exercised and assigned to the Executive shall serve as at the Relevant Time. Notwithstanding the foregoing, during any Merger of Equals Period, the Executive's position may be changed in a manner violating the requirements of this Section 4(a)(i), provided that the Executive Chairman continues to have responsibilities and authority that are, in the aggregate, comparable to those held by the Executive at the Relevant Time; and provided, further, that neither a reduced scope of the REIT Executive's responsibilities resulting from the fact that the Change of Control has created a larger organization, nor a change in the Executive's title and reporting responsibilities, shall be the Operating Partnership, and shall perform such employment duties as sole basis for determining whether the requirements of this sentence are usual and customary for such positions. The Executive shall report directly to the Board of Directors of the REIT met. (the “Board”). In addition, during ii) During the Employment Period, the Company Executive's services shall cause be performed at the location where the Executive to be nominated to stand for election to was employed immediately preceding the Board Effective Date, or at any meeting of stockholders of the REIT during which any such election is held and other location that does not result in the Executive’s term as director will expire if he is not reelected's commuting distance from, the Executive's residence being increased by more than 40 miles; provided, howeverthat if the Executive voluntarily changes his residence after the Effective Date, that the Company then a new work location shall not be obligated considered to cause have increased the Executive's commuting distance by more than 40 miles unless such nomination if any of an increase both (1) occurs in relation to the events constituting Cause Executive's new residence and (as defined below2) would have occurred and not been cured. Provided that even if the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall had not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreementchanged his residence. (iiiii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be is entitled, the Executive agrees to devote a significant majority of his reasonable attention and time during normal business time and attention hours to the business and affairs of the CompanyCompany and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. Notwithstanding the foregoing, during During the Employment Period, Period it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the Weston corporate, civic or charitable boards or committees, (B) serve on boardsdeliver lectures, committees fulfill speaking engagements or similar bodies of charitable or nonprofit organizations, teach at educational institutions and (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially significantly interfere or conflict with the performance of the Executive’s duties and 's responsibilities under as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s 's responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (i) During the Employment Period, (1) the Executive shall serve as Executive Chairman the Senior Vice President - Chief Accounting Officer of the REIT Company and President of Preferred Home Mortgage Company, (2) the Operating PartnershipExecutive's status, and reporting requirements, authority, duties and responsibilities shall perform such employment duties as are usual be at least commensurate in all material respects with the most significant of those held, exercised and customary for such positions. The Executive shall report directly to the Board of Directors of the REIT (the “Board”). In addition, assigned at any time during the Employment Period180-day period immediately preceding the Effective Time, and (3) the Company Executive's services shall cause be performed at the location where the Executive to be nominated to stand for election to was employed immediately preceding the Board at Effective Time or any meeting of stockholders of the REIT during which any office or location less than sixty (60) miles from such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreementlocation. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be is entitled, the Executive agrees to devote a significant majority of his full attention and time during normal business time and attention hours to the business and affairs of the CompanyCompany and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to perform faithfully such responsibilities in a manner consistent with prior performance. Notwithstanding the foregoing, during During the Employment Period, Period it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B1) serve on boardscorporate, committees civic or similar bodies of charitable boards or nonprofit organizationscommittees, (C2) deliver lectures, fulfill limited teaching, speaking and writing engagementsengagements or teach at educational institutions, and (D3) manage his personal investments, in each caseinvestments (including without limitation land banking for the Company and others), so long as such activities do not materially significantly interfere or conflict with the performance of the Executive’s duties and 's responsibilities under as an Executive of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective DateTime, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date Time shall not thereafter be deemed to interfere with the performance of the Executive’s 's responsibilities to the Company. The Company also may from time to time assign additional or other duties to the Executive in conjunction with the restructuring of the Parent and its subsidiaries, which additional or other duties shall be reasonably consistent with the Executive's experience and position with the Company; provided, however, that (1) no such activity that violates the provisions of Section 7 assignment shall be permitted made without the Executive's prior written consent. If the Executive is appointed or elected an officer or director of any of the Company's affiliates, and (2) the Executive shall notify the Board prior consents in writing to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Periodsuch appointment, the Executive shall perform the services required by this Agreement at will fulfill his duties as such officer or director without additional compensation. Upon his termination of employment with the Company’s principal offices located in San Diego, California (the “Principal Location”)Executive automatically shall cease to be an employee, except for travel to other locations as may be necessary to fulfill officer or director of any affiliate of the Executive’s duties and responsibilities hereunderCompany, unless the board of directors of the Company provides otherwise.

Position and Duties. (i) During the Employment PeriodTerm, the Executive shall serve as Executive Chairman the Chief Operating Officer, Chief Financial Officer and Treasurer of the REIT and the Operating PartnershipCompany, and shall perform have responsibilities and duties consistent with such employment positions and such additional duties as are usual and customary for such positions. The Executive shall report directly may from time to time be prescribed by the Chairman of the Board of Directors of the REIT Company (the “Board”). In addition, during the Employment Period, the Company shall cause the Chief Executive to be nominated to stand for election to the Board at any meeting of stockholders Officer of the REIT during which any Company (the “CEO”) or other authorized executive, provided that such election is held and duties are consistent with the level of the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided position or other positions that the Executive is so nominated may hold from time to time. Executive understands and is elected agrees that the Board may relieve Executive from the position of Chief Financial Officer at any time and under no circumstances shall relieving the Executive of the title, powers, duties and/or responsibilities of Chief Financial Officer be deemed to give rise to a “Good Reason Condition” as defined in Section 3, below. In addition to the foregoing, Executive agrees that, at the discretion of the Board, the Board may appoint him to the position of Interim Chief Executive hereby agrees to serve as a member Officer of the BoardCompany without further compensation. At Executive understands and agrees that, in the Company’s requestevent that the Board appoints him to the position of Interim Chief Executive Officer, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities then: (x) in addition to the foregoing consistent foregoing, Executive shall have such additional powers, duties and responsibilities commensurate with such position; (y) the Board may relieve Executive from the position of Interim Chief Executive Officer at any time; and (z) under no circumstances shall relieving the Executive of the title, powers, duties and/or responsibilities of Interim Chief Executive Officer be deemed to give rise to a “Good Reason Condition” as defined in Section 3, below. The Executive shall devote the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his business full working time and attention efforts to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to may serve as Chairman on other boards of directors, with the written approval of the Board of Insurance Company of the WestBoard, (B) serve on boardsor engage in religious, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so other community activities as long as such services and activities are disclosed to the Board and do not materially interfere or conflict with the Executive’s performance of the Executive’s duties duties, responsibilities and responsibilities obligations to the Company under this AgreementAgreement or otherwise. 2. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance as of the Executive’s responsibilities to date of this Amendment, Section 2 of the Company; provided, that Agreement is hereby amended by deleting subsection (1a) no such activity that violates in its entirety and inserting in lieu thereof the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.following:

Position and Duties. (i) During the Employment Period, the Executive shall serve as Executive Chairman Vice President, Investor and Public Relations, and Chief Administrative Officer of the REIT and the Operating Partnership, Partnership and shall perform such employment duties as are usual and customary for such positionsposition. During the Employment Period, the Executive shall be a member of the Executive Committee of the Company (if such a committee exists), and the Executive shall report directly at all times to the Chief Executive Officer of the Company. The Executive shall report directly to have significant interface with the Board of Directors of the REIT (the “Board”). In addition, during analysts and major stakeholders in the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the BoardCompany. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman Vice President, Investor and Public Relations, and Chief Administrative Officer of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereofof this Agreement. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereofof this Agreement, shall not be diminished or reduced in any manner as a result of such termination provided that for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be is entitled, the Executive agrees to devote a significant majority of his substantially full-time attention and time during normal business time and attention hours to the business and affairs of the Company. Notwithstanding the foregoing, during During the Employment Period, Period it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the Weston corporate, civic or charitable boards or committees, (B) serve on boardsdeliver lectures, committees fulfill speaking engagements or similar bodies of charitable teach at educational institutions or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his her personal investments, in each case, so long as such activities do not materially significantly interfere or conflict with the performance of the Executive’s duties and responsibilities under as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, provided that (1) no such activity that violates any written non-competition agreement between the provisions of Section 7 parties shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunderpermitted. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California downtown Los Angeles (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (ia) During the Employment Period, the Executive shall serve as the Executive Chairman Vice President, General Counsel and Secretary of the REIT and the Operating Partnership, Publishing and shall perform such employment duties as are usual have the normal duties, responsibilities and customary for authority implied by such positions. The Executive shall hold similar positions with the Company and Ziff Xxxxx Media Inc. (“Media”) as well as any entity controlled by the Company which the Board determines to be a key affiliate, and Executive shall have the right to serve in the same positions with respect to all other Affiliates controlled by the Company except to the extent (i) the Company’s Chief Executive Officer (“CEO”) approves the election of another person to any such position, or (ii) applicable law precludes Executive from holding such positions in a foreign entity, provided that Executive shall not be entitled to any additional compensation for serving in such positions. So long as Executive remains employed in each of such positions with Publishing, the Company, Media and each of such key Affiliates, Executive shall be deemed to be “Employed by the Company” for purposes hereof, and if Executive ceases for any reason to be employed in any of such positions with any of such entities, Executive will be deemed to be no longer “Employed by the Company”, and his “Company Employment” shall be deemed to have ceased or terminated. For the avoidance of doubt, Executive will be deemed to have resigned from “Company Employment” if Executive resigns from any of such positions with Publishing, the Company, Media or any of such key Affiliates. (b) Executive shall report directly to the Board of Directors CEO and the Chief Operating Officer (“COO”) of the REIT (the “Board”). In addition, during the Employment Period, the Company and shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held devote his best efforts and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority substantially all of his business time and attention (except for vacation periods contemplated hereby, periods of illness or other incapacity, reasonable time spent with respect to civic and charitable activities, service on the boards of directors of other companies as approved by the Board of the Company, provided that none of such activities shall interfere with Executive’s duties to Publishing, and other permitted absences, if any, for which senior executive employees of Publishing are generally eligible from time to time under Publishing’s policies) to the business and affairs of the CompanyPublishing and its Affiliates. Notwithstanding the foregoing, during the Employment Period, it Executive shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the perform Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance best of Executive’s duties hereunderabilities in a diligent, trustworthy, businesslike and efficient manner. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (ia) During the Employment Period, the Executive Employee shall serve as the President and Chief Executive Chairman Officer of the REIT and Company. In such capacity, the Operating PartnershipEmployee shall have the powers, duties, responsibilities, and shall perform authority customarily held by a person holding the position of chief executive officer or its equivalent of an organization of a similar size and nature as the Company, as well as such employment duties other powers, duties, responsibilities, and authority as are usual and customary for such positions. The Executive shall report directly may be determined from time to time by the Board of Directors of the REIT Company (the “"Board”"). In additionThe Employee shall also perform such other duties and hold such other positions related to the business of the Company and its Affiliates (as defined below) as may from time to time be reasonably requested by the Board. The Employee shall report directly to the Board. For purposes of this Agreement, an "Affiliate" means any corporation, general or limited partnership, limited liability company, joint venture, trust, association or organization which is, directly or indirectly, controlled by, or under common control with, the Company. (b) The Board shall take such action as may be necessary to appoint or elect the Employee as a member of the Board as of the Effective Date. Thereafter, during the Employment Period, the Company Board shall cause nominate the Executive to be nominated to stand Employee for re-election to as a member of the Board at any meeting of stockholders the expiration of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelectedthen-current term, subject to shareholder approval; provided, however, that the Company foregoing shall not be obligated to cause such nomination required if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected or to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one extent prohibited by legal or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreementregulatory requirements. (iic) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive The Employee agrees to devote a significant majority of his the Employee's entire business time time, effort, skill and attention to the proper discharge of the Employee's duties hereunder and in furtherance of the business and affairs interests of the CompanyCompany and its Affiliates. Notwithstanding However, the foregoing, during the Employment Period, it shall Employee will not be precluded from (i) her continued participation as a violation of this Agreement for the Executive to (A) continue to serve as Chairman of director on the Board of Insurance Company Directors of Valvoline, Inc., as the WestEmployee’s sole other public company directorship, (Bii) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his managing the Employee’s passive personal investments, or (iii) subject to the prior written consent of the Board, participation in each casecommunity, so long as such civic, charitable or other similar activities which do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to unreasonably interfere with the performance of the Executive’s Employee's responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related hereunder or create a business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunderor fiduciary conflict. (iiid) During The Employee understands and agrees that the Employment PeriodEmployee's principal place of employment will be in the Milwaukee, Wisconsin area. The Employee will ensure an effective amount of physical presence in Company offices, and the Employee acknowledges and agrees that the Employee will be required to travel for business in the course of performing the Employee's duties for the Company and its Affiliates. (e) Upon termination of the Employee's employment hereunder for any reason, the Executive Employee shall perform cease to hold any position as an officer or director (or any other similar position) of the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunderCompany or any Affiliate.

Position and Duties. (ia) During Effective as of December 2, 2019 (the Employment Period"Effective Date"), the Executive shall serve will be employed by the Company, on a full-time basis, as its Chief Legal Officer, reporting to the Company's Chief Executive Chairman Officer. The Executive will be a member of the REIT and the Operating Partnership, and shall perform such employment duties as are usual and customary for such positionsCompany's Executive Committee. The Executive shall report directly be based at the Company's offices in the greater Boston area. In addition, the Executive may be asked from time to time to serve as a director or officer of one or more of the Company's Affiliates, without further compensation. (b) The Executive agrees to perform the duties of the Executive's position and such other duties as may reasonably be assigned to the Executive from time to time. The Executive also agrees that, while employed by the Company, the Executive will devote the Executive's full business time and the Executive's best efforts, business judgment, skill and knowledge exclusively to the advancement of the business interests of the Company and its Affiliates and to the discharge of the Executive's duties and responsibilities for them. The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the Executive's employment, except as may be expressly approved in advance by the Board of Directors of Cerevel Therapeutics, Inc. ("Parent") (or such other board of directors or managers as may be designated as the REIT (operative governing entity of the “Board”). In addition, during the Employment PeriodCompany, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected" Board") in writing; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, may participate in the event the Executive’s activities set forth on Exhibit A hereto and may without advance consent participate in charitable activities (including, but not limited to, continued service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of on the Board of Insurance Company Trustees of the West, (BScience Museum of Minnesota through Executive's present term) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his engage in personal investmentsinvestment activities, in each casecase to the extent such activities, so long as such activities individually or in the aggregate, do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided's duties under this Agreement, that (1) no such activity that violates the provisions create a conflict of interest or violate any provision of Section 7 shall be permitted and 3 of this Agreement or the Restrictive Covenant Agreement (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunderas defined below). (iiic) During The Executive agrees that, while employed by the Employment PeriodCompany, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diegowill comply with all written Company policies, California (the “Principal Location”), except for travel practices and procedures and all written codes of ethics or business conduct applicable to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder's position, as in effect from time to time.

Position and Duties. (i) 1.1 During the Initial Employment PeriodTerm (as defined below), the Executive Employee shall serve as Executive Chairman the Chief Culture Officer of the REIT and the Operating Partnership, Subsidiaries and shall report solely and directly to the Chief Executive Officer of the Subsidiaries. The Employee shall have such duties and responsibilities as are consistent with her position as Chief Culture Officer of the Subsidiaries. In addition, the Employee shall perform all other duties and accept all other responsibilities incident to such employment position as may be reasonably assigned to him by the Chief Executive Officer of the Subsidiaries. 1.2 During the Initial Employment Term, Employee shall serve the Subsidiaries faithfully and to the best of his ability and shall devote substantially all of his business time, attention and efforts to the performance of such duties as are usual may be assigned to him from time to time by the Chief Executive Officer of the Subsidiaries. Employee shall confer with the Chief Executive Officer of the Subsidiaries and customary for such positions. The Executive shall report directly to must have the written approval by the Board of Directors of the REIT Company (the “Board”). In addition) prior to any mergers, during acquisitions or significant contracts by the Employment Period, Subsidiaries or prior to entering into any new financial agreements on behalf of the Subsidiaries outside of his normal day to day responsibilities. 1.3 Employee expressly represents and warrants to the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he that Employee is not reelected; provided, however, that the Company shall not be obligated a party to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated contract or agreement and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves not otherwise obligated in any one way, and is not subject to any rules or more of such additional capacitiesregulations, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In additionwhether governmentally imposed or otherwise, in the event the Executive’s service in one which will or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced may restrict in any manner as a result of such termination provided that way the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave Employee’s ability to which the Executive may be entitled, the Executive agrees to devote a significant majority of fully perform his business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It Employee further expressly represents and warrants that he is expressly understood eligible to work in the United States and agreed that shall take all necessary action to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct comply with requests for verification of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunderemployment eligibility. (iii) During the Employment Period, the Executive shall 1.4 Employee will perform the services required by this Agreement his duties and responsibilities located at the Company’s principal offices located in San Diegocorporate headquarters or elsewhere within reason to perform the position’s responsibilities. 1.5 To the extent Employee is asked to serve as an officer, California (director or manager of the “Principal Location”)Company, except for travel to other locations as may be necessary to fulfill the ExecutiveEmployee’s duties to the Company shall be deemed to have been included in this Agreement, shall not be entitled to any additional compensation hereunder, and responsibilities hereundershall be covered by all provisions of the Agreement mutatis mutandis.

Position and Duties. 2.1 Employer xxxxxx agrees to employ Employee as President and Chief Operating Officer of TKO, subject to the terms, conditions and provisions of this Agreement. As a material term of this Agreement, Employee shall be the sole President and Chief Operating Officer of TKO and shall report directly to Xxxxx Xxxxxxx as Chief Executive Officer of TKO (i) During “CEO”); provided, that, in the Employment Period, the Executive shall serve as Executive Chairman event of the REIT and termination of employment of the Operating PartnershipCEO as a result of his death or disability, and shall perform such employment duties as are usual and customary for such positions. The Executive Employee shall report directly to the Board successor thereto. 2.2 Employee accepts such employment and agrees to render services as provided herein, all of Directors which services shall be performed conscientiously and to the fullest extent of Employee’s ability. Employee shall devote a substantial portion of Employee’s business time to the REIT (the “Board”). In addition, Employer Group during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause Term (as defined in Subsection 4.1 below); provided that, nothing in this Agreement shall prohibit or otherwise limit Employee from (a) have occurred continuing to provide services in his role and not been cured. Provided that position at EDR, EDR OpCo and their respective subsidiaries (other than the Executive is so nominated and is elected to the BoardEmployer Group), the Executive hereby agrees “EDR Group”), as may be modified from time to serve time, or (b) serving as a member of the Board. At the Company’s requestboard of directors of any charitable, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position educational, religious, public interest or public service organization (but not as Executive Chairman a member of the REIT and board of directors of a “for-profit” entity not part of (i) the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one Employer Group or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve EDR Group unless approved by Employer or set forth on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investmentsExhibit A hereto), in each caseinstance not inconsistent with the business practices and policies of the Employer Group, so long as or from devoting reasonable periods of time to the activities of the aforementioned organizations, unless such activities do not materially described in subsection (b) interfere or conflict in any material respect with the performance of the ExecutiveEmployee’s duties and responsibilities under this Agreement. It is expressly understood and agreed that hereunder to the extent that Employer Group. Notwithstanding the foregoing or any such activities have been conducted by other provision herein, nothing in this Agreement shall prohibit Employee from continuing to serve in the Executive prior board, advisory and ownership positions he maintains as of the date hereof listed on Exhibit A hereto (subject to the Effective Dateterms thereof); provided, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date that, except as otherwise set forth on Exhibit A, Employee shall not thereafter serve in any other such position unless prior approval is obtained from Employer. 2.3 Employee’s principal work location shall be deemed the Employer’s offices in New York, New York. 2.4 Employee shall be permitted to interfere with select and offer employment to his full-time administrative assistant(s), which assistant(s) shall be on the performance Employer’s payroll and eligible to participate in all group health insurance benefit plans, group life insurance benefit plans, qualified defined contribution retirement plans, annual vacation plans, and other welfare benefit plans and programs that are made available to other similarly-situated employees of the Executive’s responsibilities to the CompanyEmployer Group; provided, that (1such administrative assistant(s) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance remunerated by Employer at a rate commensurate with similarly-situated administrative assistants of Executive’s duties hereunderEmployer. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (i) During the Employment Period, the The Executive shall serve as Chief Executive Chairman Officer of the REIT and the Operating Partnership, Employer and shall perform such employment customary and appropriate duties as are usual and customary for such positions. The may be reasonably assigned to the Executive shall report directly from time to time by the Board of Directors of the REIT Employer (the “Board”). In additionThe Executive shall have such responsibilities, during power and authority as those normally associated with the Employment Periodposition of Chief Executive Officer of public companies of a similar stature to the Employer. The Executive shall report solely and directly to the Board. The Executive shall serve on the Board on the Closing Date, the Company and shall cause the Executive to be nominated to stand for election reelection to the Board at any each subsequent meeting of stockholders of the REIT Employer’s shareholders occurring during the Employment Period at which any such election is held and the Executive’s term Board seat is up for election. The Executive shall serve as director will expire if Chairman of the Board for the first twelve (12) months of the Employment Period (provided he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve then serving as a member of the Board), and thereafter until he is replaced as Chairman by the affirmative vote of a majority of the Board (without the Executive voting). At Prior to the Companyend of such twelve (12) month period, the Board shall determine whether the Executive shall continue to serve as Chairman of the Board thereafter, and if so, the duration of such service. The Executive’s requestservice on the Board shall be without compensation other than that herein provided. Unless otherwise requested by a majority of the Board (other than the Executive), upon the cessation of the Executive’s employment with the Employer for any reason, the Executive shall serve resign from the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this AgreementBoard. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be is entitled, the Executive agrees to devote a significant majority of his business exclusive and full professional time and attention to the business and affairs of the CompanyEmployer and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities at reasonably appropriate locations. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the Weston civic, industry or charitable boards or committees, or to deliver lectures, fulfill speaking engagements or teach at educational institutions and manage personal investments, (B) to serve on up to one (1) non-conflicting outside boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of in accordance with this Agreement or violate Section 7 shall be permitted and of this Agreement, (2C) Executive shall notify to perform his obligations under the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance Commitment Agreement dated as of Executive’s duties hereunder. October 1, 2019, among Watermark Capital Partners, LLC (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal LocationWatermark Capital”), except for travel to other locations as may be necessary to fulfill Xxxxx Watermark Investors Incorporated, Xxxxx Watermark Investors 2 Incorporated and the Executive’s duties , and responsibilities hereunder(D) perform as asset manager under the Asset Manager Agreement, dated December 1, 2009, as amended, between Hotel Operator (MN) TRS 16-87 Inc. and Watermark Capital and the Asset Management Agreement, dated October 3, 2017, between Shelbourne Operating Associates LLC and Watermark.

Position and Duties. (a) (i) During the Employment Initial Period, the Executive shall serve as the Chief Executive Officer of the Company, and, (ii) during the Second Period, the Executive shall cease serving as the Chief Executive Officer of the Company and shall serve as the Executive Chairman of the REIT Company, in the case of each of (i) and the Operating Partnership(ii), with such authority, power, duties and shall perform such employment duties responsibilities as are usual commensurate with such positions and customary for as are customarily exercised by a person holding such positionspositions in a company of the size and nature of the Company. The During the Employment Period, the Executive shall report directly to the Board of Directors of the REIT Company (the “Board”"BOARD"). In addition, during During the Employment Period, the Company Executive shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At Board and, on the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman first anniversary of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct Executive shall commence serving as the Chairman of such activities (or the conduct of activities similar in nature and scope thereto) subsequent Board. The Board shall appoint the Executive to the Effective Date shall not thereafter be deemed to interfere with positions specified above at the performance of times specified above throughout the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) Employment Period. During the Employment Period, the Executive shall perform the services required by this Agreement his duties at the Company’s principal offices located 's corporate headquarters. (b) The Executive agrees that during the Initial Period, he shall devote his full business time, energies and talents to serving in San Diegothe positions described in Section 3(a) and he shall perform his duties faithfully and efficiently subject to the directions of the Board. During the Second Period, California the Executive shall devote such time to his duties as mutually agreed upon by the Executive and the Company. Notwithstanding the foregoing provisions of this Section 3(b), the Executive may (i) serve as a director, trustee or officer or otherwise participate in not-for-profit educational, welfare, social, religious and civic organizations; (ii) serve as a director of any for-profit business, with the prior consent of the Board (which consent shall not be unreasonably withheld); and (iii) acquire passive investment interests in one or more entities, to the extent that such other activities do not inhibit or interfere with the performance of the Executive's duties under this Agreement, or to the knowledge of the Executive conflict in any material way with the business or policies of the Company or any subsidiary or affiliate thereof (the “Principal Location”"AFFILIATED ENTITIES"), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Executive Chairman Vice President and Chief Financial Officer of the REIT and the Operating PartnershipCompany, and shall perform such employment duties as are usual report solely and customary for such positions. The Executive shall report directly to the Company's President and Chief Executive Officer and the Board of Directors of the REIT Company (the “"Board”"). In addition, during Executive shall have those powers and duties normally associated with the Employment Period, position of Executive Vice President and Chief Financial Officer of entities comparable to the Company shall cause the Executive to and such other powers and duties as may be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to prescribed by the Board; provided that, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries such other powers and affiliates in other capacities in addition to the foregoing duties are consistent with the Executive’s 's position as Executive Chairman Vice President and Chief Financial Officer of the REIT Company. Executive shall devote as much of his working time, attention and energies during normal business hours (other than absences due to illness or vacation) to satisfactorily perform his duties for the Operating PartnershipCompany. In Notwithstanding the event that above, Executive shall be permitted, to the extent such activities do not substantially interfere with the performance by Executive of his duties and responsibilities hereunder to (i) manage Executive's personal, during the Employment Periodfinancial and legal affairs, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) to serve on civic or charitable boards or committees (it being expressly understood and agreed that Executive's continuing to serve on any such board and/or committees on which Executive is serving, or with which Executive is otherwise associated, as of the Commencement Date shall be deemed not to interfere with the performance by Executive of his duties and responsibilities under this Agreement) and (iii) deliver lectures or fulfill speaking engagements. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote shall also serve as a significant majority of his business time and attention to the business and affairs director of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue If X. Xxxxx Xxxx ceases to serve as Chairman of the Board at any time during the Employment Period by reason of Insurance Company his death or incapacity, it is the intention of the WestBoard, (B) serve on boards, committees that either Xxxx Xxxx or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long Xxxxxxx Xxxx shall be appointed as such activities do not materially interfere or conflict with the performance Chairman of the Executive’s Board, subject only to its fiduciary duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent Company and its stockholders and applicable law, shall take all action necessary to carry out such intention. If Xxxx Xxxx ceases to serve as President and Chief Executive Officer of the Company at any time during the Employment Period by reason of his death or incapacity, it is the intention of the Board, that any such activities have been conducted by Xxxxxxx Xxxx shall be appointed as the President and Chief Executive prior Officer of the Company, subject only to its fiduciary duties to the Effective DateCompany and its stockholders and applicable law, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be take all action necessary to fulfill the Executive’s duties and responsibilities hereundercarry out such intention.

Position and Duties. (ia) During As of the Employment PeriodEffective Date, the Executive shall serve as President and Chief Executive Chairman Officer for the “Term of Employment” (as herein defined below). In this capacity, Executive shall devote substantially all of his business time, efforts and attention to the REIT performance of his duties, subject to (b) below. Executive shall have the duties, responsibilities and authority customarily incident to such offices and positions and to such other services commensurate with such positions as may be agreed to by Executive and the Operating Partnership, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly to the Company’s Board of Directors of the REIT (the “Board”). In addition, during the Employment Period, Executive shall in his capacity as an employee and officer of the Company shall cause be responsible to and obey the Executive to be nominated to stand for election to reasonable and lawful directives of the Board at any meeting of stockholders of the REIT during which any such election is held consistent with this Agreement and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected report directly to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (iib) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to shall devote a significant majority substantially all of his business time and attention to the business and affairs of the Company. Notwithstanding the foregoingsuch duties, during the Employment Periodexcept for sick leave, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagementsreasonable vacations, and (D) excused leaves of absences as more particularly provided herein, provided that so long as this does not interfere to any substantial extent with Executive’s duties, Executive may manage his personal investments, be involved in each casecharitable and professional activities and serve on for profit boards and advisory committees, so long as such activities do not materially interfere or conflict with the performance of the provided that nothing in this Section 2(b) shall override Executive’s duties and responsibilities under this Agreementobligations in Section 7 hereof. It is expressly understood hereby acknowledged and agreed that Executive currently serves on the boards of the following entities: Joe’s Jeans Inc., Regent’s Secret Inc. and Woodford Industries Inc. (c) Notwithstanding any provision of this Agreement to the contrary, Executive shall not cause or (to the extent that in Executive’s control) allow Company to take any of the following actions unless and until such activities have action has been conducted specifically approved by the Executive prior Board (in writing or at a Board meeting): (i) Make or commit to make any individual capital expenditure having a cost in excess of one hundred thousand dollars ($100,000) or capital expenditures in any year having an aggregate cost that exceeds five hundred thousand dollars ($500,000) except as provided in a Budget approved by the Effective Date, Board; (ii) hire or terminate or amend the continued conduct terms of such activities (or the conduct employment of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance any officer of the Executive’s responsibilities to Company, or any employee of the Company; providedCompany earning in excess of two hundred and fifty thousand dollars ($250,000) per year, that (1) no such activity that violates the provisions or enter into any employment or consulting agreements for a term in excess of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder365 days. (iii) During the Employment PeriodExecute or enter into any contract or purchase order (whether for services, the Executive shall perform the services required by this Agreement at the for inventory, supplies or other goods used in Company’s principal offices located operations or otherwise, but excluding capital expenditures referred to in San Diegoparagraph (a) above) that obligates Company to pay in excess of two hundred fifty thousand dollars ($250,000) except as provided in a Budget approved by the Board; (iv) Make, California or cause or permit to be made, any change in the marketing strategy or pricing practices of Company from those previously approved by the Board that could reasonably be expected to have a material effect on Company’s revenues or net income for any calendar quarter or calendar year; (v) Acquire the “Principal Location”)business of any other entity or individual, except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunderwhether by purchase of assets, acquisition of equity securities, merger or otherwise.

Position and Duties. (ia) During the Employment Period, the Executive shall serve as the President and Chief Executive Chairman Officer of the REIT and Company and, unless Executive elects otherwise, the Operating PartnershipCompany’s Affiliates, and shall perform such employment duties as are usual have the normal duties, responsibilities, functions and customary for authority of such positions. The . (b) During the Employment Period, Executive shall report directly to the Board Company’s board of Directors of the REIT directors (the “Board”), and shall devote his efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the performance of his duties, responsibilities and functions to the Company and/or to the Company’s parent and any subsidiaries and affiliated companies of the Company hereunder. In additionThe Company’s parent and any and all of its subsidiaries and other affiliated companies of the Company are referred to hereinafter collectively as the “Company’s Affiliates.” Notwithstanding any implication to the contrary contained in this Section 2(b). Executive may (i) devote reasonable periods of time to serve as a director to other organizations; (ii) participate in charitable, civic, educational, professional, community or industry affairs; and (iii) manage Executive’s and his family’s passive personal investments; provided, however, that such service, participation or management does not materially interfere with the performance of his duties hereunder and is not in conflict or competitive with, or adverse to, the interests of the Company or any of the Company’s Affiliates. (c) The Board shall take such action as may be necessary to appoint or elect Executive as a member of the Board and, if applicable, the board of directors of the Company’s Affiliates (the “Company’s Affiliates Board”) as of the Effective Date. Thereafter, during the Employment Period, the Company Board and, if applicable, the Company’s Affiliates Board shall nominate Executive or cause the Executive to be nominated to stand for re-election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At Board and, if applicable, the Company’s requestAffiliates Board at the expiration of the then current term, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to provided that the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that required to the extent that any such activities have been conducted prohibited by the Executive prior to the Effective Date, the continued conduct of such activities (legal or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunderregulatory requirements. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (i) During Effective as of the Effective Date and during the Employment Period, the Executive shall serve continue in his appointment as Executive Chairman a Director of the REIT and the Operating Partnership, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly to the Board of Directors of THUSA and shall be appointed to serve as the REIT (Executive Chairman of THUSA, with the “Board”)customary duties, responsibilities and authority of the Executive Chairman, including, without limitation, presiding over all of the meetings of the THUSA Board of Directors, and providing transitional support to the THUSA CEO and President with respect to the business and operations of THUSA. In additionNotwithstanding the foregoing, at the direction of a majority of the Board of Directors of THC, THUSA may reassign the titles, position, duties, responsibilities and authority of the Executive Chairman during the Employment Period, provided, however, that upon such reassignment, Executive shall be considered an employee of THUSA through the Company Employment Period and the terms and conditions of this Agreement shall cause otherwise continue in full force and effect. (ii) Effective as of the Effective Date and during the Employment Period, Executive shall continue in his appointment as a Director of the Board of Directors of THC (the “THC Board”) and shall be appointed by the THC Board to serve as the Executive to be nominated to stand for election Chairman of THC, with the customary duties, responsibilities and authority of the Executive Chairman, including, without limitation, presiding over all of the meetings of the THC Board of Directors, and providing transitional support to the Board at any meeting THC CEO and President with respect to the business and operations of stockholders of the REIT during which any such election is held THC and the Executive’s term as director will expire if he is not reelectedits subsidiaries; provided, however, that the Company services performed by the Executive within the United States shall not be obligated limited to cause such nomination if any the supervision and oversight of THC’s investment in its subsidiaries. Notwithstanding the foregoing, upon the approval of a majority of the events constituting Cause (as defined below) have occurred Board of Directors of THC, THC may reassign the titles, position, duties, responsibilities and not been cured. Provided that authority of the Executive Chairman during the Employment Period, provided, however, that upon such reassignment, Executive shall continue to be considered an employee of THC through the Employment Period and the terms and conditions of this Agreement shall otherwise continue in full force and effect. It is so nominated and is the intention of the parties that upon the expiration of Executive’s term as a Director of THC at the THC 2004 Annual Meeting, subject to the vote of the shareholders of THC, Executive shall be elected to the Board, the Executive hereby agrees to and serve as a member of the BoardTHC Board for an additional 3-year term (the “New Director Term”), with such New Director Term to run partially during the Employment Period. At Following the Company’s requestEmployment Period, Executive may, at his discretion, continue to serve as a Director until the Executive shall serve end of the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position New Director Term. (iii) In his capacity as Executive Chairman of THC, Executive shall report to the REIT THC Board and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation Executive shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of substantially all his business time and attention to the business and affairs of THC and its subsidiaries. In his capacity as Executive Chairman of THUSA, Executive shall report to the CompanyTHUSA Board of Directors. Notwithstanding Anything herein to the foregoingcontrary notwithstanding, during the Employment Period, it nothing shall not be a violation of this Agreement for the preclude Executive to from (A) continue serving on the boards of directors of a reasonable number of other corporations (as disclosed to serve as Chairman and approved by the THC Board) or the boards of the Board a reasonable number of Insurance Company of the Westtrade associations and/or charitable organizations, (B) serve on boardsengaging in charitable activities and community affairs, committees or similar bodies of charitable or nonprofit organizations, and (C) fulfill limited teaching, speaking and writing engagements, and (D) manage managing his personal investmentsinvestments and affairs, in each case, so long as provided that such activities do not materially interfere or conflict with the proper performance of the Executive’s his duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (i) During the Employment PeriodTerm, the Executive Employee shall serve as Executive Chairman Vice President of Scientific and Clinical Affairs of the REIT and the Operating PartnershipCompany, and shall perform such employment duties as are usual and customary for such positionsconsistent with this position. The Executive Employee shall report directly to the Chief Executive Officer of the Company. During the Term, Employee shall also hold such additional positions and titles as the Chief Executive Officer or the Board of Directors of the REIT Company (the “Board”)) may determine from time to time. In addition, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment PeriodTerm, Employee shall devote as much time as is necessary to satisfactorily perform his duties as the Vice President of Scientific and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his business time and attention to the business and affairs Clinical Affairs of the Company. Notwithstanding Without limitation of the foregoing, during the Employment Period, Company hereby acknowledges that it shall not be a violation of this Agreement for the Executive consents to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve Employee’s participation in those outside activities described on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking Exhibit A hereto. Employee may engage in any civic and writing engagements, and (D) manage his personal investments, in each case, not-for-profit activities so long as such activities do not materially interfere or conflict with the performance of his duties hereunder or present a conflict of interest with the Executive’s duties and responsibilities under Company. During the Term of this Agreement. It is expressly understood and agreed that , Employee agrees not to the extent that acquire, assume or participate in, directly or indirectly, any such activities have been conducted position, investment or interest known by the Executive prior Employee to the Effective Date, the continued conduct of such activities (be adverse or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities antagonistic to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging its business or prospects, its financial position, or otherwise or in any new real estate related company, person or entity that is, directly or indirectly, in competition with the business activities after of the Effective Date that are unrelated Company or any of its affiliates. This provision shall encompass any advisory boards of which Employee is or becomes a member of during the term hereof. Employee shall provide written disclosure to the performance Compensation Committee of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal Board of Directors as to all advisory boards on which Employee sites, and will provide the Company with written notice within 10 business days of Employee agreeing to sit on any additional advisory boards. On termination of Employee’s employment, regardless of the reason for such termination, Employee shall immediately (and with contemporaneous effect) resign any directorships, offices located or other positions that Employee may hold in San Diegothe Company or any affiliate, California (unless otherwise agreed in writing by the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunderparties.

Position and Duties. (i) During the Employment Period, the Executive shall serve as President and Chief Executive Chairman Officer of the REIT Flagler Development Company and the Operating Partnership, CGI and shall have such authority and perform such employment executive duties as are usual commensurate with such position and customary for such positionsother duties on a comparable level as are otherwise assigned by the CEO of Employer. The Executive shall report directly to serve as a member of the Board of Directors of the REIT Employer (the “Board”). In addition, during provided that the Employment Period, the Company shall cause continuing service of the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At Board shall be subject to the rights of the shareholders of the Company to approve the election or remove directors pursuant to the Company’s requestarticles of incorporation, the Executive shall serve the Company and/or its subsidiaries bylaws and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this AgreementFlorida law. (ii) The Executive’s services shall be performed at a facility owned or leased by Employer or its affiliates in Miami, Florida, and from time to time as may be required at other facilities of Employer or its affiliates. Executive shall not be required by the Company to relocate or to be based at any office or location other than the Miami, Florida metropolitan area without the consent of the Executive. As used in the Agreement the term “affiliated companies” shall mean any company controlled directly or indirectly by FECI. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be is entitled, the Executive agrees to devote a significant majority of his full business attention and time and attention to the business and affairs of the CompanyEmployer. Notwithstanding the foregoing, during During the Employment Period, Period it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (Bi) serve on civic, charitable, and professional association boards or committees, (ii) subject to the approval of the Board, which approval shall not be unreasonably withheld, serve on corporate boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (Diii) manage his personal investments, in each caseor (iv) deliver lectures or fulfill speaking engagements, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to as an employee of Employer in accordance with the Company; provided, that (1) no such activity that violates the provisions Agreement. As of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to Date, Executive serves on the performance board of Executive’s duties hereunderdirectors of AMR Corporation, American Airlines, Inc., BellSouth Corporation, Xxxxxxx Xxxxx & Co., Inc., General Motors Corporation and Burger King Corporation, which service is approved by the Board. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Executive Chairman Chief Financial Officer and Treasurer of the REIT and the Operating Partnership, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly to the Board of Directors of the REIT (the “Board”). In addition, during the Employment Period, the Company shall cause the Chief Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the BoardOfficer. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman Chief Financial Officer and Treasurer of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his full business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (CB) fulfill limited teaching, speaking and writing engagements, and (DC) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San DiegoLos Angeles, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (i) During The Executive shall continue to serve as Chief Executive Officer of The Xxxxxxx Company B.V. and TNC (US) Holdings, Inc. The Executive shall also continue to serve as Chief Executive Officer of Xxxxxxx Holdings, with the Employment Periodresponsibilities, duties and authority customarily associated with such position in a company the size and nature of the Company and such other responsibilities, duties and authority commensurate with such position, as may from time to time be assigned to the Executive shall serve by the Board. Such duties, responsibilities and authority may include services as Executive Chairman chairman of the REIT Executive Board of The Xxxxxxx Company B.V. and chairman of the Operating Partnership, and shall perform such employment duties as are usual and customary boards of directors or chief executive officer for such positionsone or more members of the Group. The Executive shall report directly to the Board of Directors of the REIT (the “Board”). In addition, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the The Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority substantially all of his business working time and attention efforts to the business and affairs of the Company. Notwithstanding , and the foregoing, during the Employment Period, it Executive shall not be a violation serve on any corporate, industry or civic boards or committees without the prior consent of this Agreement for the Board; provided that the Executive shall be permitted to (A) continue to serve as Chairman of in the Board of Insurance Company of the West, (B) serve positions set forth on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagementsExhibit A attached hereto, and (D) manage his personal investments, in each caseon any charitable board, so long as such activities do service on any such corporate, industry, civic or charitable board, does not materially meaningfully interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that hereunder or violate any such activities have been conducted by the Executive prior to covenant contained in Section 6, 7, or 8. (ii) As of the Effective Date, the continued conduct Executive serves as chairman of such activities (or the conduct of activities similar in nature and scope thereto) subsequent Executive Board. During the Term, the Executive Board shall propose the Executive for reelection to the Effective Date Executive Board, and Xxxxxxx Holdings shall not thereafter cause the Executive to be deemed re-elected to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunderBoard. (iii) During the Employment PeriodAt all times, the Executive shall perform be chairman of the services required Board, unless otherwise prohibited by this Agreement at the Companylaw or impracticable under prevailing corporate practice. (iv) The Executive’s principal place of employment shall be the offices located of the U.S. Entity in San DiegoWilton, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunderConnecticut.

Position and Duties. (i) During the Employment PeriodTerm, the Executive agrees to serve the Company, and the Company agrees to employ the Executive, as Chief Executive Officer of the Company. The Company also agrees during the Employment Term to nominate the Executive as a member of the Board of Directors of the Company (the “Board”) and to support, in good faith, his election as a member of the Board. In serving in the aforementioned positions, the Executive shall have such duties and authority as are customary for chief executive officers of companies in a similar line of business as the Company and as may be specified from time to time by the Board on a basis consistent with such duties and authority. In addition, and without further compensation, the Executive shall serve as Executive Chairman a director and/or officer of one or more of the REIT and the Operating PartnershipCompany’s Affiliates, and shall perform such employment duties as are usual and customary for such positionsdefined below, if so elected or appointed from time to time. The Executive shall report directly to the Board Board, or the board of Directors of the REIT (the “Board”)any successor thereto. In addition, during During the Employment PeriodTerm, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and will devote the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his business time and attention best efforts to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties hereunder and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that will not engage in any such activities have been conducted by the Executive prior to the Effective Dateother business, the continued conduct of such activities (profession or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to occupation for compensation or otherwise which would conflict or interfere with the performance rendition of such services either directly or indirectly. The Executive shall not be precluded, however, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization, provided that such service, either individually or in the aggregate, does not give rise to a conflict of interest with the Company or otherwise materially interfere with the Executive’s responsibilities to performance hereunder. In the Company; provided, that (1) no such activity that violates event of the provisions closing of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment PeriodTransactions, the Executive shall perform have the services required by this Agreement at right to recommend to the Company’s principal offices located Board the eleventh director of the initial Board of Directors of Entegris, Inc. In addition, in San Diegothe event of a vacancy on the Board, California (the “Principal Location”)Executive shall coordinate the director search process, except for travel which process shall be subject to other locations as may be necessary Board approval, and shall have the right to fulfill recommend nominee candidates to the Executive’s duties Nominating and responsibilities hereunderGovernance Committee of the Board to fill such vacancy, subject to applicable law and listing requirements.

Position and Duties. (ia) The Company shall employ Executive during the Employment Period as its Chief Executive Officer (“Executive Officer”). During the Employment Period, the Executive shall serve devote his full business time, energy, and talent to serving as Executive Chairman Officer of the REIT and the Operating PartnershipCompany, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly subject to the Board of Directors direction of the REIT Company’s board of directors (the “Board”) or the compensation committee of the Board (the “Compensation Committee”). (b) Executive shall have the duties and responsibilities that are commensurate with his position as Executive Officer and any other or different duties that may be assigned to Executive by the Board or the Compensation Committee, and Executive shall perform all such duties faithfully and efficiently in compliance with applicable law and the policies of the Company, as such policies may be in effect from time to time. In additionExecutive shall have such authority and powers as are inherent to the undertakings applicable to Executive’s position and necessary to carry out the duties required of Executive hereunder. (c) Executive’s principal place of business shall be at the Company’s corporate headquarters; however, it is understood that Executive may be required to travel both domestically and internationally in fulfillment of his duties as set forth herein. (d) Executive, upon being duly elected, shall also serve as a member of the Board for no additional compensation. (e) Notwithstanding the foregoing provisions of this Section 2, during the Employment Period, Executive may devote reasonable time to activities other than those required under this Agreement, including activities of a charitable, educational, religious, or similar nature to the extent such activities do not, in the judgment of the Board, inhibit, prohibit, interfere with, or conflict with Executive’s duties under this Agreement or conflict in any material way with the business of the Company shall cause the Executive to be nominated to stand for election to the Board at or any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelectedAffiliate; provided, however, that Executive shall not serve on the board of directors of any business (other than the Company shall not be obligated to cause such nomination if or an Affiliate, or Praesidia Biologics, Inc.) or hold any of other position with any business without receiving the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member prior written consent of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Regional Executive Chairman Vice President of the REIT and the Operating Partnership, Partnership and shall perform such employment duties as are assigned by the REIT’s Chief Executive Officer and usual and customary for such positions. The In such position, the Executive shall report directly to the REIT’s Board of Directors or, if the Board of Directors of the REIT (the “Board”). In additiondelegates such authority, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the ExecutiveREIT’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Chief Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the BoardOfficer. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnershipforegoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereofof this Agreement. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereofof this Agreement, shall not be diminished or reduced in any manner as a result of such termination provided that for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be is entitled, the Executive agrees to devote a significant majority of his such attention and time during normal business time and attention hours to the business and affairs of the CompanyCompany as are necessary for the performance of his duties hereunder. Notwithstanding the foregoing, during During the Employment Period, Period it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the Weston corporate, civic or charitable boards or committees, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and engagements or (DC) manage his personal investments, in each case, so long as such activities do not materially significantly interfere or conflict with the performance of the Executive’s duties responsibilities as an employee and responsibilities under officer of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, provided that (1) no such activity that violates any written non-competition agreement between the provisions of Section 7 parties shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunderpermitted. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (i) During the Employment Period, the Executive shall serve as the Company’s Executive Chairman of Vice President, Media and Operations, reporting to the REIT and the Operating PartnershipChief Executive Officer or his or her designee, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly to the Board of Directors of the REIT (the “Board”). In addition, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Boardposition. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position role as Executive Chairman Vice President, Media and Operations of the REIT and the Operating PartnershipCompany. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. In the event the Company requests that Executive serve the Company and/or its subsidiaries in a capacity that involves substantial additional responsibilities to those associated with Executive’s role as Executive Vice President, Media and Operations, then the Company and Executive shall discuss in good faith whether any modifications should be made to the terms of this Agreement consistent with Executive’s assumption of such additional responsibilities; provided that the terms of this Agreement shall continue to apply until such time (if any) as Executive and the Company agree to any modification of or amendment to this Agreement pursuant to Section 10(i) below. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his the Executive’s full business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to engage in any of the following activities: (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (CB) fulfill limited teaching, speaking and writing engagementsengagements on a volunteer basis, and and/or (DC) manage his personal investmentsholding economic interests in companies in which the Executive does not take an operating role (not to exceed a 5% interest in any company), in each case, so long as such activities do not not, individually or in the aggregate, materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San DiegoSanta Monica, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (ia) During the Employment Period, the The Executive shall serve as Executive Chairman Assistant to the President and Corporate Secretary of the REIT Company. Without limiting the general scope of the Executive's position: (i) the Executive shall be permitted to work from his office at his residence in Rising Sun, Maryland and shall not be required to report to any single individual other than the President, and the Operating PartnershipBoard of Directors, (ii) no other individual shall be elected or appointed as Assistant to the President or Corporate Secretary of the Company, and (iii) no individual or group of individuals (including a committee established or other designee appointed by the Board) shall perform have any authority over or equal to the authority of the Executive in his role as Assistant to the President and Corporate Secretary or could have the effect of, or appear to have the effect of, giving such employment duties as are usual and customary for authority to any such positionsindividual or group. The Executive shall report directly be entitled to the Board full protection of Directors applicable indemnification provisions of the REIT certificate of incorporation and bylaws of the Company, as the same may be amended from time to time, for his service as a director, officer and employee of the Company, (the “Board”). In addition, during the Employment Period, b) If: (i) the Company shall cause materially changes the Executive's duties and responsibilities as set forth in Paragraph 3(a) without his consent (including, without limitation, violation of any of the provisions of clause (i), (ii) or (iii) of Paragraph 3 (a)); (ii) the Company requires the Executive to be nominated work full-time at a location other than his residence at 000 Xxxxxxx Xxxx, Xxxxxx Xxx, Xxxxxxxx; (iii) there occurs a material breach by the Company of any of its obligations under this Employment Agreement (other than those specified in this Section 3(b)) that has not been cured in all material respects within ten (10) days after the Executive gives notice thereof to stand the Company; (iv) there occurs a "change in control" (as hereinafter defined) of the Company or; (v) the Board or any nominating committee thereof or committee performing a Board nomination function fails to nominate the Executive for election to the Board at in connection with any shareholders' meeting to be held or action to be taken for the election of stockholders directors; (vi) the Executive has not been paid for a cumulative sixty (60) day period without Executive's consent in excess of the REIT during which any period of non-payment for similar Executives, Then the Executive shall have the right to terminate his employment with the Company, but such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company termination shall not be obligated to cause considered a voluntary resignation or termination of such nomination if any employment or of this Employment Agreement by the Executive but rather a discharge of the events constituting Cause Executive by the Company without "cause" (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this AgreementParagraph 6(a)(ii)). (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Executive Chairman Vice President and General Counsel of the REIT TPG and the Operating Partnership, Partnership and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly to the Board of Directors of the REIT (the “Board”). In addition, during During the Employment Period, the Company Executive shall cause be a member of the Executive to be nominated to stand for election Management Committee of the Company, which shall consist of the Chief Executive Officer and the Executive Vice Presidents of the Company and the Chief Financial Officer, and the Executive shall report directly at all times to the Board at any meeting of stockholders Chief Executive Officer. The Executive Management Committee shall, as a group, review and consider all major business policies, strategies and initiatives of the REIT during which any such election is held Company and its affiliates. The Executive shall be officed at the ExecutiveCompany’s term as director will expire if he is not reelected; main headquarters offices in Los Angeles, California, provided, however, that the Company shall not Executive understands that travel will be obligated to cause such nomination if any a required component of the events constituting Cause (as defined below) have occurred position, and not been cured. Provided that the Executive is so nominated and is elected may from time to time work from the Board, the Executive hereby agrees to serve as a member of the BoardCompany’s other offices. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other positions and capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnershipforegoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereofof this Agreement. In addition, in the event the Executive’s service in one or more of such additional capacities is subsequently terminated, the Executive’s compensation, as specified in Section 2(b) hereofof this Agreement, shall not be diminished or reduced in any manner as a result of such termination provided that for so long as the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be is entitled, the Executive agrees to devote a significant majority substantially all of his business time time, energy, skill and attention best efforts to the performance of his duties hereunder in a manner that will faithfully and diligently further the business and affairs interests of the Company. Notwithstanding the foregoing, during the Employment Period, Period it shall not be a violation of this Agreement for the Executive to (A) continue serve on civic, charitable or other boards or committees, provided, however, that the Executive will consult with the Chief Executive Officer prior to serve as Chairman accepting a position on the board of the Board of Insurance Company of the Westany publicly traded company, (B) serve on boardsdeliver lectures, committees fulfill speaking engagements or similar bodies of charitable teach at educational institutions or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreementas an executive officer of the Company. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, Date and fully disclosed in writing and agreed to by the Company in writing the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, provided that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) that violates any written non-competition agreement between the parties or prevents the Executive shall notify the Board prior to engaging in any new real estate related from devoting substantially all of his business activities after the Effective Date that are unrelated time to the performance fulfillment of Executive’s his duties hereunder. (iii) During The Executive agrees that he will not take personal advantage of any business opportunity that arises during his employment by the Employment Period, Company and which may be of benefit to the Company unless all material facts regarding such opportunity are promptly reported by the Executive shall perform to the services required by this Agreement at the Company’s principal offices located in San Diego, California Board of Directors of TPG (the “Principal LocationBoard”), except ) for travel consideration by the Company and the disinterested members of the Board determine to other locations as may be necessary reject the opportunity and to fulfill approve the Executive’s duties and responsibilities hereunderparticipation therein.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Executive Chairman Chief Financial Officer of the REIT and the Operating Partnership, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly to the Board of Directors of the REIT (the “Board”). In addition, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the BoardPresident. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman Chief Financial Officer of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his full business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (CB) fulfill limited teaching, speaking and writing engagements, and (DC) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San DiegoLos Angeles, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Executive Chairman President of the REIT and the Operating Partnership, TRA and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly to positions and such other duties as the Board of Directors of the REIT TRA (the “Board”)) shall from time to time reasonably assign to Executive. In addition, during the Employment Period, the Company Executive shall cause the Executive to be nominated to stand for election report to the Board at any meeting Chief Executive Officer of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the BoardTRA. At the CompanyTRA’s request, the Executive shall serve the Company TRA and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnershipforegoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereofof this Agreement. In addition, in the event the Executive’s service in one or more of such additional capacities is subsequently terminated, the Executive’s compensation, as specified in Section 2(b) hereofof this Agreement, shall not be diminished or reduced in any manner as a result of such termination provided that the for so long as Executive otherwise remains employed under the terms of this Agreement. During the Employment Period, Executive shall perform his duties at the Company’s offices in the Los Angeles metropolitan area. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be is entitled, the Executive agrees to devote a significant majority substantially all of his business time time, energy, skill and attention best efforts to the performance of his duties hereunder in a manner that will faithfully and diligently further the business and affairs interests of the CompanyTRA. Notwithstanding the foregoing, during the Employment Period, Period it shall not be a violation of this Agreement for the Executive to (A) continue serve on corporate, civic or charitable boards or committees consistent with TRA’s conflicts of interests policies and corporate governance guidelines in effect from time to serve as Chairman of the Board of Insurance Company of the Westtime, (B) serve on boards, committees deliver lectures or similar bodies of charitable fulfill speaking engagements or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreementas an executive officer of TRA. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective DateDate and fully disclosed in writing and agreed to by TRA in writing, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the CompanyTRA; provided, however, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) that violates any written non-competition agreement between the parties or prevents Executive shall notify the Board prior to engaging in any new real estate related from devoting substantially all of his business activities after the Effective Date that are unrelated time to the performance fulfillment of Executive’s his duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required agrees that he will not take personal advantage of any business opportunity that arises during his employment by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as TRA which may be necessary of benefit to fulfill TRA unless all material facts regarding such opportunity are promptly reported by Executive to the Board for consideration by TRA and the disinterested members of the Board determine to reject the opportunity and to approve Executive’s duties and responsibilities hereunderparticipation therein.

Position and Duties. (i) 2.1 During the Employment PeriodTerm, the Executive shall serve Employer hereby agrees to employ Employee as Executive Chairman President of the REIT Employer Group, subject to the terms, conditions and provisions of this Agreement. As a material term of this Agreement, Employee shall be the Operating Partnership, sole President of the Employer Group and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly to the Board of Directors Xxxxx Xxxxxxx as Chief Executive Officer of the REIT Employer Group (the “BoardCEO”). In additionEmployee accepts such continued employment and agrees to render services as provided herein, all of which services shall be performed conscientiously and to the fullest extent of Employee’s ability. Employee shall devote substantially all of Employee’s business time to the Employer Group during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause Term (as defined in Subsection 4.1 below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve ); except nothing in this Agreement shall preclude Employee from serving as a member of the Board. At the Company’s requestboard of directors of any charitable, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position educational, religious, public interest or public service organization (but not as Executive Chairman a member of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more board of such additional capacities, the Executive’s compensation shall directors of a “for-profit” entity not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his business time and attention to the business and affairs part of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve Employer Group unless approved by Employer or set forth on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investmentsExhibit A hereto), in each caseinstance not inconsistent with the business practices and policies of Employer, so long as or from devoting reasonable periods of time to the activities of the aforementioned organizations, unless such activities do not materially interfere or conflict in any material respect with the performance of the ExecutiveEmployee’s duties and responsibilities under hereunder to the Employer Group. Notwithstanding the foregoing or any other provision herein, nothing in this Agreement shall prohibit Employee from continuing to serve in the board, advisory and ownership positions he maintains as of the date hereof listed on Exhibit A hereto (subject to the terms thereof); provided, that, except as otherwise set forth on Exhibit A, Employee shall not serve in any other such position unless prior approval is obtained from Employer. Notwithstanding anything to the contrary in this Subsection 2.1 or this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct parties (a) acknowledge that Employee also serves as President and Chief Operating Officer of such activities TKO Group Holdings, Inc. (“TKO”), pursuant to a Term Employment Agreement effective on or about January 21, 2024, and (b) agree that Employee’s services for TKO are expressly authorized by Employer and do not constitute a violation of the conduct of activities similar Employment Agreement or any other agreements entered into in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere connection with the performance Merger Agreement. 2.2 Employee’s principal work location shall be the Employer’s offices in New York, New York. 2.3 During the Term, Employee shall be permitted to retain his full-time administrative assistant(s), which assistant(s) shall be on the Employer’s payroll and eligible to participate in all group health insurance benefit plans, group life insurance benefit plans, qualified defined contribution retirement plans, annual vacation plans, and other welfare benefit plans and programs that are made available to other employees of the Executive’s responsibilities to the CompanyEmployer Group; provided, that (1such administrative assistant(s) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance remunerated at a rate commensurate with similarly situated administrative assistants of Executive’s duties hereunderEmployer. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Executive Chairman Vice President, Operations of the REIT and the Operating Partnership, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly to the Board of Directors of the REIT (the “Board”). In addition, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the BoardPresident. At the Company’s request, the Executive |US-DOCS\112164597.3|| shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman Vice President, Operations of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his full business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (CB) fulfill limited teaching, speaking and writing engagements, and (DC) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San DiegoLos Angeles, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Executive Chairman Chief Investment Officer of the REIT and the Operating Partnership, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly to the Board of Directors of the REIT (the “Board”). In addition, during the Employment Period, the Company shall cause the Chief Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the BoardOfficer. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman Chief Investment Officer of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his full business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (CB) fulfill limited teaching, speaking and writing engagements, and (DC) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San DiegoLos Angeles, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder. (b) Compensation, Benefits, Etc.

Position and Duties. (i) During the Employment Period, the 1.1 Executive shall serve be employed by the Company as Executive Chairman Vice President and Chief Administrative Officer of the REIT and the Operating Partnership, DRII and shall perform such employment duties be responsible for leading strategic initiatives as are usual and customary for such positions. The Executive shall report directly to determined by the Board of Directors of DRII, oversight of the REIT corporate compliance functions and oversight of the global legal functions of Diamond (both of which shall be supervised by Diamond’s General Counsel or chief legal officer), global leadership of the “Board”). In additionrisk management, during the Employment Periodsecurity and corporate development functions of Diamond, the Company shall cause the Executive to be nominated to stand for election assuming and discharging such responsibilities as are commensurate with Executive’s position, reporting to the Board at any meeting President and Chief Executive Officer of stockholders DRII, it being acknowledged and agreed that with respect to certain legal and compliance matters, Executive shall have unfettered access to members of the REIT during which any such election is held Board of DRII and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member Audit Committee of the Board. At the Company’s request, the Executive acknowledges that frequent travel may be necessary in carrying out his duties hereunder. 1.2 Executive shall serve the Company and/or its subsidiaries perform his duties faithfully and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority best of his ability and shall devote substantial business time and attention effort to the business and affairs performance of the Companyhis duties hereunder. Notwithstanding the foregoing, during the Employment PeriodCompany acknowledges and agrees that Executive shall serve as Of Counsel to the law firm of Xxxxxx Xxxxxx Rosenman LLP (“Katten”), it that in his capacity with Katten, he may from time to time provide legal services to Diamond pursuant to a separate engagement agreement between Diamond and Katten, that he may receive compensation and benefits from Katten in addition to the compensation and benefits provided pursuant to this Agreement, and that in such capacity, Executive may continue to provide legal services to other persons, if consistent with Executive’s obligations hereunder. The Company further acknowledges and agrees that Katten may, currently and in the future, represent clients which may be competitors or business partners of the Company, that such representation shall not be a violation affected in any way by this Agreement, and that the Confidentiality and Non-Competition Agreement (the “Confidentiality Agreement”) in the form of Exhibit A attached hereto and incorporated by this Agreement for reference shall apply only to Executive as an individual and shall not restrict the activities of Katten or any Katten partners. Executive to may only participate in or serve on boards or committees of, charitable and community service organizations (A) continue to serve as Chairman or with the advance written approval of the Board of Insurance Company of the WestBoard, (B) serve not to be unreasonably withheld, on boards, committees industry boards or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each casecommittees), so long as such activities do not materially interfere or conflict otherwise compete with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance discharge of Executive’s duties hereunder. (iii) During the Employment Period. Except as set forth herein, the Executive shall perform not engage in any other business duties or business pursuits or render any services of a professional nature for pay to any entity or person without the services required by this Agreement at prior written consent of the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties President and responsibilities hereunderChief Executive Officer of DRII.

Position and Duties. (ia) During The Executive shall serve as President and CEO (“administrateur délégué”) of GISA and as an employee of Gemplus Corp. during the Employment Period. In such capacity, the Executive shall serve as Executive Chairman of the REIT have such duties and the Operating Partnership, and shall perform such employment duties responsibilities as are usual customarily assigned to individuals serving in such position and customary for such positions. The Executive shall report directly to other duties consistent with the Executive’s title and position as the Board of Directors of the REIT GISA (the “Board”). In addition) specifies from time to time, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election all subject to the Board at any meeting of stockholders power of the REIT during which Board to reasonably modify such duties and responsibilities from time to time hereunder provided that the Board shall not make any such election is held and the Executive’s term modification(s) which would constitute Good Reason as defined herein. (b) The Executive shall be appointed as a director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of GISA within ninety days of the events constituting Cause Effective Date (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected herein), subject to the Board, approval or ratification by the shareholders of GISA. (c) The Executive hereby agrees to serve shall accept and assume such other appointments as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries director and affiliates in as chief executive officer or other capacities in addition to the foregoing senior officer position (consistent with the Executive’s position as Executive Chairman President and CEO of GISA) within other Group entities as the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this AgreementBoard may reasonably request from time to time. (iid) During the Employment Period, The Executive shall devote his best efforts and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his full business time and attention to the business and affairs of the Company. Notwithstanding Group, provided however that the foregoing, Executive may retain during the Employment PeriodPeriod his directorship positions with Dell Computer Corporation (Austin, it Texas) and Pfizer Inc. (New York, New York). The Executive shall not during the Employment Period hold any other directorships or other positions outside the Group without the prior written consent of the Board in its discretion. The Executive shall comply with the rules, standards and policies of GISA, Gemplus Corp. and their affiliated entities (the “Group”), including without limitation any code of conduct of the Group, as amended from time to time by the Board and/or the Compensation Committee, as well as any and all applicable laws. (e) Gemplus Corp. may, with the approval of the Executive which shall not be unreasonably withheld or delayed, by written notice to the Executive to such effect, assign this Agreement including all of its rights and obligations hereunder as the Executive’s employer and otherwise to any other affiliate of the Group which is owned as to at least a violation majority of the equity capital and voting rights thereof by GISA, whether directly and/or indirectly, and which is capable of performing all of its obligations as assignee hereunder (“Assignee Employer”), provided that such Assignee Employer agrees in writing to be bound by the terms of this Agreement. Upon any such assignment, Gemplus Corp. shall be released and discharged by the Executive from any liability for payments and the providing of benefits and any and all other obligations due to the Executive pursuant to this Agreement; provided, however, that any such assignment shall not modify or change in any way the Executive’s appointment as CEO of GISA as provided in Section 3(a) of this Agreement. (f) The Parties hereby agree to assignment pursuant to Section 3(e) of this Agreement for the Executive by Gemplus Corp. to (A) continue GMT, if and when proposed by Gemplus Corp. by written notice to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that , subject only to the extent that any such activities have been conducted receipt by the Executive prior and / or GMT of working authorization for GMT to employ the Effective DateExecutive. In such event, the continued conduct terms and conditions of such activities (or the conduct of activities similar Schedule 1 to this Agreement shall automatically apply in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance full. Each of the Executive’s responsibilities Parties shall exercise all reasonable efforts to facilitate the Company; provided, that (1) no such activity that violates receipt of the working and administrative authorizations necessary to implement the provisions of Section 7 shall be permitted Sections 3(f) and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance 4 of Executive’s duties hereunderthis Agreement. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.