Common use of Position, Duties and Responsibilities Clause in Contracts

Position, Duties and Responsibilities. a. During the Term of Employment, Executive will be employed as the Co-Chief Investment Officer of the Company, reporting directly to the Chief Executive Officer of the Company (the “CEO”), or in such other senior management position as the Board determines. Executive will (i) be responsible for, and, along with the CEO and any other Co-Chief Investment Officer, have authority over, the Company’s investment functions and (ii) have such other duties and responsibilities as are reasonably assigned to him by the CEO or the Board of Directors of the Company (the “Board of Directors”) (not inconsistent in any significant respect with the duties and responsibilities typically assigned to a senior executive of a publicly-traded XXXX). b. During the Term of Employment, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, such subsidiaries or affiliates of the Company as the Board of Directors may, from time to time, reasonably request. For purposes of this Agreement, the term “affiliate” will have the meaning ascribed thereto as of the Effective Date in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Act”). c. During the Term of Employment, Executive will serve the Company faithfully, diligently and to the best of his ability and will devote substantially all of his time and efforts to his employment and the performance of his duties under this Agreement. Nothing herein will preclude Executive from engaging in charitable and community affairs and managing his personal, financial and legal affairs, so long as such activities do not materially interfere with his carrying out his duties and responsibilities under this Agreement. Notwithstanding the foregoing, any service on civic, educational, philanthropic or charitable boards or committees shall be subject to prior approval by the CEO. During the Term of Employment, Executive shall perform his duties and responsibilities principally in New York City.

Position, Duties and Responsibilities. a. (a) During the Term of Employment, Executive will be employed by the REIT Operator and will serve as the Co-Chief Investment Officer of the Company, reporting directly to the President and Chief Executive Officer of the Company (the “CEO”)REIT, or in such other senior management position as the Board determines. Executive will (i) be responsible for, and, along with the CEO reporting solely and any other Co-Chief Investment Officer, have authority over, the Company’s investment functions and (ii) have such other duties and responsibilities as are reasonably assigned directly to him by the CEO or the Board of Directors of the Company REIT (the “Board of Directors” or the “Board”) (). In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Board of Directors shall designate from time to time that are not inconsistent in any significant respect with Executive’s position and that are consistent with the duties bylaws of the REIT, the limited liability company agreement of the Operating Company, and responsibilities typically assigned the limited liability company agreement of REIT Operator, each as may be amended from time to a senior executive time, including, but not limited to, managing the affairs of a publicly-traded XXXX)the Company. b. (b) During the Term of Employment, Executive will, without additional compensation, also serve on the board Board of directors Directors of, serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, such subsidiaries or affiliates of the Company REIT as the Board of Directors may, from time to time, reasonably request. For purposes of this Agreement, the term “affiliate” will have the meaning ascribed thereto as of the Effective Date in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Act”). c. (c) During the Term of Employment, Executive will serve the Company faithfully, diligently diligently, and to the best of his Executive’s ability and will devote substantially all of his Executive’s business time and efforts attention to his employment and the performance of his Executive’s duties under this Agreement. Nothing hereunder, and shall have no other employment (unless approved by the Board of Directors); provided, that, nothing contained herein will preclude shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and community affairs and managing his personalExecutive’s family or (iv) accepting directorships or similar positions, financial and legal affairssubject to approval in advance by the Board of Directors, which approval shall not be unreasonably withheld (together, the “Personal Activities”), in each case so long as such activities the Personal Activities do not materially interfere unreasonably interfere, individually or in the aggregate, with his carrying out his the performance of Executive’s duties and responsibilities to the Company under this Agreement or violate the restrictive covenants set forth in Section 6 of this Agreement. Notwithstanding the foregoing, any service on civic, educational, philanthropic or charitable boards or committees shall be subject to prior approval by the CEO. . (d) During the Term of Employment, Executive shall perform his the services required by this Agreement at the Company’s principal offices located in Rochester, New York (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities principally in New York Cityhereunder.

Position, Duties and Responsibilities. a. (a) During the Term of Employment, Employee shall serve as, and with the titles, offices and authority of, Executive will be employed as Chairman of the Co-Board and Chief Investment Science Officer of the Company, reporting directly shall report only to the Chief Executive Officer of the Company (the “CEO”), or in such other senior management position as the Board determines. Executive will (i) be responsible for, and, along with the CEO and any other Co-Chief Investment Officer, have authority over, the Company’s investment functions and (ii) have such other duties and responsibilities as are reasonably assigned to him by the CEO or the Board of Directors of the Company (the “Board "Board"), shall be the Executive Chairman of Directors”) (the Company and, as such, shall have effective oversight of the activities of the Company, through the supervision and control of the President and Chief Executive Officer of the Company and participation on boards and committees of the Company's various investments; assist the Company in investor relation activities; and, as Chief Scientific Officer, shall be primarily responsible for the quality and innovativeness, but not inconsistent in any significant respect with the duties and responsibilities typically assigned to a senior executive conduct, of a publicly-traded XXXX)the Company's research programs. b. (b) During the Term of Employment, Executive will, without additional compensation, also serve on the board of directors of, serve Company shall use its best efforts to cause Employee to be elected and re-elected (i) as an officer of, and/or perform such executive and consulting services for, or on behalf of, such subsidiaries or affiliates a member of the Company Board, (ii) as a member of the Board of Directors may, from time to time, reasonably request. For purposes of any affiliate of the Company on which Board of Directors Employee is serving on the date of this Agreement, the term “affiliate” will have the meaning ascribed thereto and (iii) as a member of the Effective Date Board of Directors of any entity which becomes a majority-owned subsidiary of the Company after the date of this Agreement on which Board of Directors the Executive Chairman of the Board of the Company would customarily serve. Employee agrees to serve on the foregoing Boards of Directors during the Term of Employment, without compensation in Rule 12b-2 excess of that provided under the Securities Exchange Act of 1934, as amended (the “Act”)this Agreement. c. (c) During the Term of Employment, Executive will serve the Company faithfully, diligently Employee agrees to devote his best efforts and to the best of his ability and will devote substantially all of his time business time, efforts and efforts skills to his employment and the performance of his duties under this Agreement. Nothing herein will preclude Executive from engaging in charitable and community affairs and managing his personal, financial and legal affairs, so long as such activities do not materially interfere with his carrying out his duties and responsibilities under this Agreement. Notwithstanding , to be loyal to the foregoing, Company and to refrain from rendering services for any service on civic, educational, philanthropic or charitable boards or committees shall be subject to prior approval by enterprise other than the CEO. During the Term of Employment, Executive shall perform his duties Company and responsibilities principally in New York Cityits affiliates.

Position, Duties and Responsibilities. a. During the Term of Employment, (a) Executive will be employed shall serve as the Co-Chief Investment Officer of the Company, reporting directly to the Chief Executive Officer of the Company (Corporation responsible for the “CEO”), or in duties attendant to such office and such other senior management position as the Board determines. Executive will (i) be responsible for, and, along with the CEO and any other Co-Chief Investment Officer, have authority over, the Company’s investment functions and (ii) have such other managerial duties and responsibilities with the Corporation, its affiliates, subsidiaries or divisions as are reasonably may be assigned to him by the CEO or the Board of Directors of the Company (the “Corporation. The Board of Directors”) (not inconsistent in any significant respect with Directors shall also appoint the duties and responsibilities typically assigned executive to be a senior executive member of a publicly-traded XXXX). b. During the Term of Employment, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, such subsidiaries or affiliates of the Company as the Board of Directors may, from and Executive agrees to serve as such. (b) Executive will devote all his business time and attention to time, reasonably request. For purposes of this Agreement, the term “affiliate” will have the meaning ascribed thereto as business and affairs of the Effective Date in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Act”). c. During the Term of Employment, Executive will serve the Company faithfully, diligently Corporation and its subsidiaries consistent with his position and shall faithfully perform his duties to the best of his ability and will devote substantially all in accordance with the direction and orders of his time and efforts to his employment and the performance Board of his duties under this AgreementDirectors of the Corporation. Nothing herein will herein, however, shall preclude Executive from engaging in charitable and community affairs and managing his personal, financial and legal affairs, so long as or giving attention to Executive's investments, or by serving on the Board of Directors of a for-profit corporation to the extent that this service is not detrimental to the Corporation and the Board of Directors of the Corporation has consented thereto (such consent not to be unreasonably withheld), provided that such activities do not materially interfere with his carrying out the performance of his duties and responsibilities under this Agreement. Notwithstanding enumerated herein, and provided further, that the foregoing, any Board of Directors of the Corporation may annually review the Executive's service on civicother Boards of Directors and remove its consent thereto annually. (c) Except as otherwise specifically stated herein, educational, philanthropic or charitable boards or committees Executive shall be subject to prior approval all of the requirements and provisions described in the Corporation's employee handbook or personnel manual and the policies of corporate governance established by the CEOBoard of Directors, as they may be amended from time-to-time. During If a provision in any policy conflicts with this Agreement, the Term terms of Employmentthis Agreement shall prevail. (d) Following any termination of the Executive's employment, upon the request of the Corporation, the Executive shall perform reasonably cooperate with the Corporation in all matters relating to the winding up of pending work on behalf of the Corporation and the orderly transfer of work to other employees of the Corporation. The Executive shall also reasonably cooperate in the defense of any action brought by any third party against the Corporation that relates in any way to the Executive's acts or omissions while employed by the Corporation. The Corporation shall reimburse the Executive for his duties reasonable out-of-pocket costs, and responsibilities principally lost wages, if any, as permitted by law, incurred in New York Citycooperating with the Corporation.

Position, Duties and Responsibilities. a. (a) During the Term of Employment, Executive will continue to be employed full time by the Company and will serve as the Co-Executive Vice President and Chief Investment Officer Officer, responsible for the Acquisitions, Investment Management and Credit Divisions of the Company, and reporting directly to the Chief Executive Officer of the Company (the “CEO”). In this capacity, or in such other senior management position as Executive shall have the Board determines. Executive will (i) be responsible forduties, and, along with the CEO and any other Co-Chief Investment Officer, have authority over, the Company’s investment functions and (ii) have such other duties authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to him by Executive as the CEO or the Board of Directors of the Company (the “Board of Directors”) (shall designate from time to time that are not inconsistent in any significant respect with the duties and responsibilities typically assigned to a senior executive of a publicly-traded XXXX)Executive’s position. b. (b) During the Term of Employment, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, the REIT and such subsidiaries or affiliates Subsidiaries of the Company REIT as the Board of Directors of the REIT (the “Board”) or the CEO may, from time to time, reasonably request. For purposes of this Agreement, the term “affiliate” will have the meaning ascribed thereto as of the Effective Date in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Act”). c. (c) During the Term of Employment, Executive will serve the Company faithfully, diligently diligently, and to the best of his ability and will devote substantially all of his business time and efforts attention to his employment and the performance of his duties under this Agreement. Nothing herein will preclude hereunder, and shall have no other employment (unless approved by the Board; provided, however, that Executive from engaging may (i) participate in charitable trade associations or industry organizations in furtherance of the Company’s interests, (ii) engage in charitable, civic, educational or political activities; (iii) engage in passive personal investment activities for himself and community affairs and managing his personalfamily; or (iv) accept directorships or similar positions, financial and legal affairswhich directorships or similar positions must be approved in advance by the CEO (together, the “Personal Activities”)), in each case so long as such activities the Personal Activities do not materially interfere unreasonably interfere, individually or in the aggregate, with his carrying out his the performance of Executive’s duties and responsibilities to the Company under this Agreement or the restrictive covenants set forth in Section 9 of this Agreement. Notwithstanding the foregoing, any service on civic, educational, philanthropic or charitable boards or committees shall be subject to prior approval by the CEO. . (d) During the Term of Employment, Executive shall perform his the services required by this Agreement in Tampa, Florida (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities principally in New York Cityhereunder.

Position, Duties and Responsibilities. a. During At all times during the Term Employment Term, Rhein shall: (a) Hold the position of Employment, Executive will be employed as the Co-Chief Investment Officer of the Company, reporting directly to the President and Chief Executive Officer of the Company reporting to the Board; (b) Have those duties and responsibilities, and the “CEO”)authority, or in customarily possessed by the Chief Executive Officer of a major corporation and such other senior management additional duties as may be assigned to Rhein from time to time by the Board which are consistent with the position of Chief Executive Officer of a major corporation; (c) For so long as Rhein shall serve as Chief Executive Officer of the Company, be nominated by the Board for election as a Director at such time as the Board determines. Executive will (i) be responsible for, and, along with nominees for the CEO and any other Co-Chief Investment Officer, have authority over, the Company’s investment functions and (ii) have such other duties and responsibilities as are reasonably assigned to him by the CEO or the Board class of Directors of which Rhein is a member (as of the Company Effective Date, Class C) are being proposed for election at the annual meeting of shareholders of the Company; (d) Adhere to such reasonable written policies and directives as may be promulgated from time to time by the “Board and which are applicable to executive officers of Directors”the Company; and (e) Devote Rhein's entire business time, energy, and talent (not inconsistent subject to vacation time in any significant respect accordance with the duties Company's policy applicable to executive officers, illness or injury) to the business, and responsibilities typically assigned to a senior executive the furtherance of a publicly-traded XXXX). b. During the Term purposes and objectives, of Employmentthe Company, Executive willand neither directly nor indirectly act as an employee of or render any business, commercial, or professional services to any other person, firm or organization for compensation, without additional compensationthe prior written approval of the Board. Nothing in this Agreement shall preclude Rhein from devoting reasonable periods of time to charitable and community activities or the management of Rhein's investment assets, also serve provided such activities do not interfere with the performance by Rhein of Rhein's duties hereunder. Furthermore, service by Rhein on the board boards of directors of, serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, such subsidiaries or of up to two (2) noncompeting companies (in addition to affiliates of the Company as the Board of Directors may, from time Company) shall not be deemed to time, reasonably request. For purposes be a violation of this Agreement, the term “affiliate” will have the meaning ascribed thereto as of the Effective Date in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Act”). c. During the Term of Employment, Executive will serve the Company faithfully, diligently and to the best of his ability and will devote substantially all of his time and efforts to his employment and provided such service does not interfere with the performance of his Rhein's duties under this Agreement. Nothing herein will preclude Executive from engaging in charitable and community affairs and managing his personal, financial and legal affairs, so long as such activities do not materially interfere with his carrying out his duties and responsibilities under this Agreement. Notwithstanding the foregoing, any service on civic, educational, philanthropic or charitable boards or committees shall be subject to prior approval by the CEO. During the Term of Employment, Executive shall perform his duties and responsibilities principally in New York Cityhereunder.

Position, Duties and Responsibilities. a. During (a) The Executive shall serve as, and with the Term title, offices and authority of Employment, the President and Chief Executive will be employed as the Co-Chief Investment Officer of the Company, reporting directly . The Company shall also cause the Executive to be appointed to the offices of the President and Chief Executive Officer of Sovereign Bank, a Federal Savings Bank and wholly-owned subsidiary of the Company (the “CEOBank”), ) unless otherwise precluded by a governing bank or in such other senior management position as the Board determinesregulatory authority. Executive will (i) be responsible for, and, along with the CEO and any other Co-Chief Investment Officer, have authority overFurther, the Company’s investment functions and (ii) Executive shall have such other duties and responsibilities executive titles as are reasonably assigned may be given to him from time to time by the CEO or the Board of Directors of the Company (Bank or of any affiliate. The Executive shall have all the “Board powers and duties conferred upon the President and Chief Executive Officer pursuant to the Company’s Bylaws, subject only to the control of Directors”) (not inconsistent in any significant respect with the duties and responsibilities typically assigned to a senior executive of a publicly-traded XXXX). b. During the Term of Employment, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, such subsidiaries or affiliates of the Company as the Board of Directors may, from time to time, reasonably request. For purposes of this Agreement, the term “affiliate” will have the meaning ascribed thereto as of the Effective Date in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “ActBoard”). The Executive shall report directly to the Board. c. During the Term of Employment, (b) The Executive will serve the Company faithfully, diligently and agrees to the best of his ability and will devote substantially all of his time business time, efforts and efforts skills to his employment and the performance of his duties under this Agreement. Nothing herein will preclude Executive from engaging in charitable and community affairs and managing his personal, financial and legal affairs, so long as such activities do not materially interfere with his carrying out his duties and responsibilities under this Agreement. Notwithstanding ; provided, however, that nothing in this Agreement shall preclude the foregoing, any service on civicExecutive from devoting reasonable periods required for participating in professional, educational, philanthropic philanthropic, or charitable boards community activities or committees managing his personal investments or other personal business. The Executive shall be permitted to serve on the board of directors of the Shelburne Museum and, subject to the prior written approval by of the CEO. During Board, the Term boards of Employment, directors of other corporations or organizations. (c) The Executive shall perform his duties at the offices of the Company located in Boston, Massachusetts, but from time to time the Executive may be required to travel to other locations in the proper conduct of his responsibilities under this Agreement. The Executive shall be reimbursed for all business and responsibilities principally travel expenses in New York Cityaccordance with Company’s policies for expense reimbursement.

Position, Duties and Responsibilities. a. 3.1. During the Term of EmploymentTerm, Executive will be employed shall serve as the Co-Chief Investment Technology Officer of the Company, reporting . Executive shall report solely and directly to the Company’s Chief Executive Science Officer of the Company (the “CEO”), or in such other senior management position as Board of Directors (the “Board”) and the Chairman of the Board determines(the “Chairman”). During the Term, Executive will (i) be responsible forshall have such responsibilities, and, along duties and authorities as commensurate with the CEO persons in similar capacities in similarly sized and any other Co-Chief Investment Officer, have authority over, the Company’s investment functions situated companies and (ii) have such other duties and responsibilities as are reasonably assigned the CEO, Board and/or the Chairman shall designate. 3.2. In the performance of all of his responsibilities hereunder, Executive shall be subject to him by all of the CEO or the Board of Directors Company's policies, rules, and regulations. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company (to be subject to and abide by, all policies and procedures developed by the “Board CEO, Board, the Chairman, any executive committee of Directors”) (not inconsistent in any significant respect with the duties and responsibilities typically assigned to a Board, or senior executive management of a publicly-traded XXXX)the Company. b. 3.3. During the Term of Employmentunless otherwise agreed by the CEO, Board and/or Chairman, Executive willshall devote his full attention and expend his best efforts, without additional compensationenergies, also serve and skills on a full-time basis, to the board of directors of, serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, such subsidiaries or affiliates business of the Company as and any corporation controlled by the Board of Directors mayCompany (each, a "Subsidiary"). The Company acknowledges that Executive may from time to time, reasonably requesttime be engaged in other business activities separate from and outside the scope of the business of the Company. The Company agrees that the devotion of reasonable amounts of time to such other business activities will not violate the terms of this Agreement on the conditions that (i) such activities are not corporate opportunities of the Company; and (ii) such activities do not materially interfere with the performance of Executive's duties hereunder. For purposes of this Agreement, the term “affiliate” will have the meaning ascribed thereto "Company" shall mean the Company and all Subsidiaries. Without violating this Agreement, Executive may (i) serve in any capacity with any professional, community, industry, civic, educational or charitable organization, (ii) serve as a member of corporate boards of directors on which Executive currently serves and, with the consent of the Effective Date in Rule 12b-2 under the Securities Exchange Act Board (which consent shall not be unreasonably withheld or delayed), other corporate boards of 1934, as amended directors and (the “Act”). c. During the Term of Employment, Executive will serve the Company faithfully, diligently iii) manage his and to the best of his ability and will devote substantially all of his time and efforts to his employment and the performance of his duties under this Agreement. Nothing herein will preclude Executive from engaging in charitable and community affairs and managing his personal, financial family's personal investments and legal affairs, affairs so long as such activities do not materially interfere with his carrying out his duties the discharge of Executive's duties, constitute a corporate opportunity of the Company or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Board, conflict with Executive’s fiduciary duty to the Company or create any appearance thereof, Executive shall, as soon as reasonably practicable considering any fiduciary duty to the other entity, resign from such other board of directors or advisory board after written notice of the conflict is received from the Board. Service on the boards of directors or advisory boards disclosed by Executive to the Company on which he is serving as of the Effective Date are hereby approved. 3.5. Executive agrees to serve without additional compensation as an officer and responsibilities director of any of the Company’s subsidiaries, affiliates, and joint venture entities and agrees that any amounts received from such corporation may be offset against the amounts due under this Agreement. Notwithstanding the foregoing, any service on civic, educational, philanthropic or charitable boards or committees shall be subject to prior approval by the CEO. During the Term of Employment, Executive shall perform his duties and responsibilities principally in New York City.

Position, Duties and Responsibilities. a. During (a) The Executive shall serve as, and with the Term of Employmenttitle, Executive will be employed as office and authority of, the Co-Chief Investment Officer of the Company, reporting directly to the President and Chief Executive Officer of the Company Company. The Executive shall also hold similar titles, offices and authority with the Company’s subsidiaries, as directed by the Company’s Board of Directors (the “CEO”), or in such other senior management position as the Board determines. Executive will (i) be responsible for, and, along with the CEO and any other Co-Chief Investment Officer, have authority over, the Company’s investment functions and (ii) have such other duties and responsibilities as are reasonably assigned to him by the CEO or the Board of Directors of the Company (the “Board of DirectorsBoard”) (not inconsistent in any significant respect with the duties and responsibilities typically assigned to a senior executive of a publicly-traded XXXX). b. During the Term of Employment, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, such subsidiaries or affiliates of the Company as the Board of Directors may, from time to time. (b) The Executive shall have all powers, reasonably request. For purposes authority, duties and responsibilities usually incident to the positions and offices of this Agreement, the term “affiliate” will have the meaning ascribed thereto as President and Chief Executive Officer of the Effective Date in Rule 12b-2 under Company. The Executive shall report directly to the Securities Exchange Act of 1934, as amended (the “Act”)Board. c. During (c) The Executive shall continue as a member of the Term of Employment, Executive will serve Board for so long as he is duly elected as such and the Company faithfully, diligently and shall nominate the Executive for re-election to the best Board upon the expiration of his ability and will each of the Executive’s terms as a director that occurs during the Agreement Term. (d) The Executive agrees to devote substantially all of his time business time, efforts and efforts skills to his employment and the performance of his duties under this Agreement. Nothing herein will preclude Executive from engaging in charitable and community affairs and managing his personal, financial and legal affairs, so long as such activities do not materially interfere with his carrying out his duties and responsibilities under this Agreement. Notwithstanding ; provided, however, that nothing in this Agreement shall preclude the foregoing, any service on civicExecutive from devoting reasonable periods required for (i) participating in professional, educational, philanthropic philanthropic, public interest, charitable, social or charitable boards community activities, (ii) serving as a director or committees shall be member of an advisory committee of any corporation or other entity that the Executive is serving on as of the Effective Date or, subject to prior approval by of the CEO. During Board, any other corporation or entity that is not in competition with the Term Company, or (iii) managing his personal investments; provided, further, that any such activities set forth in clauses (i) through (iii) above do not materially interfere with the Executive’s regular performance of Employment, his duties and responsibilities hereunder. (e) The Executive shall perform his duties and at the offices of the Company located in Raleigh, North Carolina, but from time to time the Executive may be required to travel to other locations in the proper conduct of his responsibilities principally in New York Cityunder this Agreement.

Position, Duties and Responsibilities. a. (a) During the Term of Employment, the Executive will shall be employed as the Co-Chief Investment Officer of the Company, reporting directly to the President and Chief Executive Officer of the Company (and shall have such duties, responsibilities and authority as shall be reasonably determined from time to time by the “CEO”)Board commensurate with his position as President and Chief Executive Officer of a publicly traded company. The Executive shall perform his services as President and Chief Executive Officer primarily from the Company’s headquarters, which are currently located in Burlington, Massachusetts, or in such other senior management position location approved by the Board, and travelling as required by the Board determinesExecutive’s job duties. The Executive agrees that he will rent or purchase a residence in the vicinity of the Company’s headquarters. Further, the Executive shall (i) be responsible for, and, along with serve on such boards of directors of subsidiaries of the CEO and any other Co-Chief Investment Officer, have authority over, the Company’s investment functions and Company and/or (ii) have hold such other duties corporate officer titles and responsibilities as are reasonably assigned to him by the CEO or the Board of Directors positions of the Company (and any of its subsidiaries, as may be requested by the “Board of Directors”) (not inconsistent in its sole discretion, in any significant respect with the duties and responsibilities typically assigned to a senior executive of a publicly-traded XXXX). b. During the Term of Employment, Executive will, such case without additional compensationcompensation therefor. The Executive, also serve on the board of directors of, serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, such subsidiaries or affiliates of the Company as the Board of Directors may, from time to time, reasonably request. For purposes of this Agreement, the term “affiliate” will have the meaning ascribed thereto as of the Effective Date in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Act”). c. During the Term of Employment, Executive will serve the Company faithfully, diligently and to the best of his ability and will devote substantially all of his time and efforts to his employment and the performance of carrying out his duties under this Agreement. Nothing herein will preclude Executive from engaging in charitable and community affairs and managing his personal, financial and legal affairs, so long as such activities do not materially interfere with his carrying out his duties and responsibilities under this Agreement. Notwithstanding shall report directly to the foregoing, any service on civic, educational, philanthropic or charitable boards or committees shall be subject to prior approval by the CEOBoard. During the Term of Employment, the Company shall nominate the Executive in accordance with the terms of the Company’s Bylaws and its corporate governance guidelines and recommend that the Executive be elected as a member of the Board. Except as may in the future be mutually agreed by the Board and the Executive, all employees of the Company (other than the members of the Company’s internal audit department) shall report to the Executive or one of his direct reports. During the Term of Employment, subject to Section 3(b) and except for permitted vacation periods and reasonable periods of illness, the Executive shall perform devote substantially all of his business time and attention to the performance of his duties hereunder and shall use his reasonable best efforts, skills and abilities to promote the Company’s interests. (b) Nothing herein shall preclude the Executive from (i) continuing to serve as a director and advisor on the board of directors of the corporations and entities set forth on Schedule I hereto, (ii) serving on any other board of directors with the prior express written consent of the Board, (iii) serving on the boards of a reasonable number of trade associations and civic or charitable organizations and (iv) managing personal investments, so long as such activities set forth in this Section 3(b) do not conflict or materially interfere with the effective discharge of his duties and responsibilities principally under Section 3(a) above. (c) For so long as the Executive is providing services to the Company, the Executive agrees that CG Core Value Fund, L.P. (the “Fund”) shall not make any investment in New York City(i) the Company or (ii) any entity listed on Schedule II hereto and that the Executive shall not provide services to the The Circumference Group LLC or the Fund (other than in his capacity as a board member or in order to manage his personal investments as contemplated by Section 3(b)(iv) hereof)).

Position, Duties and Responsibilities. a. (a) During the Term of Employment, Executive will be employed as the Co-Chief Investment Legal Officer of the Company, reporting directly to the Chief Executive Officer of the Company (the “CEO”), or in such other senior management position as the Board determines. Executive will (i) be responsible for, and, along with the CEO and any other Co-Chief Investment OfficerCEO, have authority over, the Company’s investment functions legal functions, and (ii) have such other duties and responsibilities as are reasonably assigned to him by the CEO or the Board of Directors of the Company (the “Board of Directors”) (not inconsistent in any significant respect with the duties and responsibilities typically assigned to a senior executive the chief legal officer of a publicly-traded XXXXREIT). b. (b) During the Term of Employment, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, such subsidiaries or affiliates of the Company as the Board of Directors may, from time to time, reasonably request. For purposes of this Agreement, the term “affiliate” will have the meaning ascribed thereto as of the Effective Date in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Act”)amended. c. (c) During the Term of Employment, Executive will serve the Company faithfully, diligently and to the best of his ability and will devote substantially all of his time and efforts to his employment and the performance of his duties under this Agreement. Nothing herein will preclude Executive from engaging in charitable and community affairs and managing his personal, financial and legal affairs, so long as such activities do not materially interfere with his carrying out his duties and responsibilities under this Agreement. Notwithstanding the foregoing, any service on civic, educational, philanthropic or charitable boards or committees shall be subject to prior approval by the CEO. During the Term of Employment, Executive shall perform his duties and responsibilities principally in New York City.

Position, Duties and Responsibilities. a. (a) During the Term of EmploymentTerm, Executive will be employed shall serve as the Co-Chief Investment Officer of the Company, reporting directly to the Chief Executive Officer of the Company Company. Executive’s principal work location shall be at the Company’s offices at 00 Xxxxxxxx Xxxxx, Xxxxxxxxx, XX XXX. Executive shall report directly and solely to the Board of Directors of Diamond S Shipping Inc., a Xxxxxxxx Islands corporation (the “CEOParent”), or in such other senior management position as the Board determines. Executive will ) (i) be responsible for, and, along with the CEO and any other Co-Chief Investment Officer, have authority over, the Company’s investment functions and (ii) have such other duties and responsibilities as are reasonably assigned to him by the CEO or the Board of Directors of the Company (Parent, hereinafter the “Board of DirectorsBoard”) (not inconsistent in any significant respect with and shall have the duties and responsibilities typically customarily assigned to a senior the chief executive officer of a publicly-traded XXXX)public company operating in the Company’s industry. b. (b) During the Term of EmploymentTerm, Executive willshall devote substantially all his working time to the business of the Company and the Parent, without additional compensationand each and all of the Company’s and the Parent’s respective direct and indirect affiliates and subsidiaries (collectively, also serve on the board “Company Group”). Notwithstanding the foregoing, it shall not be a violation of directors of, this Agreement for Executive to (i) serve as a director or an officer of, and/or perform such executive or otherwise participate in, non-profit, educational, social welfare, religious and consulting services forcivic organizations, or on behalf of, such subsidiaries or affiliates (ii) subject to the advance written approval of the Company Board (or the applicable committee or sub-committee to which such power has been delegated), serve as the Board a director of Directors maya for-profit entity or (iii) manage his personal, from time to time, reasonably request. For purposes of this Agreement, the term “affiliate” will have the meaning ascribed thereto as of the Effective Date in Rule 12b-2 under the Securities Exchange Act of 1934, as amended financial (the “Act”). c. During the Term of Employment, Executive will serve the Company faithfully, diligently and to the best of his ability extent Executive makes passive investments only) and will devote substantially all of his time and efforts to his employment and legal affairs, in each case, so long as any such activities do not unreasonably interfere with the performance of his duties under this Agreement. Nothing herein will preclude Executive from engaging in charitable and community affairs and managing his personal, financial and legal affairs, so long as such activities do not materially interfere with his carrying out his duties and responsibilities to the Company and the Company Group and comply with the conflict-of-interest policies established by the Company and the members of the Company Group. (c) Executive shall at all times comply with and be subject to all applicable law, rules and regulations and such policies and procedures as the Company, the Parent and Diamond S Management LLC, a limited liability company organized under this Agreementthe laws of Delaware (the “Delaware Entity”) may establish from time to time for the executives of the Company, the Parent and the Delaware Entity, including, without limitation the Code of Business Conduct and Ethics as adopted by the Parent, and, to the extent made known to Executive in writing, any other policy adopted by a member of the Company Group applicable to Executive, in each case as amended from time to time. (d) Executive acknowledges and agrees that Executive has a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Company and the Company Group and to do no act that could, directly or indirectly, injure the business, interests, or reputation of the Company or the members of the Company Group. Notwithstanding In furtherance of the foregoing, any service on civicExecutive will present to the Board or other member of management all material business opportunities or ventures made known to Executive, educationalindependently or with others, philanthropic that are within the business purposes of the Company and/or the Company Group, including, without limitation, opportunities that may compete with the Company or charitable boards or committees shall the members of the Company Group and could reasonably be subject expected to prior approval be implemented by the CEO. During Company and/or the Term of Employment, Executive shall perform his duties and responsibilities principally in New York CityCompany Group.

Position, Duties and Responsibilities. a. During As of the Term of EmploymentEffective Date, the Executive will shall be employed as the Co-Chief Investment Officer of the Company, reporting directly to the Chief Executive Officer of the Company (the “CEO”), or in such other senior management reasonably comparable position as the Board determinesmay determine from time to time. Executive will (i) be responsible for, and, along with the CEO and any other Co-Chief Investment Officer, have authority overIn this capacity, the Company’s investment functions Executive shall be assigned such duties and (ii) have responsibilities inherent in such position and such other duties and responsibilities as are reasonably assigned to him by the CEO or the Board of Directors of the Company (the “Board of Directors”) (not inconsistent in any significant respect with the duties and responsibilities typically assigned to a senior executive of a publicly-traded XXXX). b. During the Term of Employment, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, such subsidiaries or affiliates of the Company as the Board of Directors may, shall from time to time, time reasonably requestassign to him. For purposes of this Agreement, the term “affiliate” will have the meaning ascribed thereto as of the Effective Date in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Act”). c. During the Term of Employment, The Executive will shall serve the Company faithfully, diligently conscientiously, and to the best of his the Executive’s ability and will shall promote the interests and reputation of the Company. The Executive shall devote substantially all of his time the Executive’s time, attention, knowledge, energy and efforts skills during normal working hours, and at such other times as the Executive’s duties may reasonably require, to his employment and the performance duties of his duties under this Agreementthe Executive’s employment; provided, however, that the Executive may (a) serve on civic or charitable boards or committees, or (b) with the approval of the Board, serve on corporate boards or committees. Nothing herein will preclude The Executive from engaging shall report to the Board in charitable and community affairs and managing his personal, financial and legal affairs, so long as such activities do not materially interfere with his carrying out his duties and responsibilities under this Agreement. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein that may be adopted from time to time. The Executive shall also continue to serve as a member and Chairman of the Board of Directors. Notwithstanding the foregoing, at any service time (i) prior to April 30, 2010, with the mutual agreement of the Compensation Committee, or (ii) on civicor after April 30, educational2010, philanthropic or charitable boards or committees shall be subject to prior approval by in the CEO. During Executive’s sole discretion, the Executive may relinquish his role as Chief Executive Officer of the Company and serve only as non-executive Chairman of the Board and Lead Director for the remainder of the Term of EmploymentEmployment (the “Director Transition Period”). If the Executive relinquishes the Chief Executive Officer position in his sole discretion, Executive he shall perform his duties and responsibilities principally provide written notice to the Company in New York Cityaccordance with Section 22 below at least fifteen (15) calendar days prior to the date on which he shall relinquish such position.

Position, Duties and Responsibilities. a. (a) During the Term of Employment, Executive will be employed as the Co-Chief Investment Operating Officer of the Company, reporting directly to the Company’s Chief Executive Officer of the Company (the “CEO”), or in such other senior management position as the Board determines. Executive will (i) be responsible for, and, along with the CEO and any other Co-Chief Investment OfficerCEO, have authority over, the Company’s investment functions operations, and (ii) have such other duties and responsibilities as are reasonably assigned to him by the CEO or the Board of Directors of the Company (the “Board of Directors”) (not inconsistent in any significant respect with the duties and responsibilities typically assigned to a senior executive the chief operations officer of a publicly-traded XXXXREIT). b. (b) During the Term of Employment, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, such subsidiaries or affiliates of the Company as the Board of Directors may, from time to time, reasonably request. For purposes of this Agreement, the term “affiliate” will have the meaning ascribed thereto as of the Effective Date in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Act”)amended. c. (c) During the Term of Employment, Executive will serve the Company faithfully, diligently and to the best of his ability and will devote substantially all of his time and efforts to his employment and the performance of his duties under this Agreement. Nothing herein will preclude Executive from engaging in charitable and community affairs and managing his personal, financial and legal affairs, so long as such activities do not materially interfere with his carrying out his duties and responsibilities under this Agreement. Notwithstanding the foregoing, any service on civic, educational, philanthropic or charitable boards or committees shall be subject to prior approval by the CEO. During the Term of Employment, Executive shall perform his duties and responsibilities principally in New York City.

Position, Duties and Responsibilities. a. (a) During the Term of Employment, Executive will be employed as the Co-Chief Investment Financial Officer of the Company, reporting directly to the Chief Executive Officer of the Company (the “CEO”), or in such other senior management position as the Board determines. Executive will (i) be responsible for, and, along with the CEO and any other Co-Chief Investment OfficerCEO, have authority over, the Company’s investment functions financial functions, and (ii) have such other duties and responsibilities as are reasonably assigned to him by the CEO or the Board of Directors of the Company (the “Board of Directors”) (not inconsistent in any significant respect with the duties and responsibilities typically assigned to a senior executive the chief financial officer of a publicly-traded XXXXREIT). b. (b) During the Term of Employment, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, such subsidiaries or affiliates of the Company as the Board of Directors may, from time to time, reasonably request. For purposes of this Agreement, the term “affiliate” will have the meaning ascribed thereto as of the Effective Date in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Act”)amended. c. (c) During the Term of Employment, Executive will serve the Company faithfully, diligently and to the best of his ability and will devote substantially all of his time and efforts to his employment and the performance of his duties under this Agreement. Nothing herein will preclude Executive from engaging in charitable and community affairs and managing his personal, financial and legal affairs, so long as such activities do not materially interfere with his carrying out his duties and responsibilities under this Agreement. Notwithstanding the foregoing, any service on civic, educational, philanthropic or charitable boards or committees shall be subject to prior approval by the CEO. During the Term of Employment, Executive shall perform his duties and responsibilities principally in New York City.

Position, Duties and Responsibilities. Exhibit 10.3 a. During the Term of Employment, Executive will be employed as the Co-Chief Investment Financial Officer of the Company, reporting directly to the Chief Executive Officer of the Company (the “CEO”), or in such other senior management position as the Board determines. Executive will (i) be responsible for, and, along with the CEO and any other Co-Chief Investment OfficerCEO, have authority over, the Company’s investment functions financial functions, and (ii) have such other duties and responsibilities as are reasonably assigned to him by the CEO or the Board of Directors of the Company (the “Board of Directors”) (not inconsistent in any significant respect with the duties and responsibilities typically assigned to a senior executive the chief financial officer of a publicly-traded XXXX, including serving as the principal financial officer but not the principal accounting officer of the Company for securities law purposes). b. During the Term of Employment, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, such subsidiaries or affiliates of the Company as the Board of Directors may, from time to time, reasonably request. For purposes of this Agreement, the term “affiliate” will have the meaning ascribed thereto as of the Effective Date in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Act”). c. During the Term of Employment, Executive will serve the Company faithfully, diligently and to the best of his ability and will devote substantially all of his time and efforts to his employment and the performance of his duties under this Agreement. Nothing herein will preclude Executive from engaging in charitable and community affairs and managing his personal, financial and legal affairs, so long as such activities do not materially interfere with his carrying out his duties and responsibilities under this Agreement. Notwithstanding the foregoing, any service on civic, educational, philanthropic or charitable boards or committees shall be subject to prior approval by the CEO. During the Term of Employment, Executive shall perform his duties and responsibilities principally in New York City.

Position, Duties and Responsibilities. a. 3.1. During the Term of EmploymentTerm, Executive will be employed shall serve as the Co-Chief Investment Officer of the Company, reporting directly to the Chief Executive Officer of the Company Company. Executive shall report solely and directly to the Company’s Board of Directors (the “CEOBoard”) and the Chairman of the Board (the “Chairman”). During the Term, or Executive shall have such responsibilities, duties and authorities as commensurate with persons in such other senior management position as the Board determines. Executive will (i) be responsible for, and, along with the CEO similar capacities in similarly sized and any other Co-Chief Investment Officer, have authority over, the Company’s investment functions situated companies and (ii) have such other duties and responsibilities as are reasonably assigned to him by the CEO or the Board and/or the Chairman shall designate. 3.2. In the performance of Directors all of his responsibilities hereunder, Executive shall be subject to all of the Company's policies, rules, and regulations. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company (to be subject to and abide by, all policies and procedures developed by the “Board Board, the Chairman, any executive committee of Directors”) (not inconsistent in any significant respect with the duties and responsibilities typically assigned to a Board, or senior executive management of a publicly-traded XXXX)the Company. b. 3.3. During the Term of Employmentunless otherwise agreed by the Board and/or Chairman, Executive willshall devote his full attention and expend his best efforts, without additional compensationenergies, also serve and skills on a full-time basis, to the board of directors of, serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, such subsidiaries or affiliates business of the Company as and any corporation controlled by the Board of Directors mayCompany (each, a "Subsidiary"). The Company acknowledges that Executive may from time to time, reasonably requesttime be engaged in other business activities separate from and outside the scope of the business of the Company. The Company agrees that the devotion of reasonable amounts of time to such other business activities will not violate the terms of this Agreement on the conditions that (i) such activities are not corporate opportunities of the Company; and (ii) such activities do not materially interfere with the performance of Executive's duties hereunder. For purposes of this Agreement, the term “affiliate” will have the meaning ascribed thereto "Company" shall mean the Company and all Subsidiaries. Without violating this Agreement, Executive may (i) serve in any capacity with any professional, community, industry, civic, educational or charitable organization, (ii) serve as a member of corporate boards of directors on which Executive currently serves and, with the consent of the Effective Date in Rule 12b-2 under the Securities Exchange Act Board (which consent shall not be unreasonably withheld or delayed), other corporate boards of 1934, as amended directors and (the “Act”). c. During the Term of Employment, Executive will serve the Company faithfully, diligently iii) manage his and to the best of his ability and will devote substantially all of his time and efforts to his employment and the performance of his duties under this Agreement. Nothing herein will preclude Executive from engaging in charitable and community affairs and managing his personal, financial family's personal investments and legal affairs, affairs so long as such activities do not materially interfere with his carrying out his duties the discharge of Executive's duties, constitute a corporate opportunity of the Company or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Board, conflict with Executive’s fiduciary duty to the Company or create any appearance thereof, Executive shall, as soon as reasonably practicable considering any fiduciary duty to the other entity, resign from such other board of directors or advisory board after written notice of the conflict is received from the Board. Service on the boards of directors or advisory boards disclosed by Executive to the Company on which he is serving as of the Effective Date are hereby approved. 3.5. Executive agrees to serve without additional compensation as an officer and responsibilities director of any of the Company’s subsidiaries, affiliates, and joint venture entities and agrees that any amounts received from such corporation may be offset against the amounts due under this Agreement. Notwithstanding the foregoing, any service on civic, educational, philanthropic or charitable boards or committees shall be subject to prior approval by the CEO. During the Term of Employment, Executive shall perform his duties and responsibilities principally in New York City.

Position, Duties and Responsibilities. a. During (a) You shall be the Term President and CEO of Employment, Executive the Company and shall in such capacity report directly to the Company’s Board of Directors (the “Board”). Your duties and responsibilities will be employed determined from time to time by the Board, and will be consistent with your position as President and Chief Executive Officer. You will carry out your duties and responsibilities based primarily at the Co-Company’s headquarters in Princeton, New Jersey. (b) After commencement of employment with the Company, you shall be appointed as a Class II member of the Board of Directors serving until the 2008 Annual Meeting of Shareholders and shall serve on such committees of the Board as elected or appointed by the Board. If the Nominating and Corporate Governance Committee, in its sole discretion, recommends to the Board to change the current governance structure to permit the Chief Investment Executive Officer to also serve as Chairman of the Board and the Board adopts such a recommendation, you will receive strong consideration to be nominated as Chairman of the Board. (c) You shall devote your full business time, ability and attention to the business of the Company, reporting directly and shall not engage in or perform duties for any other person or entity which interferes with the performance of your duties hereunder. It is desirable for you to hold board of director positions on outside civic organizations, and reasonable time will be made available to fulfill your duties in that regard as long as those activities do not interfere significantly with the performance of your duties hereunder. Any outside commercial board of directors’ positions will be subject to approval by the Board or the Nominating and Corporate Governance Committee, as the case may be. You agree to abide by the decisions made by the Nominating and Corporate Governance Committee in this regard. (d) You agree to sign the Company’s standard proprietary information agreement for employees which is included as Appendix A. (e) During the Term, as defined in Section 7(a) below, and for twelve (12) months thereafter, or, if employment is terminated by either party for any reason prior to the Chief Executive Officer end of the Term as defined in Section 7(a), for twelve (12) months following such termination, without the consent of the Nominating and Corporate Governance Committee of the Board of Directors, you may not: (i) directly or indirectly engage in, or have any interest in, any business (whether as employee, officer, director, agent, a five percent (5%) or greater security holder, creditor, consultant, or otherwise) that competes directly with the business of the Company (as such business may exist during the “CEO”Term); or (ii) whether for yourself or on behalf of any other person or company, directly or indirectly, solicit orders for the creation of antibodies in transgenic animals from any person or company, who at any time within the year prior to the end of the Term was a licensee, collaborator or customer of the Company; or (iii) directly or indirectly induce or solicit any other employee of the Company to terminate his or her employment with the Company for the purpose of joining another company in which you have an interest (whether as an employee, officer, director, agent, a five percent (5%) or greater security holder, creditor, consultant, or otherwise); provided, however, that (iv) if a Change in such other senior management position as Control of the Board determines. Executive will (i) be responsible for, and, along with the CEO and any other Co-Chief Investment Officer, have authority over, Company occurs that was not recommended to the Company’s investment functions and (ii) have such other duties and responsibilities as are reasonably assigned to him by the CEO or the Board of Directors of the Company (the “Board of Directors”) (not inconsistent in any significant respect with the duties and responsibilities typically assigned to a senior executive of a publicly-traded XXXX). b. During the Term of Employment, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, such subsidiaries or affiliates of the Company as the Board of Directors may, from time to time, reasonably request. For purposes of this Agreement, the term “affiliate” will have the meaning ascribed thereto as of the Effective Date in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Act”). c. During the Term of Employment, Executive will serve the Company faithfully, diligently and to the best of his ability and will devote substantially all of his time and efforts to his employment and the performance of his duties under this Agreement. Nothing herein will preclude Executive from engaging in charitable and community affairs and managing his personal, financial and legal affairs, so long as such activities do not materially interfere with his carrying out his duties and responsibilities under this Agreement. Notwithstanding the foregoing, any service on civic, educational, philanthropic or charitable boards or committees shall be subject to prior shareholders for approval by the CEOIncumbent Board and your employment is terminated without Cause or by you for Good Reason, the restrictions on future activities described above in Section 1(e)(i), 1(e)(ii) and 1(e)(iii) will lapse immediately upon your termination. During You acknowledge that there may be circumstances in which your breach of any covenant set forth in this Section 1(e) could cause harm to the Term Company which may not be compensable by monetary damages alone, and which could potentially entitle the Company to injunctive relief. However, by acknowledging this possibility, you are not agreeing to waive your right to require the Company to meet its evidentiary burdens as required by law in any cause of Employment, Executive shall perform his duties and responsibilities principally in New York Cityaction brought by the Company seeking such injunctive relief.

Position, Duties and Responsibilities. a. During At all times during the Term Employment Term, the Executive shall: (a) Hold the position of Employmentthe Company’s highest ranking executive officer reporting to the Board, which position, at the time of this Agreement, is its President and Chief Executive will Officer; (b) Have those duties and responsibilities, and the authority, customarily possessed by the highest ranking executive officer of a major corporation and such additional duties as may be employed assigned to the Executive from time to time by the Board which are consistent with the position of President and Chief Executive Officer of a major corporation; (c) Continue as a Director immediately upon the execution of this Agreement, and for so long as the Co-Chief Investment Officer Executive shall serve as the highest ranking executive officer of the Company, reporting directly to he shall be nominated by the Chief Executive Officer of the Company Corporate Governance and Nominating Committee (the “CEO”), or in such other senior management position as its successor) and the Board determines. Executive will (i) be responsible for, and, along with for re-election as a Director at such time as nominees are being proposed for election at the CEO and any other Co-Chief Investment Officer, have authority over, the Company’s investment functions and (ii) have such other duties and responsibilities as are reasonably assigned to him by the CEO or the Board annual meeting of Directors of the Company (the “Board of Directors”) (not inconsistent in any significant respect with the duties and responsibilities typically assigned to a senior executive of a publicly-traded XXXX). b. During the Term of Employment, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, such subsidiaries or affiliates shareholders of the Company as long as such nomination does not impair the Board proper exercise of Directors maythe applicable fiduciary duties by such Committee or the Board; (d) Adhere to such reasonable written policies and such reasonable unwritten policies and directives as are of common knowledge to executive officers of the Company, as may be promulgated from time to time by the Board and which are applicable to executive officers of the Company; and (e) Devote the Executive’s entire business time, reasonably requestenergy, and talent (subject to vacation time in accordance with the Company’s policy applicable to executive officers, illness or injury) to the business, and to the furtherance of the purposes and objectives, of the Company, and neither directly nor indirectly act as an executive of or render any business, commercial, or professional services to any other person, firm or organization for compensation, without the prior written approval of the Board. For purposes Nothing in this Agreement shall preclude the Executive from devoting reasonable periods of time to charitable and community activities or the management of the Executive’s investment assets, provided such activities do not unreasonably interfere with the performance by the Executive of the Executive’s duties hereunder. Furthermore, service by the Executive on the boards of directors of up to two (2) noncompeting companies (in addition to affiliates of the Company) shall not be deemed to be a violation of this Agreement, the term “affiliate” will have the meaning ascribed thereto as of the Effective Date in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Act”). c. During the Term of Employment, Executive will serve the Company faithfully, diligently and to the best of his ability and will devote substantially all of his time and efforts to his employment and provided such service does not unreasonably interfere with the performance of his the Executive’s duties under this Agreement. Nothing herein will preclude Executive from engaging in charitable and community affairs and managing his personal, financial and legal affairs, so long as such activities do not materially interfere with his carrying out his duties and responsibilities under this Agreement. Notwithstanding the foregoing, any service on civic, educational, philanthropic or charitable boards or committees shall be subject to prior approval by the CEO. During the Term of Employment, Executive shall perform his duties and responsibilities principally in New York Cityhereunder.

Position, Duties and Responsibilities. a. The Company shall continue to employ the Executive during the Employment Period as its Executive Vice President, Chief Legal and Administrative Officer, Chief Compliance Officer and Secretary. During the Term Employment Period, the Executive’s principal place of Employmentemployment will be his residence in New Hampshire until such time that the Company’s headquarters are relocated, at which time the Executive will be employed as the Co-Chief Investment Officer of required to travel from time to time to the Company, reporting directly ’s headquarters. During the Employment Period: (a) the Executive’s duties and responsibilities shall include such duties commensurate with such position; (b) the Executive shall report to the Company’s Chief Executive Officer Officer; (c) the Executive shall at all times comply with all applicable policies and procedures of the Company (the “CEO”), and its affiliates as in effect or in such other senior management position as the Board determines. Executive will (i) be responsible for, and, along with the CEO and any other Co-Chief Investment Officer, have authority over, the Company’s investment functions and (ii) have such other duties and responsibilities as are reasonably assigned to him by the CEO or the Board of Directors of the Company (the “Board of Directors”) (not inconsistent in any significant respect with the duties and responsibilities typically assigned to a senior executive of a publicly-traded XXXX). b. During the Term of Employment, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, such subsidiaries or affiliates of the Company as the Board of Directors may, amended from time to time, reasonably request. For purposes of this Agreement, ; and (d) the term “affiliate” will have Executive shall perform the meaning ascribed thereto as of the Effective Date in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Act”). c. During the Term of Employment, Executive will serve the Company faithfully, diligently and duties assigned to him hereunder to the best of his ability abilities and will in the best interests of the Company and its affiliates and shall devote substantially all of his time business time, attention and reasonable best efforts to his employment the affairs of the Company and the performance of his duties under this Agreement. Nothing herein will preclude Executive from engaging in charitable and community affairs and managing his personal, financial and legal affairs, so long as such activities do not materially interfere with his carrying out his duties and responsibilities under this Agreementits affiliates. Notwithstanding the foregoing, any service the Executive may serve on civic, educational, philanthropic one or more for-profit or charitable boards or committees shall be subject to prior approval by of directors during the CEO. During Employment Period (“Board Service”), provided that (i) such Board Service does not, in the Term of EmploymentCompany’s good faith judgment, Executive shall perform his materially interfere with the Executive’s duties and responsibilities principally to the Company, (ii) any such entity on whose board the Executive serves does not materially conflict with the business of the Company or any of its affiliates, and (iii) the Executive first seeks and receives the advance written approval of the Company’s Board of Directors (the “Board”) to serve on any such board (which approval shall not be unreasonably delayed or denied). The Executive shall be available to travel domestically and internationally on such occasions as the Executive’s duties or the Company may reasonably require from time to time. As used in New York Citythis Agreement, “affiliate” means, with respect to a given person (including the Company), any other person that owns or controls, is owned or controlled by, or is under common ownership or control with, such person.

Position, Duties and Responsibilities. a. (a) During the Term of Employment, the Executive will shall be employed and serve as the Co-Chief Investment Officer of the Company, reporting directly to the Chief Executive Officer of the Company (the “CEO”), or in such other senior management position or positions as may be agreed upon in writing by the Board determines. Executive will (iand the Company) and, subject to the Chairman's Duties, be responsible for, and, along with for the CEO and any other Co-Chief Investment Officer, have authority over, general management of the affairs of the Company’s investment functions and (ii) have such other duties and responsibilities as are reasonably assigned to him by the CEO or the Board of Directors of the Company (the “Board of Directors”) (not inconsistent in any significant respect with the duties and responsibilities typically assigned to a senior executive of a publicly-traded XXXX). b. . During the Term of Employment, the Company shall nominate the Executive willfor re-election as a director at each annual meeting of shareholders coinciding with the expiration of his term as a director and recommend him for re-election. If elected by the shareholders, without additional compensation, also serve on the board of directors of, he shall serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, such subsidiaries or affiliates a member of the Company as the Board of Directors may, from time to time, reasonably request. For purposes of this Agreement, the term “affiliate” will have the meaning ascribed thereto as of the Effective Date in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Act”). c. During during the Term of Employment. The Executive, Executive will serve the Company faithfullyin carrying out his duties under this Agreement, diligently and shall report to the best of Board. (b) Subject to the Chairman's Duties, the Executive shall perform such duties and carry out such responsibilities incident to his ability position as may be determined from time to time by the Board, which shall be consistent with the duties and will responsibilities customarily performed by persons in a similar executive capacity. The Executive shall devote substantially all of his time business time, attention and efforts skill to his employment and the performance of such duties and responsibilities, and shall use his duties under this Agreementbest efforts to promote the interests of the Company. Nothing Subject to the Chairman's Duties, the Executive shall have all authority commensurate with such position, including, without limitation, authority for decisions on hiring and terminations of Company personnel. All other executive officers of the Company, except the Chief Restructuring Officer, shall report to the Executive. The Executive shall not, without the prior written approval of the Board, engage in any other business activity which is in violation of policies established from time to time by the Company. (c) Anything herein will to the contrary notwithstanding, nothing shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations or the boards of a reasonable number of trade associations and/or charitable organizations (subject to the reasonable approval of the Board), (ii) engaging in charitable activities and community affairs affairs, and (iii) managing his personal, financial personal investments and legal affairs, so long as provided that such activities do not materially interfere with his carrying out the proper performance of his duties and responsibilities under this Agreement. Notwithstanding as the foregoing, any service on civic, educational, philanthropic or charitable boards or committees shall be subject to prior approval by the CEO. During the Term of Employment, Company's Chief Executive shall perform his duties and responsibilities principally in New York CityOfficer.

Position, Duties and Responsibilities. a. 3.1. During the Term of EmploymentTerm, Executive will be employed KH shall serve as the CoChairman of the Board and Senior Executive Officer-Chief Investment Officer Product Acquisition & Marketing of the Company, reporting . KH shall report solely and directly to the Chief Executive Officer Company’s Board of the Company Directors (the “CEOBoard”). During the Term, or KH shall have such responsibilities, duties and authorities as commensurate with persons in such other senior management position as the Board determines. Executive will (i) be responsible for, and, along with the CEO similar capacities in similarly sized and any other Co-Chief Investment Officer, have authority over, the Company’s investment functions situated companies and (ii) have such other duties and responsibilities as are reasonably assigned the Board shall designate. 3.2. In the performance of all of his responsibilities hereunder, KH shall be subject to him all of the Company's policies, rules, and regulations. In performing such duties, KH will be subject to and abide by all policies and procedures developed by the CEO Board, any employee committee of the Board, or senior management of the Board of Directors Company. 3.3. During the Term unless otherwise agreed by the Board, KH shall devote his full attention and expend his best efforts, energies, and skills on a full-time basis, to the business of the Company (the “Board of Directors”) (not inconsistent in and any significant respect with the duties and responsibilities typically assigned to a senior executive of a publicly-traded XXXX). b. During the Term of Employment, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, such subsidiaries or affiliates of corporation controlled by the Company as the Board of Directors may(each, a "Subsidiary"). The Company acknowledges that KH may from time to time, reasonably requesttime be engaged in other business activities separate from and outside the scope of the business of the Company. The Company agrees that the devotion of reasonable amounts of time to such other business activities will not violate the terms of this Agreement on the conditions that (i) such activities are not corporate opportunities of the Company; and (ii) such activities do not materially interfere with the performance of KH's duties hereunder. For purposes of this Agreement, the term “affiliate” will have the meaning ascribed thereto "Company" shall mean the Company and all Subsidiaries. Without violating this Agreement, KH may (i) serve in any capacity with any professional, community, industry, civic, educational or charitable organization, (ii) serve as a member of corporate boards of directors on which KH currently serves and, with the consent of the Effective Date in Rule 12b-2 under the Securities Exchange Act Board (which consent shall not be unreasonably withheld or delayed), other corporate boards of 1934, as amended directors and (the “Act”). c. During the Term of Employment, Executive will serve the Company faithfully, diligently iii) manage his and to the best of his ability and will devote substantially all of his time and efforts to his employment and the performance of his duties under this Agreement. Nothing herein will preclude Executive from engaging in charitable and community affairs and managing his personal, financial family's personal investments and legal affairs, affairs so long as such activities do not materially interfere with his carrying out his duties the discharge of KH's duties, constitute a corporate opportunity of the Company or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Board, conflict with KH’s fiduciary duty to the Company or create any appearance thereof, KH shall, as soon as reasonably practicable considering any fiduciary duty to the other entity, resign from such other board of directors or advisory board after written notice of the conflict is received from the Board. Service on the boards of directors or advisory boards disclosed by KH to the Company on which he is serving as of the Effective Date are hereby approved. 3.5. KH agrees to provide the services provided to the company herein, without additional compensation to any of the Company’s subsidiaries, affiliates, and responsibilities joint venture entities and agrees that any amounts received from such corporation may be offset against the amounts due under this Agreement. Notwithstanding the foregoing, any service on civic, educational, philanthropic or charitable boards or committees shall be subject to prior approval by the CEO. During the Term of Employment, Executive shall perform his duties and responsibilities principally in New York City.

Position, Duties and Responsibilities. a. During the Term of Employment, Executive will be employed as the Co-Chief Investment Executive Officer of the Company, reporting directly to the Chief Executive Officer Board of Directors of the Company (the “CEOBoard of Directors”), or in such other senior management position as the Board determines. Executive will (i) manage and control the business and affairs of the Company, be responsible for, and, along with the CEO and any other Co-Chief Investment Officer, have authority over, all decisions regarding those matters, perform any and all other acts or activities customary or incident to the management of the business and affairs of a company of the Company’s investment functions size and nature by its chief executive officer, and (ii) have such other duties and responsibilities as are reasonably assigned to him by the CEO or the Board of Directors of the Company (the “Board of Directors”) (not inconsistent in any significant respect with the duties and responsibilities typically assigned to a senior the chief executive officer of a publicly-traded XXXX). b. During the Term of Employment, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, such subsidiaries or affiliates of the Company as the Board of Directors may, from time to time, reasonably request. For purposes of this Agreement, the term “affiliate” will have the meaning ascribed thereto as of the Effective Date in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Act”). c. During the Term of Employment, Executive will serve the Company faithfully, diligently and to the best of his ability and will devote substantially all of his time and efforts to his employment and the performance of his duties under this Agreement. Nothing herein will preclude Executive from engaging in charitable and community affairs and managing his personal, financial and legal affairs, so long as such activities do not materially interfere with his carrying out his duties and responsibilities under this Agreement. Notwithstanding the foregoing, any service on civic, educational, philanthropic or charitable boards or committees shall be subject to prior approval by the CEOBoard of Directors. During the Term of Employment, Executive shall perform his duties and responsibilities principally in New York City.

Position, Duties and Responsibilities. a. (a) During the Term of Employment, the Executive will be employed shall serve as the Co-Chief Investment Administrative Officer of the Company, reporting directly and shall perform such duties consistent with her position as may be assigned to her from time to time by the Chief Executive Officer of the Company (or the “CEO”), or in such other senior management position as the Board determinesBoard. Executive will (i) be responsible for, and, along with the CEO and any other Co-Chief Investment Officer, have authority over, At the Company’s investment functions request, the Executive shall serve the Company and/or its subsidiaries and (ii) have such affiliates in other duties and responsibilities capacities in addition to the foregoing, consistent with the Executive’s position as are reasonably assigned to him by the CEO or the Board of Directors Chief Administrative Officer of the Company (Company. In the “Board of Directors”) (not inconsistent event that the Executive, during the Term, serves in any significant respect with one or more of such additional capacities, the duties and responsibilities typically assigned to a senior executive Executive’s compensation shall not be increased beyond that specified in Articles 4 through 7 hereof. In addition, in the event the Executive’s service in one or more of a publicly-traded XXXX). b. During such additional capacities is terminated, the Term of Employment, Executive will, without additional Executive’s compensation, also serve on as specified in Articles 4 through 7 hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the board of directors of, serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, such subsidiaries or affiliates of Executive otherwise remains employed under the Company as the Board of Directors may, from time to time, reasonably request. For purposes terms of this Agreement. During her employment with the Company, the term “affiliate” will have the meaning ascribed thereto as of the Effective Date in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Act”). c. During the Term of Employment, Executive will serve the Company faithfully, diligently and to the best of his ability and will shall devote substantially all of his her business time and efforts attention to his employment the business and affairs of the performance Company and shall use her best efforts, skills and abilities to promote its interests. (b) The Executive shall be permitted to serve on corporate boards with the Chief Executive Officer's or compensation committee of his duties under this Agreementthe Board's (the "Compensation Committee") advance consent, which shall not be unreasonably withheld. Nothing herein will preclude In addition, the Executive from engaging may engage in religious, charitable and or other community affairs and managing his personal, financial and legal affairs, so activities as long as such services and activities are disclosed to the Chief Executive Officer or the Compensation Committee and do not materially individually or in the aggregate interfere with his carrying out his the Executive’s performance of her duties and responsibilities under this Agreement. Notwithstanding to the foregoingCompany; provided, that if the Executive serves on a board, committee or similar body of any service on civicsuch religious, educationalcharitable or community organization or if the Executive engages in teaching, philanthropic speaking or charitable boards writing engagements in connection with such activities, the Executive will receive prior written approval from the Chief Executive Officer or committees shall be subject to prior approval by the CEO. During the Term of Employment, Executive shall perform his duties and responsibilities principally in New York CityCompensation Committee.

Position, Duties and Responsibilities. a. (a) During the Term of Employment, Executive will be employed by the REIT Operator and will serve as the Co-Executive Vice President and Chief Investment Officer of the CompanyREIT, reporting directly to the Chief Executive Officer of the Company (REIT. In this capacity, Executive shall have the “CEO”)duties, or in such other senior management position as the Board determines. Executive will (i) be responsible for, and, along with the CEO and any other Co-Chief Investment Officer, have authority over, the Company’s investment functions and (ii) have such other duties authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to him by Executive as the CEO or the Board of Directors Chief Executive Officer of the Company (the “Board of Directors”) (REIT shall designate from time to time that are not inconsistent in any significant respect with Executive’s position and that are consistent with the duties bylaws of the REIT, the limited liability company agreement of the Operating Company, and responsibilities typically assigned the limited liability company agreement of REIT Operator, each as may be amended from time to a senior executive time, including, but not limited to, managing the affairs of a publicly-traded XXXX)the Company. b. (b) During the Term of Employment, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, such subsidiaries or affiliates of the Company REIT as the Board Chief Executive Officer of Directors the REIT may, from time to time, reasonably request. For purposes of this Agreement, the term “affiliate” will have the meaning ascribed thereto as of the Effective Date in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Act”). c. (c) During the Term of Employment, Executive will serve the Company faithfully, diligently diligently, and to the best of his Executive’s ability and will devote substantially all of his Executive’s business time and efforts attention to his employment and the performance of his Executive’s duties under this Agreement. Nothing hereunder, and shall have no other employment (unless approved by the Chief Executive Officer of the REIT); provided, that, nothing contained herein will preclude shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and community affairs and managing his personalExecutive’s family or (iv) accepting directorships or similar positions, financial and legal affairssubject to approval in advance by the Board of Directors of the REIT (the “Board of Directors” or the “Board”), which approval shall not be unreasonably withheld (together, the “Personal Activities”), in each case so long as such activities the Personal Activities do not materially interfere unreasonably interfere, individually or in the aggregate, with his carrying out his the performance of Executive’s duties and responsibilities to the Company under this Agreement or violate the restrictive covenants set forth in Section 6 of this Agreement. Notwithstanding the foregoing, any service on civic, educational, philanthropic or charitable boards or committees shall be subject to prior approval by the CEO. . (d) During the Term of Employment, Executive shall perform his the services required by this Agreement at the Company’s principal offices located in Rochester, New York (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities principally in New York Cityhereunder.

Position, Duties and Responsibilities. a. (a) During the Term of EmploymentTerm, Executive will be employed shall serve as the Co-Chief Investment Operating Officer of the Company. Executive’s principal work location shall be at the Company’s offices at 00 Xxxxxxxx Xxxxx, reporting Xxxxxxxxx, XX XXX. Executive shall report directly and solely to the Chief Executive Officer of the Company (the “CEO”), or ) and shall have the duties customarily assigned to the chief operating officer of a public company operating in such other senior management position as the Board determines. Executive will (i) be responsible for, and, along with the CEO and any other Co-Chief Investment Officer, have authority over, the Company’s investment functions industry. (b) During the Term, Executive shall devote substantially all his working time to the business of the Company and (ii) have such other duties Diamond S Shipping Inc., a Xxxxxxxx Islands corporation and responsibilities as are reasonably assigned to him by the CEO or the Board of Directors sole owner of the Company (the “Board Parent”), and each and all of Directorsthe Company’s and the Parent’s respective direct and indirect affiliates and subsidiaries (collectively, the “Company Group”). Notwithstanding the foregoing, it shall not be a violation of this Agreement for Executive to (i) (not inconsistent in any significant respect with the duties and responsibilities typically assigned to a senior executive of a publicly-traded XXXX). b. During the Term of Employment, Executive will, without additional compensation, also serve on the board of directors of, serve as a director or an officer of, and/or perform such executive or otherwise participate in, non-profit, educational, social welfare, religious and consulting services forcivic organizations, or on behalf of, such subsidiaries or affiliates (ii) subject to the advance written approval of the Company CEO, serve as the Board a director of Directors maya for-profit entity or (iii) manage his personal, from time to time, reasonably request. For purposes of this Agreement, the term “affiliate” will have the meaning ascribed thereto as of the Effective Date in Rule 12b-2 under the Securities Exchange Act of 1934, as amended financial (the “Act”). c. During the Term of Employment, Executive will serve the Company faithfully, diligently and to the best of his ability extent Executive makes passive investments only) and will devote substantially all of his time and efforts to his employment and legal affairs, in each case, so long as any such activities do not unreasonably interfere with the performance of his duties under this Agreement. Nothing herein will preclude Executive from engaging in charitable and community affairs and managing his personal, financial and legal affairs, so long as such activities do not materially interfere with his carrying out his duties and responsibilities to the Company and the Company Group and comply with the conflict-of-interest policies established by the Company and the members of the Company Group. (c) Executive shall at all times comply with and be subject to all applicable law, rules and regulations and such policies and procedures as the Company, the Parent and Diamond S Management LLC, a limited liability company organized under this Agreementthe laws of Delaware (the “Delaware Entity”) may establish from time to time for the executives of the Company, the Parent and the Delaware Entity, including, without limitation the Code of Business Conduct and Ethics as adopted by the Parent, and, to the extent made known to Executive in writing, any other policy adopted by a member of the Company Group applicable to Executive, in each case as amended from time to time. (d) Executive acknowledges and agrees that Executive has a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Company and the Company Group and to do no act that could, directly or indirectly, injure the business, interests, or reputation of the Company or the members of the Company Group. Notwithstanding In furtherance of the foregoing, any service on civicExecutive will present to the CEO of the Company or other member of management all material business opportunities or ventures made known to Executive, educationalindependently or with others, philanthropic that are within the business purposes of the Company and/or the Company Group, including, without limitation, opportunities that may compete with the Company or charitable boards or committees shall the members of the Company Group and could reasonably be subject expected to prior approval be implemented by the CEO. During Company and/or the Term of Employment, Executive shall perform his duties and responsibilities principally in New York CityCompany Group.

Position, Duties and Responsibilities. a. During the Term of Employment, Executive will be employed as the Co-Chief Investment Financial Officer of the Company, reporting directly to the Chief Executive Officer of the Company (the “CEO”), or in such other senior management position as the Board determines. Executive will (i) be responsible for, and, along with the CEO and any other Co-Chief Investment OfficerCEO, have authority over, the Company’s investment functions financial functions, and (ii) have such other duties and responsibilities as are reasonably assigned to him by the CEO or the Board of Directors of the Company (the “Board of Directors”) (not inconsistent in any significant respect with the duties and responsibilities typically assigned to a senior executive the chief financial officer of a publicly-traded XXXXREIT, including servicing as the Principal Financial Officer but not Principal Accounting Officer). b. During the Term of Employment, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, such subsidiaries or affiliates of the Company as the Board of Directors may, from time to time, reasonably request. For purposes of this Agreement, the term “affiliate” will have the meaning ascribed thereto as of the Effective Date in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Act”)amended. c. During the Term of Employment, Executive will serve the Company faithfully, diligently and to the best of his ability and will devote substantially all of his time and efforts to his employment and the performance of his duties under this Agreement. Nothing herein will preclude Executive from engaging in charitable and community affairs and managing his personal, financial and legal affairs, so long as such activities do not materially interfere with his carrying out his duties and responsibilities under this Agreement. Notwithstanding the foregoing, any service on civic, educational, philanthropic or charitable boards or committees shall be subject to prior approval by the CEO. During the Term of Employment, Executive shall perform his duties and responsibilities principally in New York City; provided, however, that Executive may perform his duties and responsibilities remotely until the Company returns to in-office operations.

Position, Duties and Responsibilities. a. During (a) The Executive shall serve as, and with the Term of Employmenttitle, Executive will be employed as office and authority of, the Co-Chief Investment Officer Chairman of the CompanyBoard of Directors, reporting directly to the President and Chief Executive Officer of the Company (the “CEO”)Company. The Executive shall also hold similar titles, or in such other senior management position as the Board determines. Executive will (i) be responsible for, and, along offices and authority with the CEO Company's subsidiaries and any other Co-Chief Investment Officer, have authority over, its successors. The Company shall use its best efforts to cause the Company’s investment functions Executive to be nominated and (ii) have such other duties and responsibilities as are reasonably assigned elected to him by the CEO or the Board of Directors of the Company (the “"Board") and of its subsidiaries and its successors for the duration of the Employment Period. (b) The Executive shall have effective supervision and control over, and responsibility for, the strategic direction and general and active day-to-day leadership and management of the business and affairs of the Company and the subsidiaries of the Company, subject only to the authority of the Board, and shall have all of the powers, authority, duties and responsibilities usually incident to the position and office of Chairman of the Board of Directors”) (not inconsistent in any significant respect with , President and Chief Executive Officer of the duties and responsibilities typically assigned Company. The Executive shall report directly to a senior executive of a publicly-traded XXXX)the Board. b. During the Term of Employment, (c) The Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, such subsidiaries or affiliates of the Company as the Board of Directors may, from time agrees to time, reasonably request. For purposes of this Agreement, the term “affiliate” will have the meaning ascribed thereto as of the Effective Date in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Act”). c. During the Term of Employment, Executive will serve the Company faithfully, diligently and to the best of his ability and will devote substantially all of his time business time, efforts and efforts skills to his employment and the performance of his duties under this Agreement. Nothing herein will preclude Executive from engaging in charitable and community affairs and managing his personal, financial and legal affairs, so long as such activities do not materially interfere with his carrying out his duties and responsibilities under this Agreement. Notwithstanding ; provided, however, that nothing in this Agreement shall preclude the foregoing, any service on civicExecutive from devoting reasonable periods required for (i) participating in professional, educational, philanthropic philanthropic, public interest, charitable, social or charitable boards community activities, (ii) serving as a director or committees shall be subject to prior approval by member of an advisory committee of any corporation or other entity that the CEO. During Executive was serving on as of the Term date of Employmentthe Prior Agreement or any other corporation or entity that is not in competition with the Company, (iii) managing his personal investments or (iv) performing such services as are consistent with his position with Stratford Research, Inc.; provided, further, that any such activities set forth in clauses (i) through (iv) above do not materially interfere with the Executive's regular performance of his duties and responsibilities hereunder. (d) The Executive shall perform his duties and at the offices of the Company located in Atlanta, Georgia, but from time to time the Executive may be required to travel to other locations in the proper conduct of his responsibilities principally in New York Cityunder this Agreement.

Position, Duties and Responsibilities. a. During the Term A. Employee shall serve as an officer and employee of EmploymentPeoples with such duties as shall be mutually agreed upon by Employee and Peoples, Executive will be employed shall serve as the Co-Chief Investment Officer of the Company, reporting directly to the President and Chief Executive Officer of the Company Renasant Bank, a Tennessee banking corporation and an affiliate of Peoples (the “CEOCompany”), or and shall also serve in such other senior management position capacity or capacities as shall be mutually agreed upon from time to time by Employee and Peoples. Employee shall report directly to the Board determines. President and Chief Executive will Officer of Peoples (ithe “Peoples CEO”) be responsible for, and, along with the CEO and any other Co-Chief Investment Officer, have authority over, the Company’s investment functions and (ii) have such other duties and responsibilities as are reasonably assigned to him by the CEO or the Board of Directors of the Company (the “Board of Directors”) (not inconsistent in any significant respect with the duties and responsibilities typically assigned to a senior executive of a publicly-traded XXXX)Company. b. During B. Employee’s duties shall include the Term of Employment, Executive will, without additional compensation, also serve on responsibility for the board of directors of, serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, such subsidiaries or affiliates operations of the Company consistent with Peoples’ policies as they currently exist and as they may change over time and such other duties as may from time to time be delegated to Employee by the Peoples CEO. Employee shall perform services when and as directed by the Company and Peoples and as more fully described below, except with Employee’s prior written consent, Employee’s assigned duties shall not be inconsistent with his position. Peoples agrees to vote its stock in the Company to elect Employee as a director of the Company during his employment with the Company. Peoples, also, agrees to cause Employee to be nominated to the Board of Directors may, from time to time, reasonably request. For purposes of this Agreement, the term “affiliate” will have the meaning ascribed thereto as of the Effective Date in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Act”)Peoples during Employee’s employment. c. During the Term of Employment, Executive will serve the Company faithfully, diligently and to the best of his ability and will C. Employee shall devote substantially all of his time business time, attention and efforts to his employment and in the faithful performance of his duties under this Agreement. Nothing herein will preclude Executive from engaging hereunder, provided, however, Employee may continue his current investing in charitable real estate and community affairs and managing his personal, financial and legal affairs, so other investment opportunities as long as such activities do not materially interfere with his carrying out his Employee’s duties and responsibilities under this Agreement. Notwithstanding . D. Subject to the foregoingpolicies, procedures and code of ethics of Peoples as in effect from time to time, the budget of the Company then in effect (“the “Budget”) and all applicable laws and regulations, Employee shall have exclusive authority over recruiting, hiring, firing and setting compensation of all Company employees. E. Without the consent of Peoples, Employee shall not cause or permit the Company to: i) issue any service on civic, educational, philanthropic securities of the Company or charitable boards any of its affiliates; ii) make any tax election or committees shall determine the accounting method to be subject to prior approval used by the CEO. During Company or any of its affiliates; iii) establish a subsidiary or transfer any interest in any subsidiary or merge or consolidate any subsidiary of the Term Company with any other entity; iv) adopt a budget or make any material deviations from the Budget then in effect; v) sell, exchange, lease, mortgage, pledge, charge or otherwise transfer or encumber all or any portion of Employmentthe assets of the Company or any subsidiary; vi) enter into any business combination, Executive shall perform strategic partnership or joint venture with another individual, partnership, corporation, trust, limited liability company or any other entity (any of the foregoing may be referred to as “Person”), or acquire or dispose of all or any interest in any other Person, merge or consolidate with or into another Person; vii) create, incur, assume or otherwise become liable with respect to any obligation for borrowed money (including a guarantee of, or contingent liability for, the indebtedness or other obligations of any Person), or issue any bonds, debentures, notes or other evidences of indebtedness; viii) enter into any transaction or series of related transactions involving capital expenditures, including incoming lease commitments, purchases of equipment or inventory or other expenditures that are not consistent with the Budget then in effect; ix) authorize or enter into or amend any agreement, commitment or other transaction, or any series of related agreements, commitments or other transactions between the Company and any affiliate; or x) take any action outside the ordinary course of business. F. Employee represents and warrants that he is not bound by any employment, consulting, non-competition, confidentiality, finders, marketing or other agreement or arrangement that would, or might reasonably be expected to, prohibit or restrict him from performing his duties and responsibilities principally in New York Cityobligations.

Position, Duties and Responsibilities. a. During Executive shall be nominated and elected to be a member of the Term Board of Employment, Directors and President and Chief Executive will be employed as the Co-Chief Investment Officer of the Company, reporting directly to the Chairman of the Board as of the Effective Date of this Agreement. Executive shall assume and begin performing the duties of these offices as of the Effective Date and shall, during his tenure as Chief Executive Officer, be an ex-officio member of each committee of the Board. Upon the earlier of (a) July 1, 2002 (which is the expected retirement date of the current Chairman of the Board) or (b) such earlier date as the current Chairman ceases to be Chairman for any reason, Executive shall be nominated and upon election shall assume the duties of Chairman of the Board, as well as continue as its Chief Executive Officer, and shall serve thereafter in those capacities at the pleasure of the Board. To the extent Executive's service as an officer or director of the Company, or appointment to Chairman of the Board, is contingent on a favorable vote of the shareowners or the Board, it is expressly understood that any failure to secure such a favorable vote shall not relieve the Company of its obligation to make the payments or to provide the benefits described herein. During Executive's Term of Employment, Executive shall have the powers, duties and responsibilities as are customarily assigned to the Chief Executive Officer and, as applicable, to the President, and after election as Chairman of the Company (Board, shall also have the “CEO”)powers, or in duties and responsibilities as are customarily assigned to such other senior management position as the Board determines. Executive will (i) be responsible forposition, and, along with the CEO and any other Co-Chief Investment Officer, have authority over, the Company’s investment functions and (ii) have such other duties and responsibilities not inconsistent therewith as are reasonably may from time to time be assigned to him by the CEO or the Board of Directors of the Company (the “Board of Directors”) (not inconsistent in any significant respect with the duties and responsibilities typically assigned to a senior executive of a publicly-traded XXXX). b. During the Term of Employment, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, such subsidiaries or affiliates of the Company as the Board of Directors may, from time to time, reasonably request. For purposes of this Agreement, the term “affiliate” will have the meaning ascribed thereto as of the Effective Date in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Act”). c. During the Term of Employment, Executive will serve the Company faithfully, diligently and to the best of his ability and will devote substantially all of his time and efforts to his employment and the performance of his duties under this Agreement. Nothing herein will preclude Executive from engaging in charitable and community affairs and managing his personal, financial and legal affairs, so long as such activities do not materially interfere with his carrying out his duties and responsibilities under this Agreement. Notwithstanding the foregoing, any service on civic, educational, philanthropic or charitable boards or committees shall be subject to prior approval by the CEOBoard. During the Term of Employment, Executive shall perform devote substantially all of his duties business time and responsibilities principally attention to the business and affairs of the Company and shall use his best efforts, skills and abilities to promote its interests. During the Term of Employment, Executive shall not, without the consent of the Board of Directors, engage, directly or indirectly, in New York City.any other business for compensation or profit except that he may, with the approval of the Board of Directors, serve as a director of any other corporation which, on the advice of counsel for the Company, is not considered to be in competition with the Company for purposes of antitrust laws, and he may receive compensation therefor. Notwithstanding the foregoing, it shall not be considered a violation of this Agreement for Executive to manage his personal investments or serve on industry, civic or charitable boards or committees, so long as such activities do not

Position, Duties and Responsibilities. a. (a) During the Term of Employment, the Executive will be employed shall serve as the Co-Chief Investment Officer Executive Chairman of the Company, reporting directly and shall perform such duties consistent with his position as may be assigned to him from time to time by the Chief Executive Officer of the Company (or the “CEO”), or in such other senior management position as the Board determinesBoard. Executive will (i) be responsible for, and, along with the CEO and any other Co-Chief Investment Officer, have authority over, At the Company’s investment functions request, the Executive shall serve the Company and/or its subsidiaries and (ii) have such affiliates in other duties and responsibilities capacities in addition to the foregoing, consistent with the Executive’s position as are reasonably assigned to him by the CEO or the Board of Directors Executive Chairman of the Company (Company. In the “Board of Directors”) (not inconsistent event that the Executive, during the Term, serves in any significant respect with one or more of such additional capacities, the duties and responsibilities typically assigned to a senior executive Executive’s compensation shall not be increased beyond that specified in Articles 4 through 7 hereof. In addition, in the event the Executive’s service in one or more of a publicly-traded XXXX). b. During such additional capacities is terminated, the Term of Employment, Executive will, without additional Executive’s compensation, also serve on as specified in Articles 4 through 7 hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the board of directors of, serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, such subsidiaries or affiliates of Executive otherwise remains employed under the Company as the Board of Directors may, from time to time, reasonably request. For purposes terms of this Agreement. During his employment with the Company, the term “affiliate” will have the meaning ascribed thereto as of the Effective Date in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Act”). c. During the Term of Employment, Executive will serve the Company faithfully, diligently and to the best of his ability and will shall devote substantially all of his business time and efforts attention to the business and affairs of the Company and shall use his employment best efforts, skills and abilities to promote its interests. (b) The Executive shall be permitted to serve on corporate boards with the Chief Executive Officer's or compensation committee of the Board's (the "Compensation Committee") advance consent, which shall not be unreasonably withheld. In addition, the Executive may engage in religious, charitable or other community activities as long as such services and activities are disclosed to the Chief Executive Officer or the Compensation Committee and do not individually or in the aggregate interfere with the Executive’s performance of his duties under this Agreement. Nothing herein to the Company; provided, that if the Executive serves on a board, committee or similar body of any such religious, charitable or community organization or if the Executive engages in teaching, speaking or writing engagements in connection with such activities, the Executive will preclude receive prior written approval from the Chief Executive from engaging in charitable and community affairs and managing his personal, financial and legal affairs, so long as such activities do not materially interfere with his carrying out his duties and responsibilities under this Agreement. Notwithstanding Officer or the foregoing, any service on civic, educational, philanthropic or charitable boards or committees shall be subject to prior approval by the CEO. During the Term of Employment, Executive shall perform his duties and responsibilities principally in New York CityCompensation Committee.

Position, Duties and Responsibilities. a. (a) During the Term of Employment, Executive will be employed as the Co-Chief Investment Executive Officer of the Company, reporting directly to the Chief Executive Officer Board of Directors of the Company (the “CEOBoard of Directors”). Executive will, or in such other senior management position as under the supervision of the Board determines. Executive will of Directors, (i) manage and control the business and affairs of the Company, be responsible forfor all decisions regarding those matters, and, along with perform any and all other acts or activities customary or incident to the CEO management of the business and any other Co-Chief Investment Officer, have authority over, affairs of a company of the Company’s investment functions size and nature by its chief executive officer, and (ii) have such other duties and responsibilities as are reasonably assigned to him by the CEO or the Company’s Board of Directors of the Company (the “Board of Directors”) (not inconsistent in any significant respect with the duties and responsibilities typically assigned to a senior the chief executive officer as the senior-most executive officer of a publicly-traded XXXXREIT other than an executive chairman or vice-chairman of the board). b. (b) Executive is serving on the Board of Directors as of the Effective Date and will be nominated for reelection to the Board of Directors at each annual meeting of the Company’s shareholders during the Term of Employment. (c) During the Term of Employment, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, such subsidiaries or affiliates of the Company as the Board of Directors may, from time to time, reasonably request. For purposes of this Agreement, the term “affiliate” will have the meaning ascribed thereto as of the Effective Date in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Act”)amended. c. (d) During the Term of Employment, Executive will serve the Company faithfully, diligently and to the best of his ability and will devote substantially all of his time and efforts to his employment and the performance of his duties under this Agreement. Nothing herein will preclude Executive from engaging in charitable and community affairs and managing his personal, financial and legal affairs, so long as such activities do not materially interfere with his carrying out his duties and responsibilities under this Agreement. Notwithstanding the foregoing, any service on civic, educational, philanthropic or charitable boards or committees shall be subject to prior approval by the CEOBoard of Directors. During the Term of Employment, Executive shall perform his duties and responsibilities principally in New York City.

Position, Duties and Responsibilities. a. (a) During the Term of Employment, Executive will be employed full time by the REIT Operator and will serve as the Co-Chief Investment Financial Officer of the CompanyREIT, reporting directly to the Chief Executive Officer of the Company REIT (the “CEO”). In this capacity, or in such other senior management position as Executive shall have the Board determines. Executive will (i) be responsible forduties, and, along with the CEO and any other Co-Chief Investment Officer, have authority over, the Company’s investment functions and (ii) have such other duties authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to him by Executive as the CEO or shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the Board of Directors bylaws of the REIT and the limited liability company agreements of the Operating Company (and the “Board REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of Directors”) (not inconsistent in any significant respect with the duties and responsibilities typically assigned to a senior executive of a publicly-traded XXXX)Company. b. (b) During the Term of Employment, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, the REIT and such subsidiaries or affiliates Subsidiaries of the Company REIT as the Board of Directors of the REIT (the “Board”) or the CEO may, from time to time, reasonably request. For purposes of this Agreement, the term “affiliate” will have the meaning ascribed thereto as of the Effective Date in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Act”). c. (c) During the Term of Employment, Executive will serve the Company faithfully, diligently diligently, and to the best of his her ability and will devote substantially all of his her business time and efforts attention to his employment and the performance of his her duties under this Agreement. Nothing hereunder, and shall have no other employment (unless approved by the Board; provided, however, that nothing contained herein will preclude shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for herself and community affairs and managing his personalher family or (iv) accepting directorships or similar positions (together, financial and legal affairsthe “Personal Activities”), in each case so long as such activities the Personal Activities do not materially interfere unreasonably interfere, individually or in the aggregate, with his carrying out his the performance of Executive’s duties and responsibilities to the Company under this Agreement or the restrictive covenants set forth in Section 9 of this Agreement. Notwithstanding the foregoing, any service on civic, educational, philanthropic or charitable boards or committees shall be subject to prior approval by the CEO. . (d) During the Term of Employment, Executive shall perform his the services required by this Agreement in Tampa, Florida (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities principally in New York Cityhereunder.

Position, Duties and Responsibilities. a. (a) During the Term of Employment, Executive will be employed as the Co-Chief Investment Officer of the Company, reporting directly to the Chief Executive Officer of the Company (the “CEO”), or in such other senior management position as the Board determines. Executive will will, (i) be responsible for, and, along with the CEO and any other Co-Chief Investment OfficerCEO, have authority over, the Company’s investment functions functions, and (ii) have such other duties and responsibilities as are reasonably assigned to him by the CEO or the Board of Directors of the Company (the “Board of Directors”) (not inconsistent in any significant respect with the duties and responsibilities typically assigned to a senior executive the chief investment officer of a publicly-traded XXXXREIT). b. (b) During the Term of Employment, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, such subsidiaries or affiliates of the Company as the Board of Directors may, from time to time, reasonably request. For purposes of this Agreement, the term “affiliate” will have the meaning ascribed thereto as of the Effective Date in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Act”)amended. c. (c) During the Term of Employment, Executive will serve the Company faithfully, diligently and to the best of his ability and will devote substantially all of his time and efforts to his employment and the performance of his duties under this Agreement. Nothing herein will preclude Executive from engaging in charitable and community affairs and managing his personal, financial and legal affairs, so long as such activities do not materially interfere with his carrying out his duties and responsibilities under this Agreement. Notwithstanding the foregoing, any service on civic, educational, philanthropic or charitable boards or committees shall be subject to prior approval by the CEO. During the Term of Employment, Executive shall perform his duties and responsibilities principally in New York City.

Position, Duties and Responsibilities. a. During the Term of Employment, Executive will be employed as the President, Chief Operating Officer and Co-Chief Investment Officer of the Company, reporting directly to the Chief Executive Officer of the Company (the “CEO”), or in such other senior management position as the Board determines. Executive will (i) be responsible for, and, along with the CEO and any other Co-Chief Investment Officer, have authority over, the Company’s operations, investment functions and business and affairs of the Company and (ii) have such other duties and responsibilities as are reasonably assigned to him by the CEO or the Board of Directors of the Company (the “Board of Directors”) (not inconsistent in any significant respect with the duties and responsibilities typically assigned to a senior executive the president, chief operating officer and/or co-chief investment officer of a publicly-traded XXXX). b. During the Term of Employment, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, such subsidiaries or affiliates of the Company as the Board of Directors may, from time to time, reasonably request. For purposes of this Agreement, the term “affiliate” will have the meaning ascribed thereto as of the Effective Date in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Act”). c. During the Term of Employment, Executive will serve the Company faithfully, diligently and to the best of his ability and will devote substantially all of his time and efforts to his employment and the performance of his duties under this Agreement. Nothing herein will preclude Executive from engaging in charitable and community affairs and managing his personal, financial and legal affairs, so long as such activities do not materially interfere with his carrying out his duties and responsibilities under this Agreement. Notwithstanding the foregoing, any service on civic, educational, philanthropic or charitable boards or committees shall be subject to prior approval by the CEO. During the Term of Employment, Executive shall perform his duties and responsibilities principally in New York City.

Position, Duties and Responsibilities. a. During the Term of Employment, Executive will be employed serve as Chair of the Co-Chief Investment Officer Board (“Chair”), reporting directly and solely to the Board, with duties and responsibilities customary to such office including, among others, to: Collaborate with and mentor the CEO; Participate in Company activities consistent with his position as Chair and as requested by the CEO; Assist in managerial activities of the Company consistent with his position as Chair such as recruiting, retention, external affairs, strategic planning and international activities; Coordinate the activities of the Board, including the establishment of agendas for and leadership of Board meetings; Preside over meetings of the Company, reporting directly to the Chief Executive Officer ’s stockholders; Schedule meetings of the Company (Board and consult with the “CEO”), or in the Lead Director, and other directors, as appropriate, when establishing agendas for meetings of the Board; Advise the chairs of the Board’s various committees regarding their agendas, as needed, and stay current with such other senior management position as the Board determines. Executive will (i) be responsible for, and, along agendas; Consult with the CEO over the flow of information to the Board, such as the quality, quantity, and any other Co-Chief Investment Officer, have authority over, timeliness of the flow of information. Assist the Board in promoting compliance with and implementation of the Company’s investment functions corporate governance guidelines. Collaborate with the Lead Director and (ii) have such other duties and responsibilities as are reasonably assigned to him by the CEO or the Board of Directors Chair of the Company (Nominating and Governance Committee in the “Board of Directors”) (not inconsistent in any significant respect with the duties and responsibilities typically assigned to a senior executive of a publicly-traded XXXX). b. During the Term of Employment, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, such subsidiaries or affiliates evaluation of the Company as the Board of Directors may, from time to time, reasonably request. For purposes of this Agreement, the term “affiliate” will have the meaning ascribed thereto as of the Effective Date in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Act”). c. During the Term of Employment, Executive will serve the Company faithfully, diligently and to the best of his ability and will devote substantially all of his time and efforts to his employment and the performance of his duties under this Agreement. Nothing herein will preclude Executive from engaging in charitable and community affairs and managing his personal, financial and legal affairs, so long as such activities do not materially interfere with his carrying out his duties and responsibilities under this AgreementBoard. Notwithstanding the foregoing, any service on civicit is understood and agreed that Executive may engage in personal, educationalcharitable, philanthropic professional and investment activities to the extent such activities do not result in a violation of Sections 10 or charitable boards 11 hereof and do not conflict or committees shall be subject interfere with Executive’s obligations to prior approval by the CEO. During Company pursuant to this Agreement, or Executive’s ability to perform the Term of Employment, Executive shall perform his duties and responsibilities principally in New York Cityfunctions of Executive pursuant to this Agreement.

Position, Duties and Responsibilities. a. During (a) The Executive shall serve as, and with the Term of Employmenttitle, Executive will be employed as the Co-Chief Investment Officer of the Companyoffice and authority of, reporting directly to the Chief Executive Officer of the Company (the “CEO”)Company. The Executive shall also hold such title, or in such other senior management position as the Board determines. Executive will (i) be responsible for, and, along office and authority with the CEO and any other Co-Chief Investment Officer, have authority over, the Company’s investment functions subsidiaries and (ii) have such other duties and responsibilities as are reasonably assigned to him by its successors. Within five days of the CEO or Effective Date, the Board of Directors of the Company (the “Board of DirectorsBoard”) shall appoint the Executive as a member of the Board and thereafter shall nominate the Executive for election as a member of the Board when his seat on the Board is up for re-election. (not inconsistent in any significant respect with b) The Executive shall have all the powers, authority, duties and responsibilities typically assigned incident to a senior executive the position and office of a publicly-traded XXXX). b. During Chief Executive Officer of the Term of EmploymentCompany, Executive willincluding effective supervision and control over, without additional compensation, also serve on the board of directors of, serve as an officer of, and/or perform such executive and consulting services responsibility for, or on behalf of, such subsidiaries or affiliates the implementation of the Company’s strategic plan and general and active day-to-day leadership and management of the business and affairs of the Company as and the Board subsidiaries of Directors maythe Company, including without limitation the authority with respect to the employment of the Company’s senior management, subject to the Company’s by-laws with respect to the appointment of officers. The Executive shall report directly to the Board. The Executive shall act in accordance with and, subject to the Board’s authority (but without limitation of the Executive’s rights under Section 6(c)(v) hereof), have the requisite authority to implement the Company’s strategic plans in effect from time to time, reasonably request. For purposes of this Agreement, including the term “affiliate” will have the meaning ascribed thereto as strategic plan approved by resolution of the Effective Date in Rule 12b-2 under the Securities Exchange Act of 1934Board on June 29, as amended 2006 (the “ActStrategic Plan”). The Executive shall seek prior approval from the Board of any proposed material change from the strategic plan. c. During the Term of Employment, (c) The Executive will serve the Company faithfully, diligently and agrees to the best of his ability and will devote substantially all of his time business time, efforts and efforts skills to his employment and the performance of his duties under this Agreement. Nothing herein will preclude Executive from engaging in charitable and community affairs and managing his personal, financial and legal affairs, so long as such activities do not materially interfere with his carrying out his duties and responsibilities under this Agreement. Notwithstanding ; provided, however, that nothing in this Agreement shall preclude the foregoing, any service on civicExecutive from devoting reasonable periods required for (i) participating in professional, educational, philanthropic philanthropic, public interest, charitable, social or charitable boards community activities, (ii) serving as a member of the board of directors of other corporations, or committees shall be subject to prior approval by (iii) managing his personal investments or other personal business so long as these activities, individually or in the CEO. During aggregate, do not materially interfere with the Term discharge of Employment, the Executive’s duties hereunder. (d) The Executive shall perform his duties and responsibilities principally at the offices of the Company located in New York City, but from time to time the Executive may be required to travel to other locations in the proper conduct of his responsibilities under this Agreement.

Position, Duties and Responsibilities. a. (a) During the Term of Employment, Executive will be employed by the REIT Operator and will serve as the Co-Executive Vice President and Chief Investment Officer of the CompanyOperating Officer, reporting directly to the Chief Executive Officer of the Company (REIT. In this capacity, Executive shall have the “CEO”)duties, or in such other senior management position as the Board determines. Executive will (i) be responsible for, and, along with the CEO and any other Co-Chief Investment Officer, have authority over, the Company’s investment functions and (ii) have such other duties authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to him by Executive as the CEO or the Board of Directors Chief Executive Officer of the Company (the “Board of Directors”) (REIT shall designate from time to time that are not inconsistent in any significant respect with Executive’s position and that are consistent with the duties bylaws of the REIT, the limited liability company agreement of the Operating Company, and responsibilities typically assigned the limited liability company agreement of REIT Operator, each as may be amended from time to a senior executive time, including, but not limited to, managing the affairs of a publicly-traded XXXX)the Company. b. (b) During the Term of Employment, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, such subsidiaries or affiliates of the Company REIT as the Board Chief Executive Officer of Directors the REIT may, from time to time, reasonably request. For purposes of this Agreement, the term “affiliate” will have the meaning ascribed thereto as of the Effective Date in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Act”). c. (c) During the Term of Employment, Executive will serve the Company faithfully, diligently diligently, and to the best of his Executive’s ability and will devote substantially all of his Executive’s business time and efforts attention to his employment and the performance of his Executive’s duties under this Agreement. Nothing hereunder, and shall have no other employment (unless approved by the Chief Executive Officer of the REIT); provided, that, nothing contained herein will preclude shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and community affairs and managing his personalExecutive’s family or (iv) accepting directorships or similar positions, financial and legal affairssubject to approval in advance by the Board of Directors of the REIT (the “Board of Directors” or the “Board”), which approval shall not be unreasonably withheld (together, the “Personal Activities”), in each case so long as such activities the Personal Activities do not materially interfere unreasonably interfere, individually or in the aggregate, with his carrying out his the performance of Executive’s duties and responsibilities to the Company under this Agreement or violate the restrictive covenants set forth in Section 6 of this Agreement. Notwithstanding the foregoing, any service on civic, educational, philanthropic or charitable boards or committees shall be subject to prior approval by the CEO. . (d) During the Term of Employment, Executive shall perform his the services required by this Agreement at the Company’s principal offices located in Rochester, New York (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities principally in New York Cityhereunder.

Position, Duties and Responsibilities. a. (a) During the Term of EmploymentTerm, Executive will be employed the Chairman shall serve as the Conon-Chief Investment Officer executive Chairman of the Board of the Company. The Chairman acknowledges and agrees that during the Term, reporting he shall not be considered or deemed to be an executive officer or employee of the Company. During the Term, the Company shall nominate the Chairman for re-election as a director at each annual meeting of shareholders coinciding with the expiration of his term as a director and recommend him for re-election. If elected by the shareholders, he shall serve as a member of the Board during the Term. The Chairman, in carrying out his duties under this Agreement, shall report directly to the Board. (b) During the Term, the Chairman shall serve as Chairman of the Board, shall have overall responsibility for managing and implementing the Company's restructuring initiatives and shall assist the Company's Chief Executive Officer of in connection with the Company (Company's merchandising and marketing functions. In addition, the “CEO”), or in such other senior management position Chairman shall act as a liaison between the Board determines. Executive will (i) be responsible for, and, along with the CEO and any other Co-Chief Investment Officer, have authority over, the Company’s investment functions 's Chief Executive Officer and (ii) have shall perform such other duties as the Chairman and responsibilities as are reasonably assigned to him by the CEO or the Board of Directors of the Company (the “Board of Directors”) (not inconsistent in any significant respect with the duties and responsibilities typically assigned to a senior executive of a publicly-traded XXXX). b. During the Term of Employment, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, such subsidiaries or affiliates of the Company as the Board of Directors may, shall agree from time to time, reasonably request. For purposes of this Agreement, the term “affiliate” will have the meaning ascribed thereto as of the Effective Date in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Act”). c. During the Term of Employment, Executive will serve the Company faithfully, diligently and to the best of his ability and will The Chairman shall devote substantially all of his time business time, attention and efforts skill to his employment and the performance of such duties and responsibilities, and shall use his duties under this Agreementreasonable best efforts to promote the interests of the Company. Nothing The Chairman shall not knowingly, without the prior written approval of the Board, engage in any other business activity which is in violation of written policies established from time to time by the Company. (c) Anything herein will to the contrary notwithstanding, nothing shall preclude Executive the Chairman from (i) serving on the boards of directors on which he currently serves and on other corporate boards or the boards of a reasonable number of trade associations and/or charitable organizations (subject to the reasonable approval of the Board), (ii) engaging in charitable activities and community affairs affairs, and (iii) managing his personal, financial personal investments and legal affairs, so long as provided that such activities do not materially interfere with his carrying out the proper performance of his duties and responsibilities under this Agreement. Notwithstanding the foregoing, any service on civic, educational, philanthropic or charitable boards or committees shall be subject hereunder. (d) The Chairman is expected to prior approval by the CEO. During the Term of Employment, Executive shall perform his services hereunder primarily at the Company's headquarters. To that end, the Company shall provide the Chairman with office space and staff at its headquarters in Troy, Michigan that are commensurate with his duties and responsibilities principally in New York Cityhereunder.

Position, Duties and Responsibilities. a. (a) During the Term of Employment, Employee shall serve as, and with the title, office and authority of, Chairman of the Board, Chief Executive will be employed as the Co-Chief Investment Officer and President of the Company, reporting directly shall report only to the Chief Executive Officer of the Company (the “CEO”), or in such other senior management position as the Board determines. Executive will (i) be responsible for, and, along with the CEO and any other Co-Chief Investment Officer, have authority over, the Company’s investment functions and (ii) have such other duties and responsibilities as are reasonably assigned to him by the CEO or the Board of Directors of the Company (the “"Board"), and shall have effective supervision and control over, and responsibility for, the strategic direction and general and active day-to- day leadership and management of the business and affairs of the Company and the direct and indirect subsidiaries of the Company, subject to the authority of the Board (any direct or indirect subsidiary of Directors”) (not inconsistent in any significant respect with the Company, including partnerships, limited liability companies, business trusts and other entities as well as corporations, being hereinafter referred to as a "subsidiary" or, collectively, as "subsidiaries"), and shall have all of the powers, authority, duties and responsibilities typically assigned usually incident to a senior executive the positions and offices of a publicly-traded XXXX)Chairman of the Board, Chief Executive Officer and President of the Company, including but not limited to the authority to employ and discharge all employees of the Company and subsidiaries of the Company. b. (b) During the Term of Employment, Executive willthe Company shall use its best efforts to cause Employee to be elected and re-elected (i) as a member of the Board, without additional compensation, also serve on (ii) as a member of the board of directors of, serve as an officer of, and/or perform such executive and consulting services for, or of any subsidiary on behalf of, such subsidiaries or affiliates which board of directors Employee is serving on the Company as the Board of Directors may, from time to time, reasonably request. For purposes date of this Agreement, the term “affiliate” will have the meaning ascribed thereto and (iii) as a member of the Effective Date board of directors of any entity which becomes a subsidiary after the date of this Agreement on which board of directors the Chairman of the Board, Chief Executive Officer and President of the Company would customarily serve. Employee agrees to serve on the foregoing boards of directors during the Term of Employment, without compensation in Rule 12b-2 excess of that provided under the Securities Exchange Act of 1934, as amended (the “Act”)this Agreement. c. (c) During the Term of Employment, Executive will serve the Company faithfully, diligently and Employee agrees to the best of his ability and will devote substantially all of his time business time, efforts and efforts skills to his employment and the performance of his duties and responsibilities under this Agreement. Nothing herein will , and to refrain from rendering services for any enterprise other than the Company and subsidiaries of the Company, but nothing in this Agreement shall preclude Executive Employee from engaging in charitable and community affairs and devoting reasonable periods required for (i) managing his personalpersonal investments, financial and legal affairs(ii) participating in professional, so long educational, philanthropic, public interest, charitable, social or community activities, or (iii) serving as a director or member of an advisory committee of any corporation or other entity not in competition with the Company or any subsidiary of the Company, provided that such activities do not materially interfere with his carrying out Employee's regular performance of his duties and responsibilities under this Agreement. Notwithstanding the foregoing, any service on civic, educational, philanthropic or charitable boards or committees shall be subject to prior approval by the CEO. During the Term of Employment, Executive shall perform his duties and responsibilities principally in New York Cityhereunder.

Position, Duties and Responsibilities. a. During At all times during the Term Employment Term, the Executive shall: (a) Hold the position of Employmentthe Company's highest ranking executive officer reporting to the Board, which position, at the time of this Agreement, is its President and Chief Executive will Officer; (b) Have those duties and responsibilities, and the authority, customarily possessed by the highest ranking executive officer of a major corporation and such additional duties as may be employed assigned to the Executive from time to time by the Board which are consistent with the position of President and Chief Executive Officer of a major corporation; (c) Be appointed by the Board as a Director immediately upon the execution of this Agreement, and for so long as the Co-Chief Investment Officer Executive shall serve as the highest ranking executive officer of the Company, reporting directly he shall be nominated by the Corporate Governance and Nominating Committee and the Board for re-election as a Director at such time as the nominees are being proposed for election at the annual meeting of shareholders of the Company, as long as such nomination does not impair the proper exercise of the applicable fiduciary duties by the Committee or Board.; (d) Adhere to such reasonable written policies and such reasonable unwritten policies and directives as are of common knowledge to executive officers of the Company, as may be promulgated from time to time by the Board and which are applicable to executive officers of the Company; and (e) Devote the Executive's entire business time, energy, and talent (subject to vacation time in accordance with the Company's policy applicable to executive officers, illness or injury) to the Chief Executive Officer business, and to the furtherance of the Company (purposes and objectives, of the “CEO”)Company, and neither directly nor indirectly act as an executive of or render any business, commercial, or professional services to any other person, firm or organization for compensation, without the prior written approval of the Board. Nothing in this Agreement shall preclude the Executive from devoting reasonable periods of time to charitable and community activities or the management of the Executive's investment assets, provided such other senior management position as the Board determines. Executive will (i) be responsible for, and, along activities do not unreasonably interfere with the CEO and any other Co-Chief Investment Officer, have authority over, the Company’s investment functions and (ii) have such other duties and responsibilities as are reasonably assigned to him performance by the CEO or the Board of Directors Executive of the Company (Executive's duties hereunder. Furthermore, service by the “Board of Directors”) (not inconsistent in any significant respect with the duties and responsibilities typically assigned to a senior executive of a publicly-traded XXXX). b. During the Term of Employment, Executive will, without additional compensation, also serve on the board boards of directors of, serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, such subsidiaries or of up to two (2) noncompeting companies (in addition to affiliates of the Company as the Board of Directors may, from time Company) shall not be deemed to time, reasonably request. For purposes be a violation of this Agreement, the term “affiliate” will have the meaning ascribed thereto as of the Effective Date in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Act”). c. During the Term of Employment, Executive will serve the Company faithfully, diligently and to the best of his ability and will devote substantially all of his time and efforts to his employment and provided such service does not unreasonably interfere with the performance of his the Executive's duties under this Agreement. Nothing herein will preclude Executive from engaging in charitable and community affairs and managing his personal, financial and legal affairs, so long as such activities do not materially interfere with his carrying out his duties and responsibilities under this Agreement. Notwithstanding the foregoing, any service on civic, educational, philanthropic or charitable boards or committees shall be subject to prior approval by the CEO. During the Term of Employment, Executive shall perform his duties and responsibilities principally in New York Cityhereunder.

Position, Duties and Responsibilities. a. During (a) The Executive shall serve as, and with the Term of Employmenttitle, Executive will be employed as office and authority of, the Co-Chief Investment Officer Chairman of the CompanyBoard of Directors, reporting directly to the President and Chief Executive Officer of the Company (the “CEO”)Company. The Executive shall also hold similar titles, or in such other senior management position as the Board determines. Executive will (i) be responsible for, and, along offices and authority with the CEO Company's subsidiaries and any other Co-Chief Investment Officer, have authority over, its successors. The Company shall use its best efforts to cause the Company’s investment functions Executive to be nominated and (ii) have such other duties and responsibilities as are reasonably assigned elected to him by the CEO or the Board of Directors of the Company (the “"Board") and of its subsidiaries and its successors for the duration of the Employment Period. (b) The Executive shall have effective supervision and control over, and responsibility for, the strategic direction and general and active day-to-day leadership and management of the business and affairs of the Company and the subsidiaries of the Company, subject only to the authority of the Board, and shall have all of the powers, authority, duties and responsibilities usually incident to the position and office of Chairman of the Board of Directors”) (not inconsistent in any significant respect with , President and Chief Executive Officer of the duties and responsibilities typically assigned Company. The Executive shall report directly to a senior executive of a publicly-traded XXXX)the Board. b. During the Term of Employment, (c) The Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, such subsidiaries or affiliates of the Company as the Board of Directors may, from time agrees to time, reasonably request. For purposes of this Agreement, the term “affiliate” will have the meaning ascribed thereto as of the Effective Date in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Act”). c. During the Term of Employment, Executive will serve the Company faithfully, diligently and to the best of his ability and will devote substantially all of his time business time, efforts and efforts skills to his employment and the performance of his duties under this Agreement. Nothing herein will preclude Executive from engaging in charitable and community affairs and managing his personal, financial and legal affairs, so long as such activities do not materially interfere with his carrying out his duties and responsibilities under this Agreement. Notwithstanding ; provided, however, that nothing in this Agreement shall preclude the foregoing, any service on civicExecutive from devoting reasonable periods required for (i) participating in professional, educational, philanthropic philanthropic, public interest, charitable, social or charitable boards community activities, (ii) serving as a director or committees shall be subject to prior approval by member of an advisory committee of any corporation or other entity that the CEO. During Executive was serving on as of the Term date of Employmentthe Prior Agreement or any other corporation or entity that is not in competition with the Company, or (iii) managing his personal investments; provided, further, that any such activities set forth in clauses (i) through (iii) above do not materially interfere with the Executive's regular performance of his duties and responsibilities hereunder. (d) The Executive shall perform his duties and at the offices of the Company located in Atlanta, Georgia, but from time to time the Executive may be required to travel to other locations in the proper conduct of his responsibilities principally in New York Cityunder this Agreement.