Common use of Position and Duties Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Position and Duties. (i) During 2.1 Employer shall employ Employee as the Employment PeriodChief Executive Officer of Employer, the Executive shall serve as Executive Chairman of the REIT and the Operating Partnership, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly subject to the terms, conditions and provisions of this Agreement. In such capacity, Employee shall, prior to an IPO, report exclusively to Employer’s Board of Directors of the REIT (the “Board”) and, following an IPO, EGH’s Board of Directors (the “EGH Board”). In additionEmployee, during together with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (so long as ▇▇. ▇▇▇▇▇▇▇▇▇ is serving as the Employment Periodexecutive chairman of Employer or EGH) shall: (i) be responsible for managing the day-to-day operations and activities of Employer and its respective Affiliates (collectively, with EGH, the Company shall cause “Employer Group”), with such duties, responsibilities and authorities customarily associated with such position, and (ii) have the Executive final power and authority to be nominated decide any matter regarding the Employer Group (clauses (i) and (ii), the “CEO Authority”), subject to, (x) prior to stand for election an IPO, all rights of the Board as set forth in the LLC Agreement (including, without limitation, with respect to the Specified Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause Matters (as defined belowin the LLC Agreement), and (y) have occurred following an IPO, all rights of the EGH Board and not been cured. Provided that the Executive Committee of the EGH Board (the “EGH Executive Committee”), including, without limitation, with respect to matters that require the approval of EGH Board or EGH Executive Committee, as applicable. If the EGH Executive Committee is so nominated dissolved and is elected no replacement committee exists as of the applicable time of determination, references herein to the EGH Executive Committee shall be deemed to be references to the EGH Board. Following an IPO, EGH shall take all actions necessary to appoint Employee as an officer of EGH with the title “Chief Executive hereby Officer” and with all CEO Authority in respect of EGH, and, all references to the Employer shall be deemed to include EGH. 2.2 Employee accepts such employment and agrees to serve render services as provided herein, all of which services shall be performed conscientiously and to the fullest extent of Employee’s ability. Employee shall devote substantially all of Employee’s business time to the Employer Group during the term of this Agreement; except nothing in this Agreement shall preclude Employee from serving as a member of the Board. At the Company’s requestboard of directors of any charitable, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position educational, religious or entertainment industry trade, public interest or public service organization (but not as Executive Chairman a member of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more board of such additional capacities, the Executive’s compensation shall directors of a “for-profit” entity not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his business time and attention to the business and affairs part of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of Employer Group unless approved by the Board of Insurance Company of the West, (B) serve or as set forth on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investmentsAnnex A hereto), in each caseinstance not inconsistent with the business practices and policies of Employer, so long as or from devoting reasonable periods of time to the activities of the aforementioned organizations, unless such activities do not materially interfere or conflict in any material respect with the performance of the ExecutiveEmployee’s duties and responsibilities under this Agreement. It is expressly understood hereunder to the Employer Group. 2.3 Employee shall be entitled, but not obligated, to serve on the Board (and agreed that any committee thereof) and the EGH Board (and any committee thereof, including the EGH Executive Committee, to the extent that any such activities have been conducted permitted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature applicable law and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunderlisting standards). (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

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

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

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

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

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

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

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

Position and Duties. (ia) During the Employment Period, The Company will employ the Executive shall serve as President (“President”), reporting to the Global Chief Executive Chairman Officer of Village Farms International, Inc. (the REIT and the Operating Partnership, and shall perform such employment duties as are usual and customary for such positions“CEO”). The Executive shall report directly will be responsible for and perform the duties commensurate with the position of President and any other duties as may be assigned by the Company to the Board of Directors of the REIT (the “Board”). In addition, during the Employment Period, the Company shall cause the Executive in its sole discretion that reasonably relate to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, position. The Executive acknowledges and agrees that the Company shall may amend the Executive’s duties, responsibilities, title and reporting arrangements from time to time without causing breach of this Agreement, provided such amendments do not constitute constructive dismissal at law. (b) The Executive will be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At employed at the Company’s requestoffices in Delta, British Columbia, or such other location(s) as directed by the Company, provided that if the Company proposes to permanently relocate the Executive outside the Lower Mainland of British Columbia, such relocation will be subject to the mutual agreement of the parties, acting reasonably. The Executive may also be expected to travel occasionally for business purposes, as required by the Company. The Company will reimburse the Executive for any pre-authorized expenses incurred by the Executive for business-related travel for the Company in accordance with, and subject to, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman terms of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms paragraph 9 of this Agreement. (iic) During The Executive acknowledges and affirms that the Employment PeriodExecutive will be employed by the Company in a fiduciary capacity, and excluding any periods of vacation and sick leave as such will owe full fiduciary duties to which the Executive may be entitled, the Company. (d) The Executive agrees that the Executive’s hours of work will vary and be irregular and will be those hours required to devote a significant majority of his business time perform the duties and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance responsibilities of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that position but, in any such activities have been conducted by the Executive prior to the Effective Dateevent, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 employment shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunderon a full-time basis. (iiie) During This Agreement will continue to apply in the Employment Period, event that the Executive shall perform is transferred or promoted to any other position with the services required by this Agreement at the Company’s principal offices located Company and notwithstanding any changes in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties compensation, title, duties, reporting or other terms and responsibilities hereunderconditions of employment.

Position and Duties. 3.1 Executive shall be employed by Company as its Chairman and Chief Executive Officer during the Term of this Agreement except as provided in Section 3.2 below. Executive shall report directly and solely to Company's Board of Directors (i"Board"). The Board agrees to nominate Executive for election to the Board as a member of its slate at each annual meeting of stockholders during the Term and the Extended Term. Executive agrees to serve on the Board if elected. The duties and responsibilities of Chairman and Chief Executive Officer shall be as defined in the By-Laws of Company in effect as of the date hereof, and shall be without consideration of other positions Executive may hold with the Company. Executive's services are mutually agreed to be unique. 3.2 At the mutual agreement of the Executive and the Board, Executive may resign as Chief Executive Officer but continue to be employed by Company as its Chairman during the remainder of the Term, provided, however, that such resignation shall not for any reason under this Agreement constitute a termination of employment. During such period following Executive's resignation as Chief Executive Officer (henceforth referred to as the "Post-CEO Period"), Executive shall continue for all purposes of this Agreement to be an executive officer and key employee of Company and shall report directly and solely to the Board. Executive's duties during the Post-CEO Period shall include responsibility for overseeing the implementation of the Company's current and long range business policies and programs and handling such other functions as may be directed from time-to-time by the Board. The Executive, during the Post CEO-Period shall devote such time and effort as may be required for him to discharge his duties hereunder but in no event less than eighty (80) hours per month on average. During the Employment Post-CEO Period, the Executive shall serve be provided with such secretarial and other support personnel and general working environment as Executive Chairman of the REIT may be required for him to carry out his duties and the Operating Partnership, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly to the Board of Directors of the REIT (the “Board”). In addition, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreementresponsibilities. (ii) 3.3 During the Employment PeriodExecutive's period of service hereunder, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to perform such services not inconsistent with his position as shall from time to time be assigned to him by the Company's Board. During the Term, except for Disability, illness and vacation period and except as otherwise provided herein, Executive shall devote a significant majority of his business time full productive time, attention and attention energies to the business and affairs position of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board and Chief Executive Officer. 3.4 Executive's expenditure of Insurance Company reasonable amounts of time in connection with outside activities, not competitive with the business of the WestCompany, (B) serve on boards, committees such as outside directorships or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, professional activities shall not be considered in each case, contravention of this Agreement so long as such activities do not materially interfere or conflict with the his performance of the Executive’s duties and responsibilities under this AgreementAgreement . It Further, it is expressly understood and agreed that to the extent that any such activities have been conducted by the parties hereto that Executive prior is entitled to the Effective Dateengage in passive and personal investment activities not materially interfering with his performance of this Agreement. 3.5 Service as an executive of an Affiliated Company, the continued conduct of such activities (whether separately compensated or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date not, shall not thereafter be deemed to interfere with the performance considered in contravention of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunderthis Agreement. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (ia) During The Executive shall serve as Chief Technical Officer for the Employment PeriodCompany. In addition, the Executive shall be appointed, and, as necessary, shall be reappointed or, to the extent the shareholders shall vote to elect the Board. re-nominated, by the Company's Board of Directors (the "Board") to serve as Executive Chairman of on the REIT and Board during the Operating Partnership, and shall perform such employment duties as are usual and customary for such positionsTerm. The Executive shall report directly be responsible for establishing the Company's technical vision and leading all aspects of the Company's technology development and shall also have such other duties as from time to time may be reasonably prescribed by the Board and the Company's Chief Executive Officer including but not limited to those responsibilities as set forth on Exhibit A attached hereto. Other than as set forth in this paragraph 3(a), this Agreement shall not apply to the Executive's position on the Board of Directors and shall only apply to the Executive's position as Chief Technical Officer of the REIT Company. (b) During the “Board”)Term. In addition, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve perform and discharge the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event duties that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees assigned to devote a significant majority of his business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of him by the Board of Insurance Company of acid/or the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, Chief Executive Officer from time to time in each case, so long as such activities do not materially interfere or conflict accordance with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Dateshall devote his best talents, the continued conduct of such activities (or the conduct of activities similar in nature efforts and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated abilities to the performance of Executive’s his duties hereunder. (iiic) During the Employment PeriodTerm, the Executive shall perform his duties hereunder on a substantially full-time basis and shall be employed exclusively by the Company. It is acknowledged and agreed by the parties that the Executive is currently engaged in outside endeavors which are neither in conflict nor competition with the services required by this Agreement at to be provided hereunder or the business plans of the Company’s principal offices located . The Executive shall, at all times during the Term and any extension thereof. discharge his duties in San Diegoconsultation with, and under the supervision of the Board. It is also acknowledged and agreed that immediately following the date hereof, during the Term. the preponderance of the Company's product development effort shall occur within the southern California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunderarea.

Position and Duties. (i) During the Employment Period, the Executive shall serve as the Company’s President and Chief Operating Officer, reporting directly to the Chief Executive Chairman of the REIT and the Operating PartnershipOfficer, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly to the Board of Directors of the REIT (the “Board”). In addition, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position role as Executive Chairman President and Chief Operating Officer of the REIT and the Operating PartnershipCompany. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his the Executive’s full business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to engage in any of the following activities: (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, or engage in charitable activities, (CB) fulfill limited teaching, speaking and writing engagements, (C) investing in and/or holding economic interests in companies in which the Executive does not take an operating or management role, or an active participation in the management or operation of the investment, and which investments do not violate the Company’s policies on corporate opportunities as set forth in the Company’s Code of Business Conduct and Ethics (any such investment and/or holding described in this clause (C) not to exceed a 5% interest in any company, unless otherwise approved in writing by the Board of Directors of the Company (the “Board”), except that the Executive shall be entitled to invest in up to three (3) companies during the Employment Period exceeding a 5% interest in such company, so long as the following conditions are satisfied: (1) the aggregate amount of the Executive’s investment in such companies during the Employment Period does not exceed $2,000,000; (2) the Executive shall provide five (5) business days’ written notice to the Company prior to making such an investment in a company; and (3) without limiting the provisions of any other agreement between the Executive and the Company (including without limitation the Confidentiality Agreement (as defined below)), during the Employment Period the Executive shall not invest or hold an economic interest in any entity that competes with any historical, current or planned business or business activities of the Company), and/or (D) manage his the Executive’s purchase and management of investments in real estate, collectibles or personal investmentsproperty assets , in each case, so long as such activities do not not, individually or in the aggregate, materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San DiegoSanta Monica, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

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

Position and Duties. (ia) During the Employment Period, the The Executive shall serve as Executive Chairman the Chief Operating Officer (“COO”) of the REIT and Company reporting to the Operating Partnership, and shall perform such employment duties as are usual and customary for such positionsCompany’s Chief Executive Officer. The Executive shall report directly primarily work out of any office he deems appropriate. (b) The Company agrees to propose to the shareholders of the Company at each appropriate meeting of such shareholders during the Term and any Renewal Term (as such terms are defined below), the election and reelection of the Executive as a member of the Board of Directors of the REIT (the “Board”). In addition, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term in his capacity as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s requestChief Executive Officer, the Executive shall either serve as a director, manager, member and senior executive officer of each of the Company and/or its Company’s subsidiaries or affiliates, or shall alone act on the Company’s behalf in the Company’s capacity as member, manager, shareholder, partner, or otherwise as interest holder in respect of any and all of the Company’s subsidiaries and affiliates affiliates, except that the Executive himself may delegate such function or appoint another in other capacities in addition to the foregoing his stead. (c) The Executive shall have such duties, authority and responsibilities as are consistent with the Executive’s position role of COO and as Executive Chairman may be set forth in the Bylaws of the REIT Company on the date hereof. Executive shall only have duties as arise from this Agreement and any duties or obligations to the Operating PartnershipCompany under any previous employment agreement are hereby cancelled. In For purposes of the event that applicability of the Company’s compensation plans to the Executive, during Executive shall be considered an “employee.” Nothing herein shall require the Employment PeriodExecutive to devote more than a substantial amount of his business time to the performance of his duties hereunder. Accordingly, serves in any one the Executive shall be entitled to (i) serve as an advisor or more member of such additional capacitiesthe board of directors of unaffiliated companies, (ii) serve on civic, charitable, educational, religious, public interest or public service boards, (iii) manage the Executive’s compensation shall not be increased beyond that specified personal and family investments, and (iv) engage in Section 2(b) hereofand/or have an ownership interest in other businesses. In addition, the Executive has disclosed to the Company his involvement in entities and investments other than the Company (collectively, the “Outside Activities”). The Executive is permitted to continue to engage in the event Outside Activities. The Company shall also permit the Executive’s service Executive to engage in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination other business related activities provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his business time and attention disclose to the business and affairs Board any actual or potential conflict of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation interest arising out of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunderactivities. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

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

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

Position and Duties. (i) During the Employment Period, the Executive shall serve as the Chief Executive Chairman Officer and President of the REIT Company, and in such other position or positions with the Operating PartnershipCompany and its subsidiaries as are consistent with the Executive’s positions as Chief Executive Officer and President of the Company, and shall perform have such employment duties and responsibilities as are usual assigned to the Executive by the Board consistent with the Executive’s position as Chief Executive Officer and customary for such positionsPresident of the Company. The Executive shall report directly to the Board of Directors of the REIT (the “Board”). In addition, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board, if elected to serve in such position during the Employment Period. At Upon the Companyeffectiveness of the Executive’s requesttermination of employment with the Company (for any reason), the Executive shall serve been deemed to have automatically resigned from the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this AgreementBoard. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be is entitled, the Executive agrees to devote reasonable attention and time during normal business hours and on a significant majority of his business full-time and attention basis to the business and affairs of the Company, to discharge the responsibilities assigned to the Executive hereunder, and to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. Notwithstanding the foregoing, during During the Employment Period, Period it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman be employed by the Company or any of the Board of Insurance Company of the Westits subsidiaries or Affiliates, (B) serve on boardscorporate, civic or charitable boards or committees or similar bodies of charitable or nonprofit organizationswhich are set forth on Schedule 1 attached hereto, (C) deliver lectures, fulfill limited teaching, speaking and writing engagements, and engagements or teach at educational institutions or (D) manage his personal investments, in each caseinvestments on a passive basis, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to significantly interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement; provided, however, that the Executive shall not engage in other employment or undertake any other commercial business activities unless the Executive obtains the prior written consent of the Board. The Board may deny or rescind consent to the Executive’s service as a director of all other corporations or participation in other business or public activities if the Board, in its sole discretion, determines that such activities compromise or threaten to compromise the Company’s business interest or conflict with the Executive’s duties to the Company; provided, that (1) no such activity that violates the provisions of Section 7 . The Executive shall be permitted and (2) Executive shall notify to retain all compensation in respect of any of the Board prior services or activities referred to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunderthis Section 2(a)(ii). (iii) During the Employment Period, The location at which the Executive shall will perform the services required by pursuant to this Agreement shall be principally based at the Company’s principal offices located in San DiegoBoca Raton, California (the “Principal Location”)Florida, except for subject to reasonable travel required to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunderperform such duties.

Position and Duties. (ia) During the Employment Period, the Executive Employee shall serve as Executive Chairman of Chief Product Officer, (CPO) subject to direction from the REIT and the Operating Partnership, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly to the Board of Directors of the REIT Company’s CEO (the “BoardReporting Officer”). In additionthis capacity, Employee shall have the duties, authorities, and responsibilities commensurate with the duties, authorities, and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as the Reporting Officer shall designate from time to time that are not inconsistent with the Employee’s position. Employee shall report to the Reporting Officer, or such other member of senior management as may be determined by the Chief Executive officer of the Company. (b) Employee agrees, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election devote Employee’s full business and professional time and energy to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelectedCompany; provided, however, that subject to the Company terms hereof, including, without limitation, Section 6, Employee may, with prior consent of the Company, which shall not be obligated unreasonably withheld, devote reasonable periods of time to cause such nomination if rendering services of a business, commercial or charitable nature on his own behalf or on behalf of any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Boardother person, the Executive hereby agrees to serve as a member of the Board. At the Company’s requestfirm, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, or corporation during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that Employee shall remain available to perform his duties and responsibilities within the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Periodstandard work hours, attendance and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his business time and attention to the business and affairs general work practices policies of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive Employee agrees to (A) continue to serve as Chairman carry out and abide by all lawful directions of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date Reporting Officer that are unrelated to the performance of Executiveconsistent with Employee’s duties hereunderposition. (iiic) During Carve Outs: a. M▇▇▇▇▇▇ ▇. ▇▇▇▇▇ will provide to bowmo, Inc. a list of his outside business activities which will be expressly “carved out” from any provision restricting outside business activities upon vote and approval by a majority of the Employment Periodbowmo, Inc. Board of Directors. This is premised on the Executive understanding that M▇▇▇▇▇▇ ▇. ▇▇▇▇▇’▇ express representation that his outside business activities shall perform the services required by this Agreement at the Company’s principal offices located in San Diegonever interfere with his performance of his duties on behalf of bowmo, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.Inc.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Executive Chairman Chief Operating Officer and Chief Investment Officer of the REIT and the Operating Partnership, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly to the Board of Directors of the REIT (the “Board”). In addition, during the Employment Period, the Company shall cause the Chief Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the BoardOfficer. At the |US-DOCS\112164660.3|| Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman Chief Operating Officer and Chief Investment Officer of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his full business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (CB) fulfill limited teaching, speaking and writing engagements, and (DC) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San DiegoLos Angeles, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Chairman, ▇▇▇▇ Disney Parks and Resorts Worldwide. In such capacity, Executive Chairman shall report, at the election of Disney as exercised by it from time to time, solely and directly either (i) to the Chief Executive Officer of Disney, (ii) to either of the REIT and the President or Chief Operating PartnershipOfficer of Disney, and if such officer shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly to the Board of Directors of the REIT (the “Board”). In addition, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting time not also be the Chief Executive Officer of stockholders Disney, or (iii) to any other position at Disney more senior than President or Chief Operating Officer of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelectedDisney; provided, however, that the Company Executive shall not at any time be obligated required to cause such nomination if report to any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected person pursuant to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. either clause (ii) or clause (iii) above unless such person shall report directly to the Chief Executive Officer of Disney. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to shall devote a significant majority of substantially all his business time and attention to the business services required of him hereunder in his position as Chairman, ▇▇▇▇ Disney Parks & Resorts Worldwide, or such other positions with the Company or its affiliates within the Parks and affairs Resorts segment, consistent with his position as Chairman, ▇▇▇▇ Disney Parks and Resorts Worldwide, as the Company shall reasonably assign to Executive from time to time, and Executive shall perform such services in a manner consonant with the duties of his position. Executive shall be subject to the Company. Notwithstanding terms and conditions of any applicable policy of Disney or the foregoingCompany regarding service (including as a director) on behalf of any other organization, during provided that, subject to the Employment Periodprovisions of Paragraph 8(a), it nothing herein shall not be a violation of this Agreement for the preclude Executive to from (Ai) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of engaging in charitable or nonprofit organizations, (C) fulfill limited teaching, speaking activities and writing engagementscommunity affairs, and (Dii) manage managing his personal investments, in each caseinvestments and affairs, so long as such the activities listed in subclauses (i)-(ii) do not materially interfere interfere, individually or conflict in the aggregate, with the proper performance of the Executive’s his duties and responsibilities under this Agreementas Chairman, ▇▇▇▇ Disney Parks and Resorts Worldwide. 3. It is expressly understood Paragraphs 3(b) and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto3(c) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities Agreement are hereby amended to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging read in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations their entirety as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.follows:

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

Position and Duties. (ia) During the Employment PeriodTerm, Employee shall hold the Executive title of Vice President - Engineering. The Company and Employee agree that the Employee shall serve as Executive Chairman have duties and responsibilities consistent with the position set forth above in a company the size and of the REIT and nature of the Operating PartnershipCompany, and shall perform such employment other duties as and authority that are usual and customary for such positions. The Executive shall report directly assigned to Employee from time to time by the Company’s Board of Directors of the REIT (the “Board”). In addition, during the Employment Period, or such other officer of the Company as shall cause be designated by the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company Board. Employee shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected report to the Board, the Executive hereby agrees or to serve as a member such other officer of the Company as shall be designated by the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (iib) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive Employee agrees to devote a significant majority of his best efforts and his full business time and attention to the business and affairs of the Company. Notwithstanding Employee shall perform his duties and responsibilities to the foregoingbest of his abilities in a diligent and professional manner, during and agrees to comply with all of the policies of the Company, including such policies with respect to legal compliance, conflicts of interest, confidentiality and business ethics as are from time to time in effect. During the Employment PeriodTerm, it Employee shall not engage in any business activity which, in the reasonable judgment of the Board, conflicts or interferes with the duties and responsibilities of Employee hereunder, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written approval of the Company or engage in or be a violation employed by any other business; provided, however, that the foregoing provisions of this Agreement for Section 2 shall not limit or prohibit Employee from engaging in community, charitable and social activities, personal investment activities and the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve endeavors set forth on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investmentsExhibit A attached hereto, in each case, so long as such activities do case not materially interfere or conflict interfering with the Employee’s performance and obligations hereunder. For the avoidance of doubt, this Section 2 shall not limit or prohibit Employee from providing services to or for the benefit of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that ▇▇▇▇▇▇▇▇ Entities pursuant to the extent Second Amended and Restated Service Agreement dated as of March 1, 2005 by and among the Company and the ▇▇▇▇▇▇▇▇ Entities (as defined therein), as amended from time to time. (c) Employee acknowledges and agrees that Employee owes a duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Company and to do no act that would injure the business, interests, or reputation of the Company or any such activities have been conducted by the Executive prior of its Affiliates. In keeping with these duties, Employee shall make full disclosure to the Effective Date, the continued conduct Company of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities all significant business opportunities pertaining to the Company; provided’s business and shall not appropriate for Employee’s own benefit business opportunities concerning the subject matter of the fiduciary relationship. Except as set forth in Section 5(d)(ii), that (1) no such activity that violates the provisions for purposes of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Periodthis Agreement, the Executive term “Affiliate” shall perform the services required mean an individual or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunderor is under common control with a specified individual or entity.

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

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

Position and Duties. (ia) The Company agrees to continue to employ the Executive, and the Executive agrees to continue to be employed, as Chairman and Chief Executive Officer of the Company, subject to the supervision of, and reporting only to, the Board. The Executive shall have such senior executive powers, duties, authorities and responsibilities as are consistent with Executive's position and title and as have historically been performed by Executive, including acting as co-chairman of any meeting of the Board, supervising financing, acquisitions and similar major strategic transactions and strategic planning for the Company consistent with his title and position, supervising the President and Chief Operating Officer of the Company and managing all non-operating activities of the Company, including corporate governance, organizational structure, acquisitions and financing, senior executive compensation, stock and stock option issuances and stock option plan management. At all times during the period of Executive's employment, the Executive shall, unless he otherwise elects, be nominated for election by the shareholders of the Company to the Board. (b) During the Employment Period, the Executive shall serve as Executive Chairman of the REIT and the Operating Partnership, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly to the Board of Directors of the REIT (the “Board”). In addition, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause Period (as defined in Section 2 below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitledvacation, the Executive agrees to devote a significant majority of his business time such time, attention and attention efforts to the business and affairs of the Company. Notwithstanding Company as may be necessary to discharge the foregoing, during duties and responsibilities assigned to the Employment Period, it Executive hereunder and to use the Executive's reasonable best efforts to perform faithfully and efficiently such duties and responsibilities. (c) It shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman engage in any activity which is, in the good faith opinion of the Board of Insurance Company of Executive, not inconsistent with the WestCompany's interests and prospects, including, without limitation, (Ba) serve serving on boardscivic or charitable boards or committees; (b) serving as an officer or director of any Company that is not in a Competitive Business (as defined herein); (c) delivering lectures, committees fulfilling speaking engagements or similar bodies of charitable or nonprofit organizations, teaching at educational institutions; (Cd) fulfill limited teaching, speaking and writing engagements, managing personal investments; and (De) manage his personal investmentsattending conferences conducted by business organizations; provided, in each casehowever, so long as that such activities do activity does not materially significantly interfere or conflict with the performance of the Executive’s 's duties and responsibilities under this Agreementhereunder. It is expressly understood and agreed that to the extent that any such activities have activity has been conducted by the Executive prior to the Effective Datedate of this Agreement, the continued conduct of such activities activity (or the conduct of activities an activity similar in nature and scope thereto) subsequent to during the Effective Date Employment Period shall not thereafter be deemed not to interfere with the performance of the Executive’s 's duties and responsibilities to the Company; provided, that (1) no such activity that violates the provisions Company and shall not constitute a violation of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunderthis Agreement. (iiid) During the Employment PeriodExcept for periodic travel assignments, the Executive shall not, without his consent, be required to perform services for the services required by this Agreement Company at any place other than the principal place of the Company’s 's business which shall at all times, unless the Executive otherwise consents, be within a 20 mile radius of the Company's current principal place of business. Notwithstanding anything herein to the contrary, the Executive may, at his sole discretion and upon prior written notice to the Board, relocate at any time to New York City, New York in connection with the establishment by the Company of executive offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereundersuch city.

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

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

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

Position and Duties. (i) During the Employment Period, the Executive shall serve as the President, Chief Executive Officer and Chairman of the REIT boards of directors of each of Employer and the Operating PartnershipS▇▇▇▇▇ Petroleum, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly to the Board of Directors of the REIT Inc., a Texas corporation (the “BoardTexas Employer”). In additionWhile serving in these capacities, during the Employment PeriodExecutive will focus primarily on expanding Employer’s and Texas Employer’s businesses through product innovation, the Company shall cause the organic growth, green-field projects and tuck-in acquisitions and developing a long-term plan for Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or transition into more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more a long-term strategic vision role and less of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreementday-to-day operating role with Employer and Texas Employer. (ii) During Executive shall report to the Employment PeriodBoard, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to shall devote a significant majority of his full business time and attention to the business and affairs of the Company. Notwithstanding the foregoingEmployer, during the Employment PeriodTexas Employer and their Subsidiaries; provided, it shall not be a violation of this Agreement for the however, that Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of may participate in charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, community service activities and (D) manage his personal investments, in each case, case in a manner consistent with past practices and so long as such activities do participation and management does not collectively materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Periodperiod from and after the second anniversary of the Closing Date until a Qualified Change of Control, if and for so long as Executive is serving and has continued to serve as the Chief Executive Officer of Employer and/or Texas Employer, Executive shall perform have the services required authority and discretion to determine what amount, if any, shall be paid to any Key Employee (as defined in the Merger Agreement) in the case that and at the time that any such person is terminated by this Agreement at the Company without Cause (as “Cause” is defined in the Key Employee’s Executive Unit Agreement) after the second anniversary of the Closing Date; provided that Executive may not award in excess of one half of any such person’s annual base salary in effect immediately prior to such termination without the prior consent of the Board and any severance payment awarded to any such person shall be payable in equal monthly installments in amounts consistent with and otherwise in accordance with the Company’s principal offices located general payroll practices. Executive understands and agrees that the this Section 6(a)(iii) applies only with respect to a termination by the Company without Cause of any Key Employee and for no other present or future employee of the Company or in San Diego, California (connection with the “Principal Location”), except for travel cessation of any such person’s employment other than due to other locations as may be necessary to fulfill a termination by the Executive’s duties and responsibilities hereunderCompany without Cause.

Position and Duties. (i) During the Employment Period, the Executive Employee shall serve as Executive Chairman of the REIT and the Operating PartnershipVice President, Operations, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly to the Board of Directors of the REIT (the “Board”). In addition, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Boardposition. At the Company’s request, the Executive Employee shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnershipforegoing. In the event that the ExecutiveEmployee, during the Employment Period, serves in any one or more of such additional capacities, the ExecutiveEmployee’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the ExecutiveEmployee’s service in one or more of such additional capacities is terminated, the ExecutiveEmployee’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive Employee otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive Employee may be entitled, the Executive Employee agrees to devote a significant majority of his the Employee’s full business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive Employee shall perform the services required by this Agreement at the Company’s principal offices located in San DiegoSanta Monica, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the ExecutiveEmployee’s duties and responsibilities hereunder. Notwithstanding the foregoing sentence, however, Employee must relocate to Kirkland, Washington (or to the principal location of SpinCo, as defined below, wherever that may be (“Spinco Principal Location”)) within 60 days of the date that SpinCo becomes a separate publicly traded company and Employee signs, and Spinco counter-signs, an employment agreement. For the purpose of this Agreement, SpinCo shall mean the entity which Demand Media will establish for the operation of its domain-service business (including its registrar, registry, and monetization businesses, among others), which shall become a new publicly-traded company after the filing and approval of a Form 10 with the Securities and Exchange Commission, the listing of SpinCo’s shares on a nationally recognized exchange or quotation service and the pro rata dividend of such SpinCo shares to the stockholders of Demand Media as of such listing date.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Chief Executive Chairman Officer of the REIT and the Operating Partnership, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly to the Board of Directors of the REIT (the “Board”). In addition, during the Employment Period, the Company shall cause the Executive to be nominated to stand LA\2082081.6 for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Chief Executive Chairman Officer of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his full business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (CB) fulfill limited teaching, speaking and writing engagements, and (DC) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San DiegoLos Angeles, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (ia) As of the Effective Date, the Executive shall serve as Chief Financial Officer of the Company, in which capacity the Executive shall perform the usual and customary duties of such office, which are normally inherent in such capacity in U.S. publicly held corporations of similar size and character as ▇▇▇. The Executive shall report to the Chief Executive Officer. The Executive agrees and acknowledges that, in connection with his employment relationship with the Company, the Executive owes fiduciary duties to the Company and will act accordingly. (b) During the Employment Period, the Executive shall serve as Executive Chairman agrees to devote substantially his full time, attention and energies to the Company’s business and agrees to faithfully and diligently endeavor to the best of his ability to further the best interests of the REIT Company, ▇▇▇ and the Operating Partnership, and shall perform such employment duties as are usual and customary for such positionsits shareholders. The Executive shall report directly not engage in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage. Subject to the Board covenants of Directors Section 10 herein, this shall not be construed as preventing the Executive from investing his own assets in such form or manner as will not require his services in the daily operations of the REIT affairs of the companies in which such investments are made. Further, subject to Section 10 herein, the Executive may serve as a director of other companies, if such service is approved by the Compensation Committee of the Board (the “BoardCompensation Committee”). In addition, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do service is not materially detrimental to the Company or ▇▇▇, does not interfere with the Executive’s service to the Company and does not present the Executive with a conflict of interest. (c) In keeping with the Executive’s fiduciary duties to the Company, the Executive agrees that he shall not, directly or indirectly, become involved in any conflict of interest, or upon discovery thereof, allow such a conflict to continue. Moreover, the Executive agrees that he shall promptly disclose to the Board any facts which might involve any reasonable possibility of a conflict of interest, or be perceived as such. (d) Circumstances in which a conflict of interest on the part of the Executive would or might arise, and which should be reported immediately by the Executive to the Board, include the following: (i) ownership of a material interest in, acting in any capacity for, or accepting directly or indirectly any payments, services or loans from a supplier, contractor, subcontractor, customer or other entity with which the Company does business; (ii) misuse of information or facilities to which the Executive has access in a manner which will be detrimental to the Company’s interest; (iii) disclosure or other misuse of Confidential Information (as defined in Section 10); (iv) acquiring or trading in, directly or indirectly, other properties or interests connected with the design, manufacture or marketing of products designed, manufactured or marketed by the Company; (v) the appropriation to the Executive or the diversion to others, directly or indirectly, of any opportunity in which it is known or could reasonably be anticipated that the Company would be interested; and (vi) the ownership, directly or indirectly, of a material interest in an enterprise in competition with the Company or its dealers and distributors or acting as a director, officer, partner, consultant, employee or agent of any enterprise which is in competition with the Company or its dealers or distributors. (e) Further, the Executive covenants, warrants and represents that he shall: (i) devote his full and best efforts to the fulfillment of his employment obligations; (ii) exercise the highest degree of fiduciary loyalty and care and the highest standards and conduct in the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Companyhis duties; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder.and (iii) During endeavor to prevent any harm, in any way, to the Employment Period, the Executive shall perform the services required by this Agreement at business or reputation of the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder▇▇▇ or its subsidiaries.

Position and Duties. The Employer hereby continues to employ the Executive and the Executive hereby accepts continued employment with the Employer to serve as a director of the Employer and as Chief Operating Officer of the Company. The Executive shall perform the services and duties attendant to such offices, including such services and duties as set forth herein or in the Memorandum and Articles of Association of the Employer and the Bylaws of the Company, subject in all respects to the direction and supervision of the Company’s Chief Executive Officer (ithe “CEO”) During and the Employment PeriodBoard of Directors of the Company (the “Board”), provided that such services and duties are consistent with the normal and customary responsibilities of an officer of the Company and that Executive retains the title of Chief Operating Officer. As Chief Operating Officer, the Executive shall serve as Executive Chairman of the REIT and the Operating Partnership, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly to the Board of Directors CEO of the REIT (the “Board”)Company. In addition, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the The Executive shall serve the Company and/or its subsidiaries and affiliates in the Employer faithfully and diligently and shall devote his full professional time and attention (except for paid time off, sick leave, and other capacities in addition excused leaves of absence) to the foregoing consistent with performance of his services under this Agreement. The Executive shall at all times act in good faith and in the interests of the Employer, the Company and their affiliates. The Executive shall take any such office as a director in the Employer or as a director in any affiliates of the Employer or the Company, as requested. For the avoidance of doubt, the termination of any directorship or other office held by the Executive by the Employer, the Company or any of their affiliates will not terminate the Executive’s position as Executive Chairman employment or amount to a breach of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the . The Executive agrees not to devote resign as a significant majority of his business time and attention to the business and affairs director of the Company, the Employer or any of their affiliates without the agreement of the Company, the Employer or any of their affiliates, as appropriate. Notwithstanding The Executive acknowledges that as he is responsible for determining the foregoingduration of his own working time, during Part II of the Employment PeriodOrganisation of Working Time Act, it 1997 shall not be a violation of this Agreement for the Executive apply to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities employment under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (ia) During the Employment PeriodTerm, Employee shall hold the Executive title of Vice President — New Ventures. The Company and Employee agree that the Employee shall serve as Executive Chairman have duties and responsibilities consistent with the position set forth above in a company the size and of the REIT and nature of the Operating PartnershipCompany, and shall perform such employment other duties as and authority that are usual and customary for such positions. The Executive shall report directly assigned to Employee from time to time by the Company’s Board of Directors of the REIT (the “Board”). In addition, during the Employment Period, or such other officer of the Company as shall cause be designated by the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company Board. Employee shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected report to the Board, the Executive hereby agrees or to serve as a member such other officer of the Company as shall be designated by the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (iib) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive Employee agrees to devote a significant majority of his best efforts and his full business time and attention to the business and affairs of the Company. Notwithstanding Employee shall perform his duties and responsibilities to the foregoingbest of his abilities in a diligent and professional manner, during and agrees to comply with all of the policies of the Company, including such policies with respect to legal compliance, conflicts of interest, confidentiality and business ethics as are from time to time in effect. During the Employment PeriodTerm, it Employee shall not engage in any business activity which, in the reasonable judgment of the Board, conflicts or interferes with the duties and responsibilities of Employee hereunder, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written approval of the Company or engage in or be a violation employed by any other business; provided, however, that the foregoing provisions of this Agreement for Section 2 shall not limit or prohibit Employee from engaging in community, charitable and social activities, personal investment activities and the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve endeavors set forth on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investmentsExhibit A attached hereto, in each case, so long as such activities do case not materially interfere or conflict interfering with the Employee’s performance and obligations hereunder. For the avoidance of doubt, this Section 2 shall not limit or prohibit Employee from providing services to or for the benefit of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that ▇▇▇▇▇▇▇▇ Entities pursuant to the extent Second Amended and Restated Service Agreement dated as of March 1, 2005 by and among the Company and the ▇▇▇▇▇▇▇▇ Entities (as defined therein), as amended from time to time. (c) Employee acknowledges and agrees that Employee owes a duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Company and to do no act that would injure the business, interests, or reputation of the Company or any such activities have been conducted by the Executive prior of its Affiliates. In keeping with these duties, Employee shall make full disclosure to the Effective Date, the continued conduct Company of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities all significant business opportunities pertaining to the Company; provided’s business and shall not appropriate for Employee’s own benefit business opportunities concerning the subject matter of the fiduciary relationship. Except as set forth in Section 5(d)(ii), that (1) no such activity that violates the provisions for purposes of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Periodthis Agreement, the Executive term “Affiliate” shall perform the services required mean an individual or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunderor is under common control with a specified individual or entity.

Position and Duties. (i) During the Employment Periodterm of the Executive's employment, the Executive shall serve as Chief Executive Chairman Officer and President of the REIT and Company and, in so doing, shall report to the Operating Partnership, and shall perform such employment duties Company's board of directors (the "Board") or any ----- committee thereof as are usual and customary for such positionsmay be designated from time to time by the Board. The Executive shall report directly have supervision and control over, and responsibility for, such management and operational functions of the Company currently assigned to such position, and shall have such other powers and duties (including holding officer positions with the Company and one or more subsidiaries of the Company) as may from time to time be prescribed by the Board, so long as such powers and duties are reasonable and customary for the chief executive officer of an enterprise comparable to the Board of Directors of the REIT Company. (the “Board”). In additionii) The Company shall, during the Employment Periodterm of the Executive's employment, the Company shall use all reasonable efforts to cause the Executive to be nominated to stand for election elected or appointed to the Board at any meeting of stockholders of to the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that extent the Company shall not be obligated has the right to so cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is to be elected to the Board, the or appointed. The Executive hereby agrees to serve as a member of on the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one Board if elected or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreementappointed. (iiiii) During the Employment Periodterm of the Executive's employment, and excluding any periods of vacation and sick leave to which the Executive may be is entitled, the Executive agrees to devote a significant majority substantially all of his business time and attention to the business and affairs of the CompanyCompany and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive's reasonable efforts to perform faithfully, effectively and efficiently such responsibilities. Notwithstanding anything to the foregoingcontrary in Section 9, except as otherwise provided in this Section 2(a)(iii), during the Employment Periodterm of the Executive's employment and thereafter, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B1) serve on boardscorporate, committees civic or similar bodies of charitable boards or nonprofit organizationscommittees, (C2) deliver lectures or fulfill limited teaching, speaking and writing engagements, engagements and (D3) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s 's responsibilities to as a member of the CompanyBoard and as an employee of the Company in accordance with this Agreement; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Periodhowever, the Executive shall perform right to serve on corporate boards or committees and -------- ------- the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel right to other locations as may be necessary manage personal investments is subject to fulfill the Executive’s duties and responsibilities hereunderSection 9.

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

Position and Duties. (i) As of the Effective Date, the Executive shall serve as Chairman of the Board, President and Chief Executive Officer of the Company, in which capacity the Executive shall perform the usual and customary duties of such office, which shall be those normally inherent in such capacity in U.S. publicly held corporations of similar size and character. The Executive agrees and acknowledges that, in connection with his employment relationship with the Company, the Executive owes fiduciary duties to the Company and will act accordingly. During the Employment Period, the Executive shall serve as Executive Chairman agrees to devote substantially his full time, attention and energies to the Company's business and agrees to faithfully and diligently endeavor to the best of his ability to further the best interests of the REIT and the Operating Partnership, and shall perform such employment duties as are usual and customary for such positionsCompany. The Executive shall report not engage in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage. Subject to the covenants of Section 9 herein, this shall not be construed as preventing the Executive from investing his own assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. Further, subject to Section 9 herein, the Executive may serve as a director of other companies so long as such service is not injurious to the Company and so long as such service does not present the Executive with a conflict of interest. In keeping with the Executive's fiduciary duties to the Company, the Executive agrees that he shall not, directly or indirectly, become involved in any conflict of interest, or upon discovery thereof, allow such a conflict to continue. Moreover, the Executive agrees that he shall promptly disclose to the Board any facts which might involve any reasonable possibility of Directors a conflict of interest. Circumstances in which a conflict of interest on the part of the REIT (the “Board”). In additionExecutive would or might arise, during the Employment Period, the Company shall cause and which should be reported immediately by the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, include the following: (a) ownership of a material interest in, acting in any capacity for, or accepting directly or indirectly any payments, services or loans from a supplier, contractor, subcontractor, customer or other entity with which the Company does business; (b) misuse of information or facilities to which the Executive hereby agrees has access in a manner which will be detrimental to serve the Company's interest; (c) disclosure or other misuse of Confidential Information (as defined in Section 9); (d) acquiring or trading in, directly or indirectly, other properties or interests connected with the design, manufacture or marketing of products designed, manufactured or marketed by the Company; (e) the appropriation to the Executive or the diversion to others, directly or indirectly, of any opportunity in which it is known or could reasonably be anticipated that the Company would be interested; and (f) the ownership, directly or indirectly, of a material interest in an enterprise in competition with the Company or its dealers and distributors or acting as a member director, officer, partner, consultant, employee or agent of any enterprise which is in competition with the BoardCompany or its dealers or distributors. At the Company’s requestFurther, the Executive shall serve the Company and/or its subsidiaries covenants, warrants and affiliates in other capacities in addition represents that he shall: (i) Devote his full and best efforts to the foregoing consistent with the Executive’s position as Executive Chairman fulfillment of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement.his employment obligations; (ii) During Exercise the Employment Period, highest degree of fiduciary loyalty and excluding any periods of vacation care and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his business time highest standards and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, conduct in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Companyhis duties; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder.and (iii) During Endeavor to prevent any harm, in any way, to the Employment Period, the Executive shall perform the services required by this Agreement at business or reputation of the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

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

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

Position and Duties. (ia) During the Employment PeriodTerm, the Executive shall serve as Executive Chairman of the REIT and Company. In addition, on the Operating PartnershipCommencement Date, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly be appointed to the Board of Directors of the REIT Company (the “Board”). In addition) and as the Chairman of the Board, and, to the extent elected, during the Employment PeriodTerm Executive shall serve as the Chairman of the Board until the date that Executive is no longer serving as a member of the Board (as the same may be renewed with the approval of the Board and the Company’s stockholders), or upon his earlier death, incapacity, removal or resignation. Executive shall have the authority and duties commensurate with such positions and such other duties as shall be determined from time to time by the Board consistent with such positions. Executive will report directly to the Board. (b) Without limiting Section 2(a), the Company shall cause parties hereby acknowledge that, in addition to the duties set forth in Section 2(a), during the Employment Term Executive will serve as Co-Chairman, together with the Company’s current Chief Executive Officer (the “Current CEO”), of an executive management committee (the “Executive Committee”) that will be established promptly following the Commencement Date. The Executive Committee will initially be comprised of Executive, the Current CEO and the Company’s founder, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (the “Founder”); provided, that the Executive Committee may, from time to be nominated to stand time, include additional members of management, or remove previously added members of management, as mutually agreed by Executive and the Current CEO (or if the Current CEO’s employment terminates for election any reason, as determined by Executive, who will then serve as Chairman of the Executive Committee). The Executive Committee shall generally have responsibility for matters not reserved for determination by the Board (or an independent committee of the Board), including authority over all matters consequential to the Board at any meeting of stockholders management and operation of the REIT during which any such election is held Company and its subsidiaries, other than matters previously delegated to specific executives or committees (e.g., tax, legal, ISI Executive Committee and the Executive’s term as director will expire if he is not reelectedEvercore Wealth Management Board of Managers); provided, however, that for the Company avoidance of doubt, to the extent specific reporting lines have been contractually agreed upon, such reporting relationships shall not be obligated to cause such nomination if any altered by the establishment of the events constituting Cause (Executive Committee. Executive and the Current CEO shall act as defined below) have occurred the primary liaisons between other members of Company management, on the one hand, and not been cured. Provided that other members of the Executive is so nominated and is elected Board, on the other hand, subject in each case to the Board’s authority. (c) In the event the Current CEO’s employment terminates for any reason during the Employment Term, Executive shall lead the selection process for the successor Chief Executive hereby agrees Officer, subject to serve as the oversight of a member committee of independent directors of the Board. At the Company’s request, the and any successor Chief Executive Officer shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition report to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this AgreementBoard. (iid) During the Employment PeriodTerm, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to will devote a significant majority of his Executive’s full business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated best efforts to the performance of Executive’s duties hereunderhereunder and the business and affairs of the Company and its subsidiaries and affiliates (collectively, “Evercore”), and will not render commercial or professional services to any person or entity or otherwise engage in any other business, profession or occupation, for compensation or otherwise, without the prior written consent of the Board; provided that nothing herein shall preclude Executive (x) from managing Executive’s personal investments, including through a family office, subject to Evercore’s then currently in effect compliance procedures and policies applicable to executive officers and registered representatives of Evercore’s U.S. broker dealers (to the extent applicable to similarly situated executive officers), (y) from continuing to serve on any board of directors, or as trustee, of any business corporation or any charitable organization on which Executive serves as of the Effective Date and which have been previously disclosed to the Employer and serving on the boards of directors of any portfolio companies of investment funds managed by the Partnership or its affiliates; provided, however, that Executive will use his best efforts to minimize the effect that such board service might reasonably be expected to have on the Company’s ability to advise both the applicable business corporation and its principal competitors; and (z) from accepting appointment to serve on any board of directors or trustees of any business corporation or charitable organization, subject to the prior approval of the Board (which in the case of service to a business corporation, shall be granted in the Board’s discretion consistent with Evercore’s policies and which, in the case of service to a charitable organization, shall not be unreasonably withheld); provided, in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with the Restrictive Covenant Agreement (as defined below). (iiie) During The parties hereby acknowledge that, while Executive is employed hereunder by both the Employment Period, the Executive shall perform the services required by this Agreement at Partnership and the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the it is anticipated that all of Executive’s duties business time and responsibilities hereundereffort as Executive Chairman will be devoted to services for the Partnership. Consequently, subject to future adjustment as necessary from time to time to reflect the accurate allocation of time and effort expended by Executive for the Company and Partnership, respectively, all of Executive’s compensation hereunder shall be allocated as compensation for work performed on behalf of the Partnership.

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

Position and Duties. (ia) During the Employment Period, the The Executive shall serve as the Chief Executive Chairman Officer (“CEO”) of the REIT and the Operating Partnership, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly Company reporting to the Company’s Board of Directors of the REIT (the “Board”). In addition, The Executive shall primarily work out of any office he deems appropriate. (b) The Company agrees to propose to the shareholders of the Company at each appropriate meeting of such shareholders during the Employment PeriodTerm and any Renewal Term (as such terms are defined below), the Company shall cause election and reelection of the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At In addition, in his capacity as the Company’s requestCEO, the Executive shall either serve as a director, manager, member and senior executive officer of each of the Company and/or its Company’s subsidiaries or affiliates, or shall alone act on the Company’s behalf in the Company’s capacity as member, manager, shareholder, partner, or otherwise as interest holder in respect of any and all of the Company’s subsidiaries and affiliates affiliates, except that the Executive himself may delegate such function or appoint another in other capacities in addition to the foregoing his stead. (c) The Executive shall have such duties, authority and responsibilities as are consistent with the Executive’s position role of CEO and as Executive Chairman may be set forth in the Bylaws of the REIT Company on the date hereof. Executive shall only have duties as arise from this Agreement and any duties or obligations to the Operating PartnershipCompany under any previous employment agreement are hereby cancelled. In For purposes of the event that applicability of the Company’s compensation plans to the Executive, during Executive shall be considered an “employee.” Nothing herein shall require the Employment PeriodExecutive to devote more than a substantial amount of his business time to the performance of his duties hereunder. Accordingly, serves in any one the Executive shall be entitled to (i) serve as an advisor or more member of such additional capacitiesthe board of directors of unaffiliated companies, (ii) serve on civic, charitable, educational, religious, public interest or public service boards, (iii) manage the Executive’s compensation shall not be increased beyond that specified personal and family investments, and (iv) engage in Section 2(b) hereofand/or have an ownership interest in other businesses. In addition, the Executive has disclosed to the Company his involvement in entities and investments other than the Company (collectively, the “Outside Activities”). The Executive is permitted to continue to engage in the event Outside Activities. The Company shall also permit the Executive’s service Executive to engage in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination other business related activities provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his business time and attention disclose to the business and affairs Board any actual or potential conflict of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation interest arising out of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunderactivities. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (ia) During the Employment PeriodTerm, Employee shall hold the Executive title of Vice President - Land. The Company and Employee agree that the Employee shall serve as Executive Chairman have duties and responsibilities consistent with the position set forth above in a company the size and of the REIT and nature of the Operating PartnershipCompany, and shall perform such employment other duties as and authority that are usual and customary for such positions. The Executive shall report directly assigned to Employee from time to time by the Company’s Board of Directors of the REIT (the “Board”). In addition, during the Employment Period, or such other officer of the Company as shall cause be designated by the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company Board. Employee shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected report to the Board, the Executive hereby agrees or to serve as a member such other officer of the Company as shall be designated by the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (iib) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive Employee agrees to devote a significant majority of his best efforts and his full business time and attention to the business and affairs of the Company. Notwithstanding Employee shall perform his duties and responsibilities to the foregoingbest of his abilities in a diligent and professional manner, during and agrees to comply with all of the policies of the Company, including such policies with respect to legal compliance, conflicts of interest, confidentiality and business ethics as are from time to time in effect. During the Employment PeriodTerm, it Employee shall not engage in any business activity which, in the reasonable judgment of the Board, conflicts or interferes with the duties and responsibilities of Employee hereunder, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written approval of the Company or engage in or be a violation employed by any other business; provided, however, that the foregoing provisions of this Agreement for Section 2 shall not limit or prohibit Employee from engaging in community, charitable and social activities, personal investment activities and the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve endeavors set forth on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investmentsExhibit A attached hereto, in each case, so long as such activities do case not materially interfere or conflict interfering with the Employee’s performance and obligations hereunder. For the avoidance of doubt, this Section 2 shall not limit or prohibit Employee from providing services to or for the benefit of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that ▇▇▇▇▇▇▇▇ Entities pursuant to the extent Second Amended and Restated Service Agreement dated as of March 1, 2005 by and among the Company and the ▇▇▇▇▇▇▇▇ Entities (as defined therein), as amended from time to time. (c) Employee acknowledges and agrees that Employee owes a duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Company and to do no intentional act that would injure the business, interests, or reputation of the Company or any such activities have been conducted by the Executive prior of its Affiliates. In keeping with these duties, Employee shall make full disclosure to the Effective Date, the continued conduct Company of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities all significant business opportunities pertaining to the Company; provided, that (1) no such activity that violates the provisions of Section 7 ’s business and shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executivenot appropriate for Employee’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.own benefit US 4716556v.2

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

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

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

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

Position and Duties. (i) During the Employment Period, the Executive shall serve as Executive Chairman Vice President, Development and Capital Investments of the REIT and the Operating Partnership, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly to the Board of Directors of the REIT (the “Board”). In addition, during the Employment Period, the Company shall cause the Chief Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the BoardOfficer. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with LA\2082087.4 the Executive’s position as Executive Chairman Vice President, Development and Capital Investments of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his full business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (CB) fulfill limited teaching, speaking and writing engagements, and (DC) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San DiegoLos Angeles, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (ia) During the Employment PeriodTerm, Employee shall hold the Executive shall serve as Executive title of Chairman of the REIT Board and Chief Executive Officer. The Company and Employee agree that the Operating PartnershipEmployee shall have duties and responsibilities consistent with the position set forth above in a company the size and of the nature of the Company, and shall perform such employment other duties as and authority that are usual and customary for such positions. The Executive shall report directly assigned to Employee from time to time by the Company’s Board of Directors of the REIT (the “Board”). In addition, during the Employment Period, or such other officer of the Company as shall cause be designated by the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company Board. Employee shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected report to the Board, the Executive hereby agrees or to serve as a member such other officer of the Company as shall be designated by the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (iib) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to Employee shall devote a significant majority such of his business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive Company as is required to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage perform his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder. Employee shall perform his duties and responsibilities to the best of his abilities in a diligent and professional manner, and agrees to comply with all of the policies of the Company, including such policies with respect to legal compliance, conflicts of interest, confidentiality and business ethics as are from time to time in effect. During the Employment Term, Employee shall not engage in any business activity which, in the reasonable judgment of the Board, conflicts or interferes with the duties and responsibilities of Employee hereunder, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written approval of the Company or engage in or be employed by any other business; provided, however, that the foregoing provisions of this Section 2 shall not limit or prohibit Employee from (i) engaging in community, charitable and social activities and personal investment activities, in each case not interfering with the Employee’s performance and obligations hereunder or (ii) directly or indirectly conducting or participating in any business or enterprise or engaging in any other activities that are not expressly limited or prohibited under the terms of the Consolidation Agreement dated as of May 13, 1993 by and among the Company, Employee and certain Affiliates of Employee, as amended from time to time (the “Consolidation Agreement”). For the avoidance of doubt, this Section 2 shall not limit or prohibit Employee from providing services to or for the benefit of the ▇▇▇▇▇▇▇▇ Entities pursuant to the Second Amended and Restated Service Agreement dated as of March 1, 2005 by and among the Company and the ▇▇▇▇▇▇▇▇ Entities (as defined therein), as amended from time to time. (c) Employee acknowledges and agrees that Employee owes a duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Company and to do no act that would injure the business, interests, or reputation of the Company or any of its Affiliates. In keeping with these duties, Employee shall make full disclosure to the Company of all significant business opportunities pertaining to the Company’s business and shall not appropriate for Employee’s own benefit business opportunities concerning the subject matter of the fiduciary relationship. Except as set forth in Section 5(d)(ii), for purposes of this Agreement, the term “Affiliate” shall mean an individual or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a specified individual or entity. The Company and Employee acknowledge and agree that the Consolidation Agreement expressly permits Employee and certain of his Affiliates to continue to own Excluded Properties (as defined in the Consolidation Agreement and as the term Excluded Properties may be further defined or interpreted by the Board from time to time). Except as expressly provided in Section 12 of the Consolidation Agreement, the Company has renounced, and hereby renounces, any interest or expectancy in, or in being offered an opportunity to participate in, business opportunities represented by or related to the Excluded Properties and activities that Employee and his Affiliates are permitted to conduct under the terms of Section 12 of the Consolidation Agreement. This Section 2 shall not limit or prohibit Employee or his Affiliates from continuing to own the Excluded Properties or from conducting or engaging in activities that are permitted under the terms of Section 12 of the Consolidation Agreement, including activities that are within the Company’s traditional lines of business and any other lines of business in which the Company chooses to engage following the date of this Agreement, and Employee and his Affiliates shall have no duty to offer the Company an opportunity to pursue or participate in such activities.

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

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

Position and Duties. (ia) As of the Effective Date, the Executive shall serve as of the Company, in which capacity the Executive shall perform the usual and customary duties of such office, which shall be those normally inherent in such capacity in U.S. publicly held corporations of similar size and character. The Executive shall report to the [Board][chief executive officer of the Company]. The Executive agrees and acknowledges that, in connection with his employment relationship with the Company, the Executive owes fiduciary duties to the Company and will act accordingly. (b) During the Employment Period, the Executive shall serve as Executive Chairman agrees to devote substantially his full time, attention and energies to the Company’s business and agrees to faithfully and diligently endeavor to the best of his ability to further the best interests of the REIT and the Operating Partnership, and shall perform such employment duties as are usual and customary for such positionsCompany. The Executive shall report directly not engage in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage. Subject to the Board covenants of Directors Section 10 herein, this shall not be construed as preventing the Executive from investing his own assets in such form or manner as will not require his services in the daily operations of the REIT affairs of the companies in which such investments are made. Further, subject to Section 10 herein, the Executive may serve as a director of other companies, if such service is approved by the Compensation Committee of the Board (the “BoardCompensation Committee”). In addition, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do service is not materially detrimental to the Company, does not interfere with the Executive’s service to the Company and does not present the Executive with a conflict of interest. (c) In keeping with the Executive’s fiduciary duties to the Company, the Executive agrees that he shall not, directly or indirectly, become involved in any conflict of interest, or upon discovery thereof, allow such a conflict to continue. Moreover, the Executive agrees that he shall promptly disclose to the Board any facts which might involve any reasonable possibility of a conflict of interest, or be perceived as such. (d) Circumstances in which a conflict of interest on the part of the Executive would or might arise, and which should be reported immediately by the Executive to the Board, include the following: (i) ownership of a material interest in, acting in any capacity for, or accepting directly or indirectly any payments, services or loans from a supplier, contractor, subcontractor, customer or other entity with which the Company does business; (ii) misuse of information or facilities to which the Executive has access in a manner which will be detrimental to the Company’s interest; (iii) disclosure or other misuse of Confidential Information (as defined in Section 10); (iv) acquiring or trading in, directly or indirectly, other properties or interests connected with the design, manufacture or marketing of products designed, manufactured or marketed by the Company; (v) the appropriation to the Executive or the diversion to others, directly or indirectly, of any opportunity in which it is known or could reasonably be anticipated that the Company would be interested; and (vi) the ownership, directly or indirectly, of a material interest in an enterprise in competition with the Company or its dealers and distributors or acting as a director, officer, partner, consultant, employee or agent of any enterprise which is in competition with the Company or its dealers or distributors. (e) Further, the Executive covenants, warrants and represents that he shall: (i) devote his full and best efforts to the fulfillment of his employment obligations; (ii) exercise the highest degree of fiduciary loyalty and care and the highest standards and conduct in the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Companyhis duties; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder.and (iii) During endeavor to prevent any harm, in any way, to the Employment Period, the Executive shall perform the services required by this Agreement at business or reputation of the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

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

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

Position and Duties. (i) During the Employment Period, the The Executive shall serve as the Chief Executive Chairman Officer of the REIT and Company or in such other role as the Operating Partnership, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly to the Board of Directors of the REIT Company (the “Board”). In addition, during the Employment Period, the Company ) may reasonably determine and shall cause the Executive have such powers and duties as may from time to time be nominated to stand for election to prescribed by the Board at or any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member committee of the Board. At The Executive shall also serve on the Board as an executive Director. The Executive’s employment under this Agreement is conditional on the Executive satisfying and continuing to satisfy any legal requirement under the Quoted Company Requirements for the holding of their role, and satisfying the requirements for their role of any regulatory body considered by the Board to be relevant to the Company’s requestbusiness and the Company shall be entitled to terminate the Executive’s employment summarily if the Executive fails to satisfy this condition. Except as set forth in Schedule 2, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with devote the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his business full working time and attention efforts to the business and affairs of the CompanyCompany and any other Group Company for which the Executive is required to work from time to time and shall carry their duties during the hours of work set out in Exhibit A to this Agreement. The Executive shall not during the employment except as a representative of the Company or with the Board’s prior written consent (whether directly or indirectly, paid or unpaid) and, except as set forth in Schedule 2, be employed, engaged, concerned or interested in any other actual or prospective business, organization, occupation or profession. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to may serve as Chairman on other boards of directors, with the prior written approval of the Board of Insurance Company of the WestBoard, (B) serve on boardsor engage in religious, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so other community activities as long as such activities services and activities: (i) do not materially interfere or conflict with the Executive’s proper performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Group Company; provided, that (1ii) no such activity that violates do not create a conflict of interest or a material risk of a potential conflict of interest in the provisions of Section 7 shall be permitted future; and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During are not in competition with the Employment Period, businesses of any Group Company. Nothing in this Agreement shall prevent the Executive from holding an investment by way of shares or other securities to in any entity listed or dealt on a recognized stock exchange (a “Permitted Investment”) provided always that during the term of the employment the Permitted Investment shall perform not constitute more than 3% of the services required by this Agreement at issued share capital of the Company’s principal offices located in San Diego, California (entity concerned and the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive complies with the Executive’s duties and responsibilities hereunderQuoted Company Requirements.

Position and Duties. (ia) As of the Effective Date, the Executive shall serve as Chief Executive Officer of the Company, in which capacity the Executive shall perform the usual and customary duties of such office, which shall be those normally inherent in such capacity in U.S. publicly held corporations of similar size and character. The Executive agrees and acknowledges that, in connection with his employment relationship with the Company, the Executive owes fiduciary duties to the Company and will act accordingly. (b) During the Employment Period, the Executive shall serve as Executive Chairman agrees to devote substantially his full time, attention and energies to the Company's business and agrees to faithfully and diligently endeavor to the best of his ability to further the best interests of the REIT and the Operating Partnership, and shall perform such employment duties as are usual and customary for such positionsCompany. The Executive shall report directly not engage in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage. Subject to the Board covenants of Directors of the REIT (the “Board”). In additionSection 9 herein, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company this shall not be obligated to cause construed as preventing the Executive from investing his own assets in such nomination if any form or manner as will not require his services in the daily operations of the events constituting Cause (as defined below) have occurred and not been curedaffairs of the companies in which such investments are made. Provided that the Executive is so nominated and is elected Further, subject to the BoardSection 9 herein, the Executive hereby agrees to may serve as a member director of the Board. At other companies so long as such service is not injurious to the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do service does not materially interfere present the Executive with a conflict of interest, and is approved by the Compensation Committee of the Board. (c) In keeping with the Executive's fiduciary duties to the Company, the Executive agrees that he shall not, directly or indirectly, become involved in any conflict of interest, or upon discovery thereof, allow such a conflict to continue. Moreover, the Executive agrees that he shall promptly disclose to the Board any facts which might involve any reasonable possibility of a conflict of interest, or be perceived as such. (d) Circumstances in which a conflict of interest on the part of the Executive would or might arise, and which should be reported immediately by the Executive to the Board, include the following: (i) ownership of a material interest in, acting in any capacity for, or accepting directly or indirectly any payments, services or loans from a supplier, contractor, subcontractor, customer or other entity with which the Company does business (other than severance, employment termination or retirement benefits or payments that Executive receives from BP Amoco PLC, Atlantic Richfield Company or Vastar Resources, Inc. in connection with his prior employment and relationship with those companies); (ii) misuse of information or facilities to which the Executive has access in a manner which will be detrimental to the Company's interest; (iii) disclosure or other misuse of Confidential Information (as defined in Section 9); (iv) acquiring or trading in, directly or indirectly, other properties or interests connected with the design, manufacture or marketing of products designed, manufactured or marketed by the Company; (v) the appropriation to the Executive or the diversion to others, directly or indirectly, of any opportunity in which it is known or could reasonably be anticipated that the Company would be interested; and (vi) the ownership, directly or indirectly, of a material interest in an enterprise in competition with the Company or its dealers and distributors or acting as a director, officer, partner, consultant, employee or agent of any enterprise which is in competition with the Company or its dealers or distributors. (e) Further, the Executive covenants, warrants and represents that he shall: (i) Devote his full and best efforts to the fulfillment of his employment obligations; (ii) Exercise the highest degree of fiduciary loyalty and care and the highest standards and conduct in the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Companyhis duties; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder.and (iii) During Endeavor to prevent any harm, in any way, to the Employment Periodbusiness or reputation of the Company. (f) As Chief Executive Officer of the Company, the Executive shall perform is required to own common stock in the services required Company equal to three times Base Salary within five years from the Effective Date. Subject to approval of the Compensation Committee of the Board, effective May 20, 2001, the Executive will receive a one-time grant of restricted common stock of the Company equal to the number of shares of common stock of the Company owned by this Agreement at the Executive on May 20, 2001, not to exceed 50,000 shares. Vesting of these restricted shares will occur upon retirement from the Company’s principal offices located in San Diego, California involuntary termination (the “Principal Location”unless due to cause), except permanent disability or death and is subject to the other terms and conditions of the grant. Retirement for travel to other locations as may this purpose means attaining age 55 with at least 10 years of service with the Company. On the first day of employment under this Agreement, the Executive will be necessary to fulfill the Executive’s duties and responsibilities hereundercredited with seven years of service for purposes of this program.

Position and Duties. (ia) During the Employment PeriodTerm, Employee shall hold the Executive title of Vice President - Land. The Company and Employee agree that the Employee shall serve as Executive Chairman have duties and responsibilities consistent with the position set forth above in a company the size and of the REIT and nature of the Operating PartnershipCompany, and shall perform such employment other duties as and authority that are usual and customary for such positions. The Executive shall report directly assigned to Employee from time to time by the Company’s Board of Directors of the REIT (the “Board”). In addition, during the Employment Period, or such other officer of the Company as shall cause be designated by the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company Board. Employee shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected report to the Board, the Executive hereby agrees or to serve as a member such other officer of the Company as shall be designated by the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (iib) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive Employee agrees to devote a significant majority of his best efforts and his full business time and attention to the business and affairs of the Company. Notwithstanding Employee shall perform his duties and responsibilities to the foregoingbest of his abilities in a diligent and professional manner, during and agrees to comply with all of the policies of the Company, including such policies with respect to legal compliance, conflicts of interest, confidentiality and business ethics as are from time to time in effect. During the Employment PeriodTerm, it Employee shall not engage in any business activity which, in the reasonable judgment of the Board, conflicts or interferes with the duties and responsibilities of Employee hereunder, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written approval of the Company or engage in or be a violation employed by any other business; provided, however, that the foregoing provisions of this Agreement for Section 2 shall not limit or prohibit Employee from engaging in community, charitable and social activities, personal investment activities and the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve endeavors set forth on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investmentsExhibit A attached hereto, in each case, so long as such activities do case not materially interfere or conflict interfering with the Employee’s performance and obligations hereunder. For the avoidance of doubt, this Section 2 shall not limit or prohibit Employee from providing services to or for the benefit of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that ▇▇▇▇▇▇▇▇ Entities pursuant to the extent Second Amended and Restated Service Agreement dated as of March 1, 2005 by and among the Company and the ▇▇▇▇▇▇▇▇ Entities (as defined therein), as amended from time to time. (c) Employee acknowledges and agrees that Employee owes a duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Company and to do no act that would injure the business, interests, or reputation of the Company or any such activities have been conducted by the Executive prior of its Affiliates. In keeping with these duties, Employee shall make full disclosure to the Effective Date, the continued conduct Company of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities all significant business opportunities pertaining to the Company; provided’s business and shall not appropriate for Employee’s own benefit business opportunities concerning the subject matter of the fiduciary relationship. Except as set forth in Section 5(d)(ii), that (1) no such activity that violates the provisions for purposes of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Periodthis Agreement, the Executive term “Affiliate” shall perform the services required mean an individual or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunderor is under common control with a specified individual or entity.

Position and Duties. (ia) As of the Effective Date, the Executive shall serve as Senior Vice President of Reservoir Engineering of the Company, in which capacity the Executive shall perform the usual and customary duties of such office, which are normally inherent in such capacity in U.S. publicly held corporations of similar size and character as ▇▇▇. The Executive shall report to both the Chief Executive Officer and the President and Chief Operating Officer of the Company. The Executive agrees and acknowledges that, in connection with his employment relationship with the Company, the Executive owes fiduciary duties to the Company and will act accordingly. (b) During the Employment Period, the Executive shall serve as Executive Chairman agrees to devote substantially his full time, attention and energies to the Company’s business and agrees to faithfully and diligently endeavor to the best of his ability to further the best interests of the REIT Company, ▇▇▇ and the Operating Partnership, and shall perform such employment duties as are usual and customary for such positionsits shareholders. The Executive shall report directly not engage in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage. Subject to the Board covenants of Directors Section 9 herein, this shall not be construed as preventing the Executive from investing his own assets in such form or manner as will not require his services in the daily operations of the REIT affairs of the companies in which such investments are made. Further, subject to Section 9 herein, the Executive may serve as a director of other companies, if such service is approved by the Compensation Committee of the Board (the “BoardCompensation Committee”). In addition, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do service is not materially detrimental to the Company or ▇▇▇, does not interfere with the Executive’s service to the Company and does not present the Executive with a conflict of interest. (c) In keeping with the Executive’s fiduciary duties to the Company, the Executive agrees that he shall not, directly or indirectly, become involved in any conflict of interest, or upon discovery thereof, allow such a conflict to continue. Moreover, the Executive agrees that he shall promptly disclose to the Board any facts which might involve any reasonable possibility of a conflict of interest, or be perceived as such. (d) Circumstances in which a conflict of interest on the part of the Executive would or might arise, and which should be reported immediately by the Executive to the Board, include the following: (i) ownership of a material interest in, acting in any capacity for, or accepting directly or indirectly any payments, services or loans from a supplier, contractor, subcontractor, customer or other entity with which the Company does business; (ii) misuse of information or facilities to which the Executive has access in a manner which will be detrimental to the Company’s interest; (iii) disclosure or other misuse of Confidential Information (as defined in Section 9); (iv) acquiring or trading in, directly or indirectly, other properties or interests connected with the design, manufacture or marketing of products designed, manufactured or marketed by the Company; (v) the appropriation to the Executive or the diversion to others, directly or indirectly, of any opportunity in which it is known or could reasonably be anticipated that the Company would be interested; and (vi) the ownership, directly or indirectly, of a material interest in an enterprise in competition with the Company or its dealers and distributors or acting as a director, officer, partner, consultant, employee or agent of any enterprise which is in competition with the Company or its dealers or distributors. (e) Further, the Executive covenants, warrants and represents that he shall: (i) devote his full and best efforts to the fulfillment of his employment obligations; (ii) exercise the highest degree of fiduciary loyalty and care and the highest standards and conduct in the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Companyhis duties; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder.and (iii) During endeavor to prevent any harm, in any way, to the Employment Period, the Executive shall perform the services required by this Agreement at business or reputation of the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder▇▇▇ or its subsidiaries.

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

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

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

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

Position and Duties. (i) During the Employment Period, the The Executive shall serve as the Chief Executive Chairman Officer of the REIT Company (including its subsidiary The One Group LLC) and, in such capacity shall be responsible for the general management of the business, affairs and operations of the Operating PartnershipCompany, and shall perform such employment duties as are usual customarily performed by a chief executive officer of a company of a similar size and customary for shall have such positions. The Executive power and authority as shall report directly reasonably be required to enable him to perform his duties hereunder; provided, however, that in exercising such power and authority and performing such duties, he shall at all times be subject to the authority, control and direction of the Board of Directors of the REIT Company (the “Board”). In addition, during The Executive shall at all times be the Employment Period, most senior executive of the Company. The Company shall cause the take all necessary and appropriate action to appoint Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At , and the Company’s request, Company shall nominate and recommend the Executive for re-election as a director at each election of directors that occurs during the Term of Employment (as defined below). The Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition report to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT Board and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of substantially his full business time and attention to the business and affairs of the CompanyCompany and its subsidiaries. Notwithstanding The Executive shall perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient manner. The Executive shall not engage in any other business activities that could reasonably be expected to conflict with the foregoingExecutive’s duties, during responsibilities and obligations hereunder; provided, however, that nothing in this Agreement shall preclude the Employment PeriodExecutive from devoting reasonable periods of time required for: serving as a director or member of a committee of any organization or corporation involving no conflict of interest with the interests of the Company and with the written consent of the disinterested members of the Board, it which consent shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the Westunreasonably withheld or delayed; delivering lectures, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, fulfilling speaking and writing engagements, and (D) manage any writing or publication relating to his area of expertise; engaging in professional organization, program activities, not-for-profit and civic and charitable activities; and managing his personal investments, including without limitation certain current investments in each case, so long hospitality transactions as described on Schedule A attached hereto (“Permitted Investments”); provided that such activities do not materially interfere or conflict with the due performance of the Executive’s his duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted Agreement as determined by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar Board in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereundergood faith. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (i) During the Employment Period, the Executive shall serve be employed as Executive Chairman Company's EVP - New Business, with such authority and duties as are set forth in the Primary Position Responsibilities description for this position a copy of the REIT and the Operating Partnershipwhich has been provided to Executive, and shall perform such employment other services and duties as are usual and customary for such positions. The Executive shall report directly to the Board may from time to time designate, including without limitation the development of Directors of new businesses and product lines for the REIT Company (the “Board”"New Business"). In addition, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the ExecutiveBoard determines, during at any time, to discontinue the Employment PeriodNew Business, serves in any one or more Executive agrees that he shall be employed as the Company's Executive Vice President - New Business Development. To become effective at the beginning of such additional capacitiesfiscal year 2005, consideration will be given for Executive to assume the Executive’s compensation shall not be increased beyond that specified in Section 2(badded responsibility of becoming the President of the New Business, which consideration will include the following factors: (i) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. New Business performance results; (ii) During the Employment Periodindividual performance results; (iii) leadership capacity as demonstrated though successful retention, development and excluding any periods succession planning of vacation all associates within Executive's responsibility; and sick leave to which the (iv) Executive may be entitled, the Committee relationships and support. 1.1. Executive agrees to devote a significant majority of his full business time time, best efforts, and undivided attention to the business and affairs of the Company, except for any vacations, illness, or disability. Notwithstanding the foregoing, during the Employment Period, it Executive shall not be a violation engage in any other businesses that would interfere with his duties, provided that nothing contained herein is intended to limit Executive's right to make passive investments in the securities of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees publicly-owned companies or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do other businesses which will not materially interfere or conflict with his duties hereunder. Nothing herein is intended to restrict Executive from serving on civic or charitable boards or committees, delivering lectures, fulfilling speaking engagements or teaching at educational institutions; provided, however, that such activities shall be mutually agreed upon in advance by Company's President and Executive. 1.2. Except as provided in paragraph 3.9, Executive shall office at Company's headquarters in Warrendale, PA, or at such other location designated by Company, which is within a ▇▇-▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇. Nothing herein is intended to limit Executive's business-related travel. 1.3. Executive agrees that he shall at all times observe and be bound by all rules, policies, practices, and resolutions heretofore or hereafter adopted in writing by Company which are generally applicable and provided to Company's officers and employees and which do not otherwise conflict with this Agreement. 1.4. Company shall indemnify Executive in the performance of the Executive’s his duties and responsibilities under this Agreement. It is expressly understood and agreed that advance expenses in connection therewith to the same extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature as other senior executives and scope thereto) subsequent to the Effective Date officers. Such rights shall not thereafter be deemed subject to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunderarbitration under paragraph 6. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (i) During the Employment Period, the Executive shall serve as the President and Chief Executive Chairman Officer of the REIT and the Operating Partnership, NFP and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly to be assigned responsibilities by the NFP Board or by the Chairman of Directors of the REIT NFP (the “Board”)"CHAIRMAN") which are commensurate with such office. In addition, during During the Employment Period, the Company Executive shall cause the Executive to be nominated to stand for election report to the Board at any meeting of stockholders of the REIT during which any such election is held Chairman and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the NFP Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be is entitled, ; the Executive agrees to shall devote a significant majority substantially all of his her attention and time during normal business time and attention hours to the business and affairs of NFP and use the CompanyExecutive's reasonable best efforts to carry out the responsibilities assigned to the Executive under this Agreement faithfully and efficiently. Notwithstanding the foregoingThe Executive shall 710791.02-New York Server 7A Draft December 17, 2002 - 5:16 pm not, during the Employment Period, it engage in any other business activities that will interfere with the Executive's employment pursuant to this Agreement. Anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) serving on the boards of directors of charitable or educational organizations and/or, with the approval of the NFP Board as to each position, which approval shall not be unreasonably withheld, on the boards of directors of a violation reasonable number of this Agreement for other corporations or the Executive to (A) continue to serve as Chairman boards of the Board a reasonable number of Insurance Company of the Westtrade associations, (Bii) serve on boards, committees or similar bodies of engaging in charitable or nonprofit organizations, (C) fulfill limited teaching, speaking activities and writing engagementscommunity affairs, and (Diii) manage his managing her personal investmentsand family investments and affairs, in each case, so long provided that all of the foregoing activities taken as such activities a whole do not materially interfere or conflict with the proper performance of the Executive’s her duties and responsibilities under this Agreementas NFP's President and Chief Executive Officer. It is expressly understood and agreed that NFP hereby consents to the extent that any such activities have been conducted by Executive continuing to serve on the Executive prior to the Effective Date, the continued conduct boards of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) those organizations listed on Exhibit A hereto. During the Employment Period, the Executive's services shall be performed primarily at NFP's office located in the New York metropolitan area, subject to travel requirements in connection with the Executive's duties under this Agreement. In addition, as soon as practicable subsequent to the Commencement Date, the Executive shall perform be elected as a member of the services required by this Agreement at NFP Board. It is the Company’s principal offices located present intention of the parties that the Executive serve as a member of such Board throughout the Employment Period. The Executive shall be entitled to serve on NFP's nominating committee, if any, and, until an IPO (as defined in San Diego, California (the “Principal Location”Section 5(k)(i) hereof), except for travel shall have the right to other locations as may be necessary recommend directors reasonably acceptable to fulfill the Executive’s duties and responsibilities hereunderApollo Investment Fund IV, L.P. ("APOLLO").

Position and Duties. (ia) As of the Effective Date, the Executive shall serve as of the Company, in which capacity the Executive shall perform the usual and customary duties of such office, which are normally inherent in such capacity in U.S. publicly held corporations of similar size and character as ▇▇▇. The Executive shall report to the [Board][chief executive officer of the Company]. The Executive agrees and acknowledges that, in connection with his employment relationship with the Company, the Executive owes fiduciary duties to the Company and will act accordingly. (b) During the Employment Period, the Executive shall serve as Executive Chairman agrees to devote substantially his full time, attention and energies to the Company’s business and agrees to faithfully and diligently endeavor to the best of his ability to further the best interests of the REIT Company, ▇▇▇ and the Operating Partnership, and shall perform such employment duties as are usual and customary for such positionsits shareholders. The Executive shall report directly not engage in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage. Subject to the Board covenants of Directors Section 10 herein, this shall not be construed as preventing the Executive from investing his own assets in such form or manner as will not require his services in the daily operations of the REIT affairs of the companies in which such investments are made. Further, subject to Section 10 herein, the Executive may serve as a director of other companies, if such service is approved by the Compensation Committee of the Board (the “BoardCompensation Committee”). In addition, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do service is not materially detrimental to the Company or ▇▇▇, does not interfere with the Executive’s service to the Company and does not present the Executive with a conflict of interest. (c) In keeping with the Executive’s fiduciary duties to the Company, the Executive agrees that he shall not, directly or indirectly, become involved in any conflict of interest, or upon discovery thereof, allow such a conflict to continue. Moreover, the Executive agrees that he shall promptly disclose to the Board any facts which might involve any reasonable possibility of a conflict of interest, or be perceived as such. (d) Circumstances in which a conflict of interest on the part of the Executive would or might arise, and which should be reported immediately by the Executive to the Board, include the following: (i) ownership of a material interest in, acting in any capacity for, or accepting directly or indirectly any payments, services or loans from a supplier, contractor, subcontractor, customer or other entity with which the Company does business; (ii) misuse of information or facilities to which the Executive has access in a manner which will be detrimental to the Company’s interest; (iii) disclosure or other misuse of Confidential Information (as defined in Section 10); (iv) acquiring or trading in, directly or indirectly, other properties or interests connected with the design, manufacture or marketing of products designed, manufactured or marketed by the Company; (v) the appropriation to the Executive or the diversion to others, directly or indirectly, of any opportunity in which it is known or could reasonably be anticipated that the Company would be interested; and (vi) the ownership, directly or indirectly, of a material interest in an enterprise in competition with the Company or its dealers and distributors or acting as a director, officer, partner, consultant, employee or agent of any enterprise which is in competition with the Company or its dealers or distributors. (e) Further, the Executive covenants, warrants and represents that he shall: (i) devote his full and best efforts to the fulfillment of his employment obligations; (ii) exercise the highest degree of fiduciary loyalty and care and the highest standards and conduct in the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Companyhis duties; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder.and (iii) During endeavor to prevent any harm, in any way, to the Employment Period, the Executive shall perform the services required by this Agreement at business or reputation of the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder▇▇▇ or its subsidiaries.

Position and Duties. (i) During IDG hereby enters into this Agreement to evidence and provide for the Employment Periodemployment of Executive as President and Chief Operating Officer of IDG. Consistent with the policies, the Executive shall serve as Executive Chairman of the REIT and the Operating Partnershipguidelines, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly to directives adopted or established by the Board of Directors of IDG, acting pursuant to and in accordance with lawful authority, Executive shall be in charge of directing, supervising, and coordinating the REIT (activities of all operating subsidiaries and other business units of IDG, and, together with the “Board”)Chief Executive Officer of IDG, shall be directly involved in the development, establishment, and implementation of policy and strategic initiatives for IDG, with authority and responsibility consistent with his position as the principal operating officer of IDG. In addition, during the Employment Period, the Company Executive shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees entitled to serve as a member of IDG's Board of Directors at all times during the Boardterm of this Agreement. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition report to the foregoing Chief Executive Officer of IDG. Executive agrees to serve, without additional compensation, in a similar executive capacity with subsidiaries of IDG and in such other executive capacities as may be designated by the Board of Directors of IDG, consistent with the positions, responsibilities, and authority of Executive hereunder. Neither Executive’s 's employment hereunder nor any other position referred to in the preceding sentence shall require Executive to relocate his primary residence from his current location, and Executive may perform his duties at such geographic locations as he may determine in his reasonable discretion, giving due regard to the location of his primary residence, the location of IDG's principal offices, and the best interest of IDG. IDG hereby confirms to Executive Chairman that its principal offices are located in the Atla▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ shall continue to be so located during the Term hereof (as defined below) unless otherwise determined by a two-thirds (2/3) majority vote of the REIT Board of Directors of IDG. Each of the immediately preceding two sentences represents a material and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms substantial part of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (ia) During the Employment Period, the Executive shall (i) serve as Executive the Vice Chairman of the REIT Company, with principal responsibilities to serve as an ambassador to the Capital Bank markets, to maintain and the Operating Partnershiptransition Capital Bank relationships, to assist in developing new business and relationships, and shall perform to otherwise be available to consult with and carry out such employment other duties as are usual may be reasonably requested by the Chief Executive Officer of the Company (the “CEO”) and customary for such positions(ii) report solely to the CEO. The In addition, effective as of the Effective Time, the Executive shall report directly be appointed to the Board of Directors of the REIT Company (the “Board”). In addition) and, during the Employment Period, shall be nominated to serve on the Board. During the Employment Period, the Company shall cause provide the Executive to be nominated to stand for election to with an office at a location as reasonably requested by the Board at any meeting of stockholders of the REIT during which any such election is held and Executive and, upon the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries non-exclusive secretarial and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the administrative support. (b) The Executive, during the Employment Period, serves in any one or more of shall devote such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his business time and attention as necessary to carry out the duties and responsibilities described in Section 3(a) of this Agreement and he shall perform his duties faithfully and efficiently subject to the business and affairs directions of the CEO; provided that the Company and the Executive acknowledge that the duties and responsibilities of the position of Vice Chairman as set forth in Section 3(a) shall not require the Executive to work for the Company on a full-time basis; and provided, further, that the Executive shall not be required to carry out such duties and responsibilities on the Company’s premises. Notwithstanding the foregoing, during the Employment Period, it nothing herein shall not be a violation of this Agreement for preclude the Executive (i) from participating in or serving on the board of directors or similar governing body of charitable, religious, social or educational organizations or (ii) from participating or serving on the board of directors or similar governing body of up to (A) continue to serve as Chairman two public companies; provided that such company is not a competitor of the Board Company and such participation does not reflect negatively on the Company and that the Executive provides the Company with advance written notice of Insurance Company of such participation; and provided, further, that in the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance case of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed board participation pursuant to either clause (i) or (ii) above, the Board determines in its good faith discretion that such participation or service does not unreasonably interfere, individually or in the aggregate, with the Executive’s performance of his obligations to the extent Company. (c) The Company acknowledges and agrees that any such activities have been conducted by the Executive may, prior to the Effective DateTime (or, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent if not practicable prior to the Effective Date shall not thereafter be deemed Time, following the Effective Time), enter into a Rule 10b5-1 Plan providing for his liquidation of shares of common stock, par value $0.625 per share, of the Company (“Company Common Stock”) and stock options to interfere purchase shares of Company Common Stock received by the Executive in connection with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunderMerger. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (ia) During Effective as of June 12, 2023 (the Employment Period“Effective Date”), the Executive shall serve will be employed by the Company, on a full-time basis, as the President and Chief Executive Chairman Officer of the REIT Company and the Operating Partnershipof Cerevel Therapeutics Holdings, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly Inc. (“Parent”), reporting to the Board of Directors of Parent (or such other board of directors or managers as may be designated as the REIT (operative governing entity of the Company, the “Board”). In addition, during the Employment Period, the Company Parent shall cause the Executive to be nominated to stand for election to the Board at and to be recommended to the stockholders for election to the Board as long as the Executive remains the Chief Executive Officer, provided that the Executive shall be deemed to have resigned from the Board and from any meeting related positions upon ceasing to serve as Chief Executive Officer for any reason. Further, the Executive may be asked from time to time to serve as a director or officer of stockholders one or more of the REIT during which any Company’s Affiliates, without further compensation. (b) The Executive agrees to perform the duties of the Executive’s position, and such election is held other duties appropriate for Executive’s position as may reasonably be assigned to the Executive from time to time by the Board. Subject to the below, the Executive also agrees that, while employed by the Company, the Executive will devote the Executive’s full business time and the Executive’s term best efforts, business judgment, skill and knowledge exclusively to the advancement of the business interests of the Company and its Affiliates and to the discharge of the Executive’s duties and responsibilities for them. The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the Executive’s employment, except as director will expire if he is not reelectedmay be expressly approved in advance by the Board in writing; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, may participate in the event the Executive’s service activities set forth on Exhibit A hereto and may without advance consent participate in one or more of such additional capacities is terminated, the Executive’s compensation, as specified charitable activities and engage in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investmentsinvestment activities, in each casecase to the extent such activities, so long as such activities individually or in the aggregate, do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that , create a conflict of interest or violate any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct provision of such activities (Section 3 of this Agreement or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that Restrictive Covenant Agreement (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunderas defined below). (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

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

Position and Duties. (i) During the Employment Period, the Executive shall serve as the President and Chief Executive Chairman Officer of the REIT and Company. In such capacity, the Operating Partnership, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly to the Board of Directors of the REIT Company (the “Board”). In additionDuring the Employment Period, during the Executive shall have the duties, responsibilities and authority as shall be consistent with the Executive’s position and such other duties, responsibilities and authority as may be assigned to the Executive from time to time by the Board. For the avoidance of doubt, the Executive’s duties hereunder may include, without limitation, performing work for, and participating in activities related to, Enfission, LLC (“Enfission”). During the Employment Period, the Executive shall devote substantially all of the Executive’s business efforts to the performance of the Executive’s duties hereunder and the advancement of the business and affairs of the Company and Enfission, provided that in no event shall this sentence prohibit the Executive from creating and managing his personal and family investments or participating in activities involving professional, charitable, educational or religious organizations, so long as such personal or family investments and other activities (i) do not interfere with the Executive’s duties hereunder or violate any of the provisions of Section 8 herein, and (ii) comply with the Company’s Code of Business Conduct and Ethics and other policies of the Company as in effect from time to time. The Executive may serve on the board of directors of other publicly-traded companies with the prior written approval of the Board, provided that the Executive agrees to resign such service in the event the Board reasonably determines that such service interferes with the Executive’s duties hereunder. During the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any each meeting of stockholders the shareholders of the REIT during which any Company where the election of the members of the Board is included in the purposes of such election is held and meeting, unless the Executive’s term as director will expire if he is not reelected; provided, however, that Executive has otherwise notified the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected does not intend to stand for re-election to the Board, the . The Executive hereby agrees to serve shall not receive any additional compensation for services as a member of the Board. At The Executive shall, if requested by the Company’s requestBoard, the Executive shall also serve as an officer or director of any affiliate of the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such for no additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. The Executive shall serve in the following manner: (ia) During the Employment PeriodExecutive's employment hereunder, the Executive he shall serve as: (1) an executive employee of the Partnership and shall have such duties, functions, responsibilities and authority as are consistent with the Executive's position, (2) the Chief Executive Officer and Chairman of the REIT and the Operating Partnership, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly to the Board of Directors of the REIT (the “Board”). In additionCompany and shall have such duties, during the Employment Periodfunctions, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held responsibilities and the Executive’s term authority as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing are consistent with the Executive’s 's position as Executive Chairman the senior executive officer in charge of the REIT and the Operating Partnership. In the event that the Executivegeneral management, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his business time and attention to the business and affairs of the Company (and the Partnership, through the Company. Notwithstanding 's capacity as general partner of the foregoingPartnership), during the Employment Periodand (3) if elected or appointed thereto, it shall not be as a violation of this Agreement for the Executive to (A) continue to serve as Director and Chairman of the Board of Insurance Company directors of the WestCompany. (b) The Executive shall serve as manager of the Factory Outlet Center in Commerce, Georgia and shall have such duties, functions, responsibilities and authority as are consistent with the Executive's position thereas and the Executive's activities as manager of such property prior to the date of this Agreement. Notwithstanding any other provision of the Employment Agreement, the Executive's obligations under this subsection 3(b) shall not be terminated without the prior consent of New York Life Insurance Annuity Corporation (B"New York Life") serve but, in any event, shall terminate on boards, committees or similar bodies the later of charitable or nonprofit organizations, (Ci) fulfill limited teaching, speaking and writing engagements, the payment of the Liabilities and (Dii) manage his personal investmentsthe satisfaction of all the Partnership's obligations under the terms of the Loan Documents under the Guaranty of Payment and Performance by Stanley K. Tanger, dated May , ▇▇▇▇ (▇▇▇ "▇▇▇▇▇▇ty"), pursuant to which, in each caseconsideration for certain consent by New York Life, so long as such activities do not materially interfere Executive agrees to guarantee certain obligations of the Partnership. If the Executive's employment is otherwise terminated under the Employment Agreement, the Partnership and the Company shall allow the Executive to continue his duties under this subsection 3(b) until they are terminated in accordance with this subsection 3(b) or conflict with until the performance death or Disability of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed , provided that no additional compensation shall be paid to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.