Common use of Position and Duties Clause in Contracts

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

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

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

Position and Duties. (i) During 2.1 Employer hereby agrees to employ Employee as Chief Financial Officer, subject to the Employment Periodterms, the conditions and provisions of this Agreement. As a material term of this Agreement, Employee shall report directly to ▇▇▇▇▇ ▇▇▇▇▇▇▇ 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, Term the Executive shall be employed and shall serve as the President and Chief Executive Chairman Officer of the REIT and the Operating Partnership, Company and shall perform have complete responsibility for the day-to-day management and operations of the Company and such employment duties as are usual and customary specified for such positions. The Executive shall report directly position in the Company’s By-Laws and such other duties consistent with the position of chief executive officer of a publicly-held company as are reasonably assigned to him by the Board of Directors of the REIT Company (the “Board”). In additionThe Executive shall report solely and directly to the Board and shall perform such other duties, services and responsibilities as may from time to time be requested by the Board. As of the Commencement Date and thereafter during the Employment PeriodTerm, all other officers of the Company and any of its subsidiaries shall cause report to the Executive or to be nominated to stand for election one of his designees, except that (i) the leader of the Company’s Internal Audit Department shall report directly to the Board at any meeting of stockholders Audit Committee of the REIT during which Board, (ii) the Secretary of the Company shall, upon request of the Chairman of the Board, report directly to the Chairman, and (iii) any other Company officer required under applicable rules of the Securities and Exchange Commission or the New York Stock Exchange to report to another person or body shall report to such election is held person or body. The Executive shall devote his full business time, attention and skill to the Executive’s term as director will expire if he is not reelectedperformance of his duties, services and responsibilities hereunder, and shall use his best efforts to promote the interests of the Company; provided, however, that the Company Executive may (a) serve on the board of directors of not more than two corporations with the prior written approval of the Corporate Governance Committee of the Board (the “Governance Committee”), it being understood that such approval shall be at the Governance Committee’s sole discretion, (b) serve on civic or charitable boards or committees, with the prior written approval of the Governance Committee, which approval shall not be obligated unreasonably withheld, (c) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (d) manage his and his family’s private investments, so long as such activities do not, individually or in the aggregate, materially interfere with the performance of Executive’s duties hereunder. During the Employment Term, the Company shall (i) use its reasonable best efforts to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At , and (ii) appoint the Executive to serve as a member of the boards of directors of the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to on which the Executive may be entitled, the Executive agrees to devote a significant majority of his business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue desires to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the a “Principal LocationSubsidiary Board”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

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

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

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

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

Position and Duties. (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 ▇▇▇▇▇▇ 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 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 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 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. (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 – 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. (i) For the period beginning on the Employment Start Date and ending on March 31, 2026 (the “Transition Period”), Executive shall serve as the Co-President of the Company. During the Transition Period, Executive shall perform such activities as are necessary or directed by the Chief Executive Officer (or such other individual as the Chief Executive Officer may designate from time to time) to transition Executive from Co-President to President of the Company. Following the Transition Period and for the remainder of the Employment Period, the Executive shall serve as Executive Chairman President of the REIT Company. Executive shall report to the Chief Executive Officer (or such other individual as the Chief Executive Officer may designate from time to time). Executive shall have the normal duties, responsibilities, and the Operating Partnership, authority implied by such position and shall perform such employment duties other activities as are usual and customary for such positions. The directed by the Chief Executive shall report directly Officer, subject in each case to the Board of Directors power of the REIT (the “Board”). In additionChief Executive Officer to expand, during the Employment Periodlimit, the Company shall cause the Executive or otherwise alter such duties, responsibilities, positions, and authority and to be nominated to stand for election to the Board at any meeting otherwise override actions 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 Agreementofficers. (ii) During the Employment Period, Executive shall devote Executive’s reasonable best efforts and excluding any periods substantially all of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his Executive’s full business time and attention to the business and affairs of the Company given Executive’s title as stated herein, except for permitted vacation periods in accordance with the Company’s policy, periods of illness or other incapacity, and reasonable time spent with respect to civic and charitable activities, provided that none of such activities materially interfere with Executive’s duties to the Company or its Affiliates or otherwise violate Executive’s duty of loyalty to the Company. Executive shall comply with all policies and procedures of the Company and its Affiliates, as applicable and as may be amended by the Company or Affiliates from time to time in the Company or Affiliates’ sole discretion, including the Code of Conduct of Parent, as will be delivered to Executive prior to the Effective Date and made available to Executive upon request. Notwithstanding the foregoing, during Executive may engage in the Employment Period, it shall not be a violation of this Agreement for the Executive to following activities (A“Permitted Outside Activities”) 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 with Executive’s compliance with the terms and conditions of this Agreement and are not in conflict with the performance policies or interests of the Executive’s duties Company: (A) Executive may serve as a member of the board of directors of Debticate, Inc. (“Debticate”), (B) Executive may continue to serve as a member of the board of directors of The Debt Exchange, Inc. solely to engage in activities reasonably necessary and responsibilities under this Agreement. It is expressly understood required to wind down and agreed dissolve the business and operations of Seller, and (C) the Company acknowledges and agrees that the Executive serves as a member of MaisieDog, LLC, a separate and independent business entity, and subject 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 terms and conditions set forth in nature and scope theretoSections 1(d)(iv)(B) 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 Periodbelow, the Executive shall perform the is permitted to provide executive services required to MaisieDog LLC, or any successor or affiliate entity controlled by this Agreement at the Company’s principal offices located in San DiegoExecutive (collectively, California (the “Principal LocationMaisieDog”), except necessary for travel certain activities and operations related to other locations as may Alpine Tremont LLC or an Affiliate thereof (“Alpine Tremont”). Unless otherwise agreed upon on a case-by-case basis in writing (email being sufficient) between Executive and the Company, such activities and operations shall be necessary limited to fulfill entities domiciled outside the United States with borrowers and/or collateral located worldwide, including within the United States, and entities domiciled within the United States regarding assets and/or borrowers located only outside of the United States. Executive’s duties services for MaisieDog shall be performed strictly in a representative capacity as a member of MaisieDog and responsibilities hereundernot in his individual capacity as an employee of Company. The parties acknowledge that Executive’s activities described in Sections (ii)(A) and (ii)(B) may involve conflicts of interest. Accordingly, in the event of a conflict of interest involving Company and either of those respective entities, Executive shall report such conflict of interest to Company and recuse himself from any discussions on behalf of Company or any such entity involving such conflict of interest. The parties further agree that the activities described in the preceding clause (C) shall be performed by MaisieDog in exchange for revenue sharing or other consideration pursuant to Section 1(d)(iv)(B) below. MaisieDog shall be solely responsible for its acts and omissions in connection with such activities. Company shall pursue any claim against MaisieDog that arises out of or is related to the business, acts, or omissions of MaisieDog against ▇▇▇▇▇▇▇▇▇ and not against Executive.

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

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

Position and Duties. (i) During the Employment Period, A. The Corporation shall continue to employ the Executive shall serve as Executive Chairman in the position of the REIT President and Chief Operating Officer and the Operating Partnership, and shall perform Executive hereby accepts such employment duties as are usual and customary for such positionsemployment. The Executive shall be subject to the direction of and shall report directly to the Board of Directors Chief Executive Officer of the REIT Corporation (the “CEO” or the “Direct Report”). Subject to such reporting relationship, the Executive shall perform the duties listed on Exhibit A hereto. The Executive shall perform the duties assigned to him by the Corporation with fidelity and to the best of his ability. The Executive shall deal at all times in good faith with the Corporation. B. This Agreement shall become effective upon the date on which the Closing occurs (the “Effective Date”). During the Term, the Executive shall devote one hundred percent (100%) of his business time to the performance of his duties on behalf of the Corporation, provided that (i) the Executive shall be permitted to devote attention during non-business hours to voluntary service with non-competitive not-for-profit charitable organizations, and (ii) the Executive shall be permitted to devote a maximum of four days per calendar quarter to service on the boards of directors of no more than two (2) business enterprises subject to the following conditions: (a) such service is approved in advance by the CEO and (where appropriate in the judgment of the CEO) the board of directors of the Corporation (the “Board”). In addition, during (b) the Employment Periodinterests of any such business enterprise do not conflict with the interests of the Corporation (as determined by the CEO in his sole discretion), (c) no such business enterprise has securities that are publicly traded on any exchange or over-the-counter market, (d) such service complies with applicable conflicts of interests policies of the Company shall cause Corporation and (e) the Executive to be nominated to stand for election to the Board ceases such service at any meeting of stockholders of time when 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, Corporation determines that the Company shall not be obligated to cause such nomination if any of the events constituting Cause conditions described in clauses (a)-(d) are not met. C. The Executive’s services shall be performed principally at the Corporation’s Stamford, Connecticut site or at the Corporation’s other business locations, as defined below) have occurred and not been cured. Provided that directed by the Executive is so nominated and is elected Direct Report from time to the Boardtime, the Executive hereby agrees subject to serve travel from time to time as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates reasonably required in other capacities in addition to the foregoing consistent connection with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed 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 Companyduties. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation Corporation acknowledges that as of the date 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 until otherwise directed 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 PeriodDirect Report, the Executive shall be permitted to perform his duties from his current residence in Frisco, TX, and required to commute to the services required by this Agreement at the CompanyCorporation’s principal offices located in San DiegoStamford, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunderConnecticut office on a regular basis.

Position and Duties. (i) During the Employment Period, the Executive shall serve as the Company’s President, 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”)position. In addition, during the Employment Period, the Company Board shall cause appoint 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 BoardBoard on or as soon as practicable after the Effective Date. 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 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, and/or (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 (D) manage his personal investments, in each case, so long as such activities which investments do not materially interfere or conflict with violate the performance 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 Executive’s duties and responsibilities under this AgreementCompany (the “Board”)). 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 Without limiting the provisions of Section 7 shall be permitted any other agreement between the Executive and the Company (2) including without limitation the Confidentiality Agreement (as defined below)), the Executive acknowledges and agrees that during the Employment Period the Executive shall notify the Board prior to engaging not invest or hold an economic interest in any new real estate related entity that competes with any historical, current or planned business or business activities after of the Effective Date that are unrelated to the performance of Executive’s duties hereunderCompany. (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 PeriodPeriod and prior to a Separation Event or Other Transaction Event, Executive will serve at the direction of, and will report to, the Chief Executive shall Officer of the Company to assist in running the Retail Segment and with the Separation Event; provided that following a Separation Event or Other Transaction Event, Executive will serve as Chairman and Chief Executive Chairman Officer of Spinco or Spinco Other and be nominated to serve on 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 board of Directors trustees or directors of the REIT Spinco or Spinco Other (the “Board”), as applicable. In additionPrior to a Separation Event or Other Transaction Event, Executive will have the powers and duties as may be prescribed by or at direction of the Chief Executive Officer, Chairman of the Board of Trustees of Vornado. Following a Separation Event or Other Transaction Event, Executive will have those powers and duties normally associated with the position of Chairman and Chief Executive Officer and such other powers and duties as may be prescribed by or at direction of the Board, provided that such other powers and duties are consistent with Executive’s position as Chairman and Chief Executive Officer of the Company. Executive will devote substantially all of his working time, attention and energies during normal business hours (other than absences due to illness or vacation) to the performance of his duties for the Company and its affiliates. Without the consent of the Board, during the Employment Period, Executive will not serve on the Company shall cause the Executive to be nominated to stand for election to the Board at board of directors, trustees or any meeting similar governing body 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 Companyfor-profit entity. Notwithstanding the foregoingabove, during Executive will be permitted, to 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 extent such activities do not materially substantially interfere or conflict with the performance by Executive of his duties and responsibilities hereunder or violate Section 11(a), (b) or (c) of this Agreement, to (i) manage Executive’s personal, financial and legal affairs, and (ii) serve on civic or charitable boards or committees (it being expressly understood and agreed that Executive’s continuing to serve on the board and/or committees on which Executive is serving, or with which Executive is otherwise associated, as of the Executive’s Effective Date (each of which has been disclosed to the Company on a list provided to the Company by the Executive coincident with the execution of this Agreement), will be deemed not to interfere with the performance by Executive of his duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder). (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (ia) During the Employment Period, the Executive shall serve be employed as Chief Executive Chairman Officer and President of the REIT and the Operating Partnership, Company and shall perform have such employment duties and responsibilities as are usual customarily assigned to individuals serving in such positions and customary for such positions. The Executive shall report directly to other duties consistent with Executive's titles and positions as the Board of Directors of the REIT Company (the “"BOARD") specifies from time to time. The Executive, in carrying out his duties under this Agreement, shall report and be subject to the Board”, and shall be responsible for the general and day-to-day management of the affairs of the Company, including, but not limited to, personnel matters, budgeting, investor relations, retention of professionals and strategic planning. During the Employment Period, the Executive will be the most senior executive officer of the Company and all other executives and businesses of the Company will report to the Executive or his designee (except for the Company's General Counsel, who shall report to the Executive and the Board). In addition, during During the Employment Period, the Company shall use its commercially reasonable efforts to 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 vacation, holiday, personal leave and sick leave to which the Executive may be is entitled, the Executive agrees to shall devote a significant majority of his the Executive's full business time time, attention and attention ability to the business and affairs of the CompanyCompany and shall use the Executive's reasonable best efforts to carry out the Executive's responsibilities faithfully and efficiently in a professional manner. Notwithstanding the foregoing, during the Employment Period, it It shall not be considered a violation of this Agreement the foregoing for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (Bi) serve on boards, committees corporate or similar bodies of civic boards reasonably approved by the Company or on charitable boards or nonprofit organizationscommittees, (Cii) deliver lectures or fulfill limited teaching, speaking and writing engagements, engagements and (Diii) manage his or his family's personal investments, in each case, 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 substantially interfere with the performance of the Executive’s 's responsibilities as an employee of the Company in accordance with this Agreement, do not violate the Company's rules and policies (or present a material conflict of interest with the Company) and do not otherwise constitute a violation of Section 6 of this Agreement. The Executive shall comply with the rules and policies of the Company that are generally applicable 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's senior executives. (iiib) During The Executive's primary office shall be located at in the Employment Periodmetropolitan Miami, 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 hereunderFlorida area.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Executive Chairman Vice-President, Major Transactions of the REIT and the Operating Partnership, Partnership 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, which shall consist of the approximately 5 or 6 most senior executives in the Company, and the Executive shall report directly at all times to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ III. The Executive Management Committee shall, as a group, consider, determine and direct all major policies, strategies and initiatives of the Company and its affiliates. The Executive shall have significant interface with the Board of Directors of the REIT (the “Board”). In addition, during investors, analysts, lenders and other 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 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 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 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 (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 Chief Executive Chairman Officer, reporting directly to the Board of Directors of the REIT and Company (the Operating Partnership“Board”), 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 Chief Executive Chairman 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(b3(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(b3(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(1) (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, 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 currently located in San DiegoKirkland, California Washington (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 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 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 Vice President and 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, 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 the Chief Executive Chairman Officer of THUSA, with the customary duties, responsibilities and authority of the REIT and Chief Executive Officer, including, without limitation, control of all aspects of the Operating Partnershipdaily operations of THUSA. In addition, 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 THUSA and shall continue to serve thereon throughout the REIT (Employment Period. Furthermore, Executive shall serve as the “Board”)President of THUSA, with the customary duties, responsibilities and authority of the President. In additionNotwithstanding the foregoing, THUSA may reassign the titles, position, duties, responsibilities and authority of President during the Employment Period, in connection with its succession planning; provided that Executive as the Company shall cause the Chief Executive Officer of THUSA continues to be nominated in charge of the overall management of such entity, including the day-to-day affairs of such entity, and the President reports to stand for election Executive as Chief Executive Officer; and provided, further, that Executive consents to the individual selected as President. (ii) Executive shall be appointed to the Board at any meeting of stockholders Directors of THC (the “THC Board”) effective as of the REIT during which any such election Effective Date. 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 intention of the events constituting Cause (as defined below) have occurred and not been cured. Provided parties that thereafter, subject to the vote of the shareholders of THC, Executive is so nominated and is shall be elected to the Board, the Executive hereby agrees to and serve as a member of the BoardTHC Board during the Employment Period. At Executive shall also serve as the Company’s requestChief Executive Officer of THC, with the duties, responsibilities, and authority set forth in the Articles of Association of THC. In addition, Executive shall serve as 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 THC; provided that the Executive, THC Board may appoint a different individual as President of THC during the Employment Period, serves in any one or more connection with THC’s succession planning; provided, further, that Executive as the Chief Executive Officer of such additional capacitiesTHC continues to be the most senior executive officer of THC, and the Executive’s compensation shall not be increased beyond President reports to Executive as Chief Executive Officer; and provided, further, that specified in Section 2(b) hereof. In addition, in Executive consents to the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, individual selected 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 AgreementPresident. (iiiii) During Executive shall report to the Employment Period, THC Board 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 and affairs of THC and its subsidiaries. Anything herein to the Company. Notwithstanding the foregoingcontrary notwithstanding, during the Employment Period, it nothing shall not be a violation of this Agreement for the preclude Executive to from (A) continue serving on the boards of directors of a reasonable number of other corporations (as disclosed to serve as Chairman and approved by the THC Board) or the boards of the Board a reasonable number of Insurance Company of the Westtrade associations and/or charitable organizations, (B) continuing to serve on boards, committees or similar bodies the boards on which he serves as of charitable or nonprofit organizationsthe Effective Date as set forth in Exhibit A hereto, (C) fulfill limited teaching, speaking engaging in charitable activities and writing engagementscommunity affairs, and (D) manage managing his personal investmentsinvestments and affairs, in each case, so long as provided that such activities do not materially interfere or conflict with the proper performance of the Executive’s his duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

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

Position and Duties. (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) 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. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇’▇ 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 Co-Chief Executive Chairman Officer and President 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 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 Boardelected, the Executive hereby agrees to serve as a member 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 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 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 Executive Chairman President of CapitalSource (provided that following the first year of the REIT Term, he shall serve subject to future reorganizations, restructurings or changes in the Employer’s business model in connection with, relating to, resulting from or due to the Employer’s application for a commercial bank charter), and, effective January 1, 2012, Chief Lending Officer of the Company. In such capacities, prior to any Change in Control, the Executive shall report to the President of the Company and to the Operating PartnershipChief Executive Officer of CapitalSource, and shall perform such employment duties as are usual and customary for such positionsdetermined by the Chief Executive Officer of CapitalSource or the President of the Company, respectively. The Executive shall report directly to shall, at the Board Employer’s request, also serve in such other officer position(s) of Directors any of the REIT (Company’s or Parent’s subsidiaries or affiliates, in each case without further compensation beyond that set forth in this Agreement and as a member of such management, executive, credit, disclosure and other committees as determined by the “Parent Board”), the Bank Board, CapitalSource’s Chief Executive Officer or the Company’s Chief Executive Officer or President from time to time. In addition, during During the Employment Period, the Company Executive shall cause have the duties, responsibilities, powers and authority not inconsistent with those set forth in the Employer’s or CapitalSource’s bylaws, as amended from time to time, as determined from time to time by the Parent Board, the Bank Board, CapitalSource’s Chief Executive to be nominated to stand Officer or the Company’s Chief Executive Officer or President for election to the Board at any meeting position of stockholders of the REIT during which any such election is held President and Chief Lending Officer, respectively. The Executive shall devote the Executive’s term as director will expire if he is not reelected; provided, however, that reasonable best efforts and full business time to the Company shall not be obligated to cause such nomination if any performance of the events constituting Cause (as defined below) have occurred Executive’s duties hereunder and not been cured. Provided the advancement of the business and affairs of the Employer; provided that the Executive is so nominated and is elected shall be entitled to the Board, the Executive hereby agrees to (i) serve as a member of the Board. At the Company’s requestboard of directors of a reasonable number of other companies, the Executive shall (ii) to serve the Company and/or its subsidiaries on civic, charitable, educational, religious, public interest or public service boards, and affiliates in other capacities in addition (iii) to the foregoing consistent with manage the Executive’s position as Executive Chairman of the REIT personal 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 family investments, in each case, so long as to the extent such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreementhereunder. It is expressly understood and agreed that The Executive’s service as a member of the board of directors for a publicly traded company shall be subject to the extent that any such activities have been conducted by prior approval of the Executive prior to the Effective DateParent Board and Bank Board, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date which approvals 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 hereunderunreasonably withheld. (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, President 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 of the REIT (the “Board”). In additionCompany, during the Employment Period, the Company and Executive’s primary point of contact shall cause be 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 BoardChairman. 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 Partnershipposition. 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, 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 hereunderpermitted. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (ia) During the Employment Period, the Executive shall serve as 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. (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 LA\2082980.4 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 Vice President, Chief Financial Officer of the REIT and the Operating Partnership, Company 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 reelectedposition; provided, however, that the Company shall not be obligated may, during the Employment Period, appoint a successor to cause such nomination if any the position of Chief Financial Officer of the events constituting Cause (Company and may, in its sole discretion, change the Executive’s title, position, authority and duties so long as defined below) have occurred and not been curedthe Executive’s position remains at the level of Executive Vice President of the Company after such change. Provided that During the Executive is so nominated and is elected to the BoardEmployment Period, the Executive hereby agrees shall report directly at all times to serve as a member the Chief Executive Officer of the BoardCompany. At During the Employment Period, the Executive shall (i) support the Chief Executive Officer of the Company and the key accounting, reporting and tax functions of the Company, (ii) at the Company’s request, provide services to assist any successor to the Executive shall position of Chief Financial Officer of the Company in the transition of duties and responsibilities to such successor, and (iii) at the Company’s request, serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing foregoing, in each case consistent with the Executive’s position as Executive Chairman Vice President, Chief Financial Officer of the REIT and the Operating PartnershipPartnership or such other Executive Vice President level position as determined by the Company. 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. Notwithstanding the foregoing, (i) in no event will a change in Executive’s position to any other Executive Vice President-level position constitute a breach of this Agreement, and (ii) Executive hereby expressly consents to any changes to his position as set forth herein. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be is entitled, the Executive agrees to devote a significant majority of his business time and sufficient attention to the business and affairs of the CompanyCompany to perform Executive’s duties under this Agreement. 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 Westinterview for employment positions with another employer, (B) serve on boardscorporate, committees civic or similar bodies of charitable boards or nonprofit organizationscommittees, (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 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 (the “Principal Location”)downtown Los Angeles, except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

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

Position and Duties. (ia) During the Employment PeriodPeriod (as defined below), the Executive shall serve as Chief Executive Chairman Officer and President of the REIT and the Operating Partnership, Company and shall perform have the duties and responsibilities normally attributable to such employment positions and such other duties as are usual and customary for such positions. The may be assigned to Executive shall report directly to by the Board of Directors of the REIT Company (the “Board”). In addition, during the Employment Period, the Company shall cause the Executive ) from time to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelectedtime; 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 in its sole and absolute discretion, may at any time elect another person to serve as a member President, it being understood that if such election is made, the duties and responsibilities normally attributable to the position of President shall be delegated to and performed by such elected person, and such elected person shall report to, and be under the direction of, Executive in his capacity as Chief Executive Officer. Notwithstanding the foregoing or any other provision of this Agreement or elsewhere to the contrary, none of the Board. At the Company’s requestelection of another person to serve as President, the Executive shall serve resulting diminution of or change in Executive’s authority, duties and responsibilities, or any succession planning by the Board and/or the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent shall be considered or constitute, for any purpose, (i) a breach of this Agreement or any rights or benefits of Executive under any agreement, plan or policy or any law or statute, (ii) a dismissal or discharge of Executive from employment without “cause” (or words of like import) under any agreement, plan or policy of or with the Executive’s position as Company or any of its affiliates, (iii) a constructive dismissal or discharge of Executive Chairman from employment for any reason, (iv) grounds for any “good reason” resignation (or words of like import) under any agreement, plan or policy of or with the REIT and Company or any of its affiliates, or (v) grounds for Executive to assert any claim against the Operating Partnership. In Company or any of its affiliates. (b) Executive may continue to serve on the event that the Executive, Board during the Employment Period, serves in any one or more of such additional capacities, the . Subject to Executive’s compensation shall not continued employment, Executive will be increased beyond that specified in Section 2(b) hereof. In addition, in nominated to serve on the event Board for a three-year term commencing immediately after the Executive’s service in one or more expiration of such additional capacities is terminated, his current term on the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result Board (scheduled for the second quarter of such termination provided that the Executive otherwise remains employed under the terms of this Agreement2017). (c) Without limitation of Section 2(a), Executive (i) in his capacity as Chief Executive Officer, shall be responsible for developing, mentoring and maintaining a first rate leadership team consistent with such succession plans and strategies as may be approved by the Board from time to time and (ii) During shall observe and comply with all lawful polices of the Employment Period, Company. (d) Executive shall report to the Board and excluding any periods of vacation shall devote Executive’s reasonable best efforts and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his Executive’s full business time and attention (except for permitted vacation periods, periods of illness or other incapacity) to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment PeriodExecutive may be involved in charitable and professional activities, 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) manage his personal investments and serve on boards, committees provided that the foregoing, individually or similar bodies in the aggregate, do not interfere with Executive’s performance of charitable his duties and responsibilities and, provided, further, that in no event shall Executive serve as a director or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investmentsboard member of any for-profit corporation or other enterprise without, in each caseinstance, the prior approval of the Board. (e) Executive shall be required to maintain regular hours at Company’s headquarters (which are currently located in Miramar, Florida) and to perform his duties and responsibilities hereunder primarily from and at the Company’s headquarters, it being understood and agreed that the foregoing shall not preclude Executive from traveling on Company business to the extent reasonably required to perform his duties and responsibilities. Subject to the foregoing, Executive may perform, on a lesser scale, some of his duties and responsibilities from and at his primary residence; provided, however, that Executive shall arrange his schedule so long as such activities do to be present in person at the Company’s headquarters as and when necessary to perform those duties and responsibilities that cannot materially interfere be effectively or conflict properly performed elsewhere. In no event shall the Company be responsible for (i) any expenses incurred by Executive in connection with the performance of the Executive’s any of his duties and responsibilities under from or at his primary residence, (ii) any expenses incurred by Executive in connection with his travel between the Company’s headquarters and his primary residence or (iii) any of Executive’s housing expenses. (f) For purposes of this Agreement. It is expressly understood , (i) all references to “Company” shall include any corporation of which the securities having a majority of the voting power in electing directors are, at the time of determination, owned by the Company, directly or through one or more subsidiaries and agreed that (ii) the Compensation Committee of the Board, to the extent that any such activities empowered by its charter or otherwise, shall have been conducted by the Executive prior authority granted to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

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

Position and Duties. (i) During the Employment Period, the Executive shall serve as Executive Chairman the President and Chief Operating Officer of the REIT Company and the Operating Partnership, and shall perform such employment duties and functions commensurate with such title as are usual the Chief Executive Officer of the Company (“CEO”) and customary for such positions. The Executive shall report directly to the Board of Directors of the REIT Company (the “Board”)) shall reasonably determine, which duties shall include, but not be limited to, training executives and/or other individuals designated by the CEO in all aspects of the Company’s business, and assisting the designated individuals in developing the necessary relationships with customers, clients, suppliers, agents, consultants, directors, officers, employees, and other business associates of the Company. In additionExecutive shall report exclusively to the CEO and the Board. If the CEO is unavailable (a) for any length of time due to the CEO’s disability or illness; or (b) for one (1) month or more due to any other reason, during the Board may designate an individual to whom Executive shall report. Executive shall report to the designated individual only for the period of the CEO’s unavailability. Executive’s services shall be performed principally at the Company’s headquarters in Allendale, New Jersey or such other headquarters as may exist from time to time. However, from time to time, Executive may also be required by his job responsibilities to travel on Company business, and Executive agrees to do so. Executive shall not be required to relocate from the Allendale, New Jersey area without Executive’s consent. 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 shall, if he agrees and the Executive’s term as director will expire if he is not reelected; providedelected or appointed, 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 an officer of the Board. At the Company’s request, the Executive shall serve the Company and/or its any parents, subsidiaries and or 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 Company in existence or hereafter created or acquired without any one or more of additional compensation for 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 Agreementservices. (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 attention, energy and attention skills to the business and affairs of the Company. Notwithstanding the foregoing, Executive’s employment under this Agreement shall be Executive’s exclusive employment during the Employment Period. Executive may not engage, 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 directly or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investmentsindirectly, in each caseany other business, so long as such activities do not materially interfere investment, or conflict activity that interferes 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) , is contrary to the interests of the Company or its parents, subsidiaries or affiliates, or requires any significant portion of Executive’s business time. The foregoing notwithstanding, the parties recognize and agree that Executive may engage in personal investments, other business activities and civic, charitable or religious activities which do not conflict with the business or affairs of the Company, its parents, subsidiaries or affiliates or interfere with Executive’s performance of his duties hereunder or otherwise violate this Agreement. During the Employment Period, Executive may not serve on the Executive shall perform board of directors of any entity which competes with the services required by this Agreement at the Company’s principal offices located in San Diegobusiness of A▇▇▇▇ Corporation, California Inc. (the “Principal LocationA▇▇▇▇”), except its subsidiaries or affiliates without the written approval of the Board. Executive shall be permitted to retain any compensation received for travel to other locations as may be necessary to fulfill the Executiveapproved service on any unaffiliated corporation’s duties and responsibilities hereunderboard of directors.

Position and Duties. (ia) During The Company shall employ the Employment PeriodExecutive, and the Executive agrees to be employed by the Company, in the position of Vice Chairman. The Executive shall serve as Executive also be the Chairman of the REIT and Executive Committee of Management of the Operating Partnership, Company and shall assume and perform such employment the duties as are usual and customary for such positionsof Chairman of the Board (“Chairman”) in the Chairman’s absence. The Executive shall report directly to the Board of Directors Chairman and the Board. The Executive shall be the most senior executive officer of the REIT (Company, with no executive officer ranking equal to or above the “Vice Chairman, and shall perform such functions as may from time to time be designated by the Board”), not inconsistent with such position, and shall have all the duties customarily associated with the most senior executive officer of the Company, including responsibility for the general operation, management and profitability of the Company and complete authority, in consultation with the Board as directed or required, with respect to hiring, firing and compensation decisions, subject to established budget limits and written policies and procedures, as shall be established by the Company from time to time. In addition, during During the Employment Period, the Company shall cause nominate 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 ’s employment with the Employment Period, serves in Company terminates for 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 entitledreason, the Executive agrees to devote a significant majority resign from the Board upon the request of his business time and attention the Board. All other employees of the Company shall report directly 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 Executive or to such other persons as 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 Agreementshall direct. 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 Executive’s duties hereunder to the best of the Executive’s abilities, well and faithfully and at the highest professional level. The Executive shall devote his full business time, attention, skills and efforts to the affairs of the Company, and shall use his best efforts to promote the interests of the Company; provided however, during the first 90 days the Executive may spend a portion of his time winding up two (2) existing consulting projects; provided that they do not materially interfere with the performance of his duties hereunder. Notwithstanding the foregoing, the Executive may engage in charitable, civic or community activities and lecturing (including at industry functions) and, subject to the approval of the Board, serving as a member of the Board of Directors of public companies (24/7 Real Media, Inc. hereby being approved) provided that they do not interfere with the performance of his duties hereunder. (b) Throughout the Employment Period, the Executive’s duties will be performed primarily at the Company’s principal offices located in San Diegothe New York City metropolitan area, California (including Jersey City, New Jersey, as established by the “Principal Location”)Company, except for subject to the travel to other locations as requirements of his position, which Executive acknowledges may be necessary to fulfill the Executive’s duties and responsibilities hereundersubstantial.

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

Position and Duties. (i) Executive shall continue to serve as Chief Executive Officer of the Company and Holdings until the date on which the Company and Holdings hire a new Chief Executive Officer to succeed him, and thereafter shall continue as an employee of the Company and Holdings in the position of Chairman. 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 solely and directly to the Board of Directors of the REIT (the “Board”)) of Holdings. Executive’s powers and duties as Chief Executive Officer of the Company and Holdings until the date on which the Company and Holdings hire a new Chief Executive Officer to succeed him shall remain consistent with the powers and duties previously held by Executive in the position of Chief Executive Officer. As Chairman, Executive shall have the powers and duties as set forth in Appendix A and such other duties and responsibilities as are consistent with Executive’s position as Chairman as may be mutually agreed upon by Executive and the Board of Holdings from time to time. Executive shall be provided with all the support as shall be appropriate to perform the duties of his positions provided herein, including, but not limited to: his office space, stenographic and secretarial assistance and use of the Company-provided aircraft, all as otherwise provided in Section 5 of this Agreement. Executive shall devote as much of his working time, attention and energies during normal business hours (other than absences due to illness or vacation) to satisfactorily perform his duties for the Company. In additionparticular, during but not in limitation of the foregoing, following the date on which Executive ceases to act as Chief Executive Officer of the Company and Holdings, it is the expectation of the parties that Executive shall work no less than 20% per month, on average of the average level of services Executive performed over the preceding thirty-six (36) month period. Notwithstanding the above, Executive shall be permitted, to the extent such activities do not substantially interfere with the performance by Executive of his duties and responsibilities hereunder or violate Section 11 hereof, to (i) manage Executive’s personal, financial and legal affairs, (ii) serve on civic or charitable boards or committees or on the Board of Directors of other companies and their committees, subject to Section 11(b) herein (it being expressly understood and agreed that Executive’s continuing to serve on any such boards and/or committees on which Executive is serving, or with which Executive is otherwise associated, as of the Effective Date shall be deemed not to interfere with the performance by Executive of his duties and responsibilities under this Agreement), and (iii) deliver lectures or fulfill speaking engagements. During the Employment Period, the Company Executive shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to also serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries Board 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 both 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 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 hereunderHoldings. (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 Section 1 of the Employment PeriodAgreement is hereby deleted in its entirety and replaced with the following new paragraphs: “Position and Duties. Effective as of January 13, 2020 (the “Transition Date”), you will be employed by the Company, on a full-time basis, as its Chief Executive shall serve Officer, with such duties as are required by that position and as may be assigned to you from time to time by the 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 Parent’s Board of Directors of the REIT (the “Board”)) or the Board. In additionaddition to serving as Chief Executive Officer, during the Employment Period, the Company shall cause the Executive you will be appointed to be nominated to stand for election to the Board at any meeting serve as member of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, effective as of the Transition Date. Thereafter, for so long as you remain employed by the Company as its Chief Executive hereby agrees Officer, at each applicable annual meeting of Parent’s stockholders, the Board or a committee thereof shall nominate you to serve as a member of the Board. At the Company’s request, the Executive Board and you shall serve if so elected or re-elected without further compensation, subject to receiving the Company and/or its subsidiaries required approval of Parent’s stockholders and affiliates in other capacities in addition compliance with Parent’s policies applicable to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating PartnershipBoard members generally. In the event that you cease to be employed as the ExecutiveChief Executive Officer for any reason, during you shall resign from the Employment Period, serves in any one or more of Board effective immediately upon such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereofcessation. In addition, in the event the Executive’s service in you may be asked to serve as a manager, director or officer of one or more of such additional capacities is terminated, the Executive’s Affiliates without further 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 . For purposes of this Agreement. (ii) During , “Affiliates” means all persons and entities directly or indirectly controlling, controlled by or under common control with the Employment PeriodCompany, and excluding any periods of vacation and sick leave to which the Executive where control may be entitledby management authority, equity interest or otherwise. While employed by the Executive agrees Company, you will be expected to devote a significant majority of his your full business time and attention your best professional efforts to the business and affairs advancement of the Companybusiness interests of the Company and its Affiliates. Notwithstanding the foregoingYou may, during the Employment Periodhowever, 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 Westparticipate in charitable and philanthropic activities, (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 your personal investments, in each caseand, so with the consent of the Executive Chairman or the Board, serve on the board of directors or managers of for-profit and not-for-profit companies or organizations, as long as such activities activities, in the aggregate, do not materially interfere or conflict with the performance of the Executive’s your duties and responsibilities to the Company or result in a breach of your obligations under this Agreement. It is expressly understood and agreed that , including but not limited to the extent that any terms and conditions set forth in Section 3 herein. You will discharge the duties and responsibilities of a chief executive officer and such activities have been conducted other duties and responsibilities as are specified by the Executive prior to the Effective DateChairman or Board reasonably consistent with that position. You agree that, 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 while employed by the Company; provided, that (1) no such activity that violates the provisions you will comply with all Company policies, practices and procedures and all codes of Section 7 shall be permitted and (2) Executive shall notify the Board prior ethics or business conduct applicable to engaging your position, as in any new real estate related business activities after the Effective Date that are unrelated effect from time to the performance of Executive’s duties hereundertime. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

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

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

Position and Duties. (i) During the Employment Period, the Executive shall serve as Executive Chairman 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 continue to serve as the Chairman of the Board of Directors of PVH (which for purposes of this Agreement includes any committee thereof, unless the REIT context otherwise requires (the “Board”)) for the remainder of his current term as a director of PVH, and, if re-elected to the Board at PVH’s 2021 annual meeting of stockholders, shall be reappointed by the Board as Chairman for such term. In addition, during connection with the Employment Periodforegoing, the Company Board shall cause the Executive to be nominated to stand for election reelection to the Board at any PVH’s 2021 annual meeting. There shall be no obligation to nominate the Executive for reelection to the Board beyond the term ending at PVH’s 2022 annual meeting of stockholders of or to appoint the REIT during which Executive as Chairman for any subsequent term, nor for the Executive to serve in 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.capacity (ii) During the Employment Transition Period, the Executive shall have such duties and responsibilities as may be reasonably assigned from time to time to the Executive by the Board, consistent with the Company’s By-Laws and his position as Chairman. Without limiting the generality of the foregoing, the Executive shall provide support to the Successor, as requested, to ensure the smooth and effective transition to the Successor of the Executive’s former duties as Chief Executive Officer, including but not limited to by way of providing advice, transferring institutional knowledge, and making key business partner and stakeholder introductions. In addition, the Executive shall serve as a liaison between the Successor and the independent directors on the Board, as and when needed, shall coordinate Board agendas with the Successor and the Board’s presiding director, and lead executive sessions of the Board, other than sessions in which only the independent directors participate. The Executive’s services shall be performed at a location mutually agreed between the Company and the Executive. For the avoidance of doubt, the Executive’s duties hereunder are not intended to qualify him as an “officer” as defined in Rule 16a-l(f) or Rule 3b-2 or an “executive officer” as defined under Rule 3b-7, and the Company does not intend to treat him in such capacities, in each case promulgated under the Securities Exchange Act of 1934, as amended. (iii) During the Transition 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 the necessary business attention and time and attention to discharge the responsibilities assigned to the business Executive hereunder and affairs of to use the CompanyExecutive’s reasonable best efforts to perform faithfully and conscientiously such responsibilities. Notwithstanding During the foregoing, during the Employment Transition Period, it shall not be a violation of this Agreement for the Executive shall be entitled to (A) continue to serve as Chairman a member of up to three for-profit company boards of directors with the prior approval of the Board of Insurance Company in accordance with PVH’s Corporate Governance Guidelines; provided, however, that, without the prior approval of the WestBoard, the Executive shall only serve on two such boards of directors prior to September 1, 2021, (B) serve on boards, committees or similar bodies a reasonable number of civic and charitable or nonprofit organizations, boards and (C) fulfill limited teaching, speaking manage the Executive’s personal and writing engagements, and (D) manage his personal family investments, in each case, so long as to the extent such activities do not materially interfere or conflict interfere, in the reasonable judgment of the Board, with the performance of the Executive’s duties for the Company 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 are otherwise consistent with the performance Company’s governance policies, values and reputation. For the avoidance of doubt, the Executive’s responsibilities to service as a member of the Company; providedboards of directors of Dick’s Sporting Goods, that (1) no such activity that violates Inc. and Conagra Foods, Inc. has been approved by the provisions Board, shall count toward the foregoing limit of Section 7 shall three for-profit company boards of directors and his continued service thereon beyond his current term on each need not 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 hereunderapproved. (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. (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 the 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 the 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 President of the Company (or in such other capacity as the parties hereto shall mutually agree); (B) the Executive shall be provided with the right to continue to serve as an officer and/or director of all Affiliates, as well as any affiliates of the Company of which the Executive becomes an officer or director subsequent to the date of this Agreement, subject to the Company's unrestricted right to liquidate, reorganize or otherwise eliminate its interest in any of its affiliates; (C) the Executive shall be provided with the right to continue to fully exercise all responsibilities and duties of office which the Executive is exercising as an officer of the Company or its affiliates as of the date of this Agreement; and (D) the Executive shall not be assigned any duties inconsistent with or in limitation of the powers of the Executive contemplated by this Section 3. The aforesaid conditions to Executive's obligation to continue to serve hereunder are cumulatively referred to hereafter as "assumed conditions of service". (d) The Executive agrees that during the term hereof he shall devote substantially all of his regular business time solely and exclusively to the business of the Company, whether such business is operated directly by the Company or through one or more affiliates of the Company. The Executive agrees that during the term of this Agreement, he will not, directly or indirectly, provide services on behalf of any competitive financial institution, any insurance association or agency, any mortgage or loan broker or any other competitive entity or on behalf of any subsidiary or affiliate of any such competitive entity, as an employee, consultant, independent contractor, agent, sole proprietor, partner, joint venturer, corporate officer or director; nor shall the Executive acquire by reason of purchase during the term of this Agreement the ownership of more than 1% of the outstanding equity interest in any such competitive entity. Subject to the foregoing, the Executive may serve on Boards of Directors of unaffiliated corporations, subject to advance approval by the Chief Executive Officer and such approved service shall be presumed for these purposes to be of benefit to the association. The Executive shall diligently carry out his responsibilities under this Agreement, it being hereby agreed by the association that the Executive may engage in personal business and investment activities, including real estate investments; provided further, that, except as expressly set forth above, nothing contained herein shall be construed as preventing the Executive from making personal investments in the stocks, securities and obligations of other financial institutions. (e) The Company reserves the right to elect, from time to time, any person to its Board of Directors, to appoint any person as an officer of the Company and to remove any of its officers and directors, without exception, in any manner and upon the basis or bases presently or subsequently provided for by its Charter and Bylaws, provided however, that except when expressly provided herein to the contrary, any such removal shall not relieve the Company from any of its existing obligations to the Executive, during the Employment Period, serves in or any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed obligations set forth under the terms of this Agreement. Nothing herein shall be deemed to limit the Chief Executive Officer's authority to retain, supervise or remove Company personnel, or to change, from time to time, the duties, responsibilities and authority of the Executive. (iif) For the purpose of this Agreement, a change in control of the Company shall mean the acquisition by any person or entity of control of the Company, or any entity controlling the Company, within the meaning of Section 583.7 of the Regulations for Savings and Loan Holding Companies of the Office of Thrift Supervision, provided, however, that no change in control shall be deemed to occur in the event of any regulatory action specified in Section 10(a) (vii) below, or in the event of any merger, consolidation, or corporate reorganization in which the owners prior to said combination of the capital stock entitled to vote in the election of Directors ("Voting Stock") of the Company or any organization controlling the Company receive 75% or more of the resulting entity's Voting Stock. Without limitation of the foregoing, a change in control shall be deemed to occur if any person or entity directly or indirectly acquires ownership, control, power to vote, or proxies representing more than 25 percent of the Voting Stock of the Company or any entity controlling the Company, or obtains control of the election of a majority of the directors of the Company or any entity controlling the Company. (g) During and after the Employment Period, and excluding any periods term of vacation and sick leave to which the Executive may be entitledthis Agreement, the Executive agrees shall not disclose to devote a significant majority any person (other than an employee or agent of his business time and attention the Company or any affiliate entitled to receive the same) any confidential information relating to the business and affairs of the Company or any affiliate and obtained by him while providing services to the Company, without the consent of the Board, or until such information ceases to be confidential. Notwithstanding the foregoing, during the Employment Period, it Executive shall not be a violation of this Agreement for precluded from disclosures respecting the Executive Company where made pursuant to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees compulsory legal process or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services when otherwise required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunderan appropriate government agency.

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

Position and Duties. (ia) During Heretofore, Executive has served other companies in various financial and administrative roles and is currently winding up operations as Interim CFO for Particle Drilling Technologies, and has been instrumental to their financial SEC reporting and overall administration; and Henceforth, the Employment PeriodCompany hereby employs Executive as its new Chief Financial Officer – VP of Accounting and Finance, and Corporate Secretary pursuant to the terms of this Agreement commencing as of the Effective Date for the "Term of Employment" (as herein defined below). In this capacity, the Executive shall serve as Executive Chairman of the REIT devote his best efforts 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 full business time and attention to the business performance of the services defined by the by-laws of the company, services customarily incident to such offices and affairs position and to such other services of a senior executive nature as may be reasonably assigned by the Chief Executive Officer or requested by the Board of Directors (the "Board") of the Company which may include services for one or more subsidiaries or affiliates of the Company. Notwithstanding Executive shall in his capacity as an employee and officer of the foregoing, during Company be responsible to and obey the Employment Period, it shall not be a violation reasonable and lawful directives of this Agreement for the Chief Executive to (A) continue to serve as Chairman of Officer and the Board of Insurance Company Directors of Hyperdynamics Corporation. (b) Executive shall devote his full time (as defined below) and attention to such duties, except for sick leave, periodic personal trips and vacations as determined not to conflict with the material operations of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagementsCompany, and excused leaves of absences otherwise. Executive shall use his best efforts during the Term of Employment to protect, encourage, and promote the interests of the Company. Full time with respect to this agreement is understood to credit the Executive for his on-call status with regard to managing employees located around the world and recognizing that the Executive’s hours of specific work for the company are not limited to any specific range of time during a work day but can be accomplished around the clock and on weekends and/or holidays if deemed necessary by the Chief Executive Officer or the Executive his self, and certain responsibilities of Executive’s responsibilities, as approved by the Chief Executive Officer, may be done at any physical location including Executive’s home. As approved by the Chief Executive Officer the company may establish full home computer system and access communications capabilities for Executive as deemed necessary by mutual agreement of the Chief Executive Officer and Executive. (Dc) manage his personal investmentsNotwithstanding paragraph 2(b), in each case, Executive shall be entitled to sit as a director on other boards of directors so long as such activities do not materially interfere or doing so presents no conflict of interest with the Executive'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 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 his positions at the Company’s principal offices located in San Diego, California (as determined and approved by the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunderboard of directors.

Position and Duties. (ia) During the Employment PeriodTerm (as defined in Section 2 hereof), the Executive shall serve as the President and Chief Executive Chairman Officer of the REIT Company. In such capacity, the Executive shall perform the customary duties and have the Operating Partnershipcustomary authorities and responsibilities as are required by the Executive’s position, and shall perform such employment duties other duties, authorities and responsibilities as are usual and customary for such positions. The may reasonably be assigned to the Executive shall report directly from time to time by the Board of Directors of the REIT Company (the “Board”). In addition, during the Employment Period, The Executive’s principal place of employment with the Company shall cause be at the Company’s headquarters located in New York City, provided that the Executive understands and agrees that the Executive may be required to be nominated travel from time to stand time for election business purposes. The Executive shall report directly and exclusively to the Board at any meeting of stockholders Board. (b) During the Employment Term, the Executive shall devote all of the REIT during which any such election is held Executive’s business time, energy, business judgment, knowledge and skill and the Executive’s term as director will expire if he is not reelectedbest efforts to the performance of the Executive’s duties with the Company; provided, however, that the Company shall not be obligated Executive may (i) serve on corporate, civic, or charitable boards or committees, (ii) deliver lectures or fulfill speaking engagements, or (iii) manage personal investments (subject 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 caseinvestment policy), so long as (A) 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 in accordance with this Agreement or create a business or fiduciary conflict, (B) in the case of activities pursuant to clause (i), the Executive fully discloses each such activity to the Company; providedBoard and obtains the Board’s prior written approval of such activity, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2C) Executive shall notify the Board prior to engaging in such activities do not violate any new real estate related business activities after the Effective Date that are unrelated to the performance other provision of Executive’s duties hereunderthis Agreement (including, without limitation, Section II hereof). (iiic) During the Employment Period, the Executive The Board shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations take such action as may be necessary to fulfill appoint or elect the Executive’s duties and responsibilities hereunderExecutive as a member of the Board as of the Effective Date (as defined in Section 2 hereof). Thereafter, during the Employment Term, the Board shall nominate the Executive for re-election as a member of the Board at the expiration of the then current term, provided that the foregoing shall not be required to the extent prohibited by legal or regulatory requirements.

Position and Duties. (i) During the Employment Period, the The Executive shall serve as Chief Executive Chairman Officer of the REIT Company with the responsibilities, duties and authority customarily associated with such positions in a company the Operating Partnershipsize and nature of the Company and such other responsibilities, duties and shall perform such employment duties as are usual and customary for authority commensurate with such positions, as may from time to time be assigned to the Executive by the Supervisory Board. Such duties, responsibilities and authority may include services as chairman or chief executive officer for one or more members of the Group. The Executive shall report directly to the Board of Directors of the REIT (the “Board”). In addition, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the 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 shall cause 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 VNU, 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. (i) During the Employment Period, The Company agrees to continue to engage the Executive to provide services as a consultant while the Company is privately owned and then, upon an initial public offering of the Company’s common stock or the Company’s or its Parent Company’s (as defined below) entering into a binding agreement, transaction, series of transactions (including but not limited to a reverse or other merger), or a combination agreement, any one of which results in or is intended to result in the common stock of the Company (or its successor or surviving entity) being publicly traded (hereinafter, “IPO”), Executive shall serve automatically become an employee in accordance with the terms of the Executive Employment Agreement, attached hereto as Exhibit A. The Company agrees to continue to engage the Executive for services commensurate with the position of Chief Executive Officer and to continue the appointment of the Executive as 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 Company (“CEO and Chairman”) in accordance with the “Board”)terms of this Agreement, and Exhibit A in the event of an IPO. In additionDuring the period of this Agreement, during the Employment PeriodExecutive shall not be considered an employee of the Company, but shall provide services to the Company as an independent contractor in accordance with the terms hereunder. The Executive shall perform the duties and functions as are customarily carried out by a CEO and Chairman of a developer of pharmaceutical or medical products of a size comparable to the Company, and as the Board of Directors of the Company shall cause from time to time reasonably determine. Without limiting the Executive to be nominated to stand for election to the Board at any meeting of stockholders generality of the REIT during which any such election is held and immediately preceding sentence, the Executive’s term duties shall include managing the Company in its efforts to conduct continuous delivery transdermal research and development of technologies and products for improving patient outcomes in oncology, and other therapeutic area potential indications and delivery technologies resulting from the research of the Company. The Executive shall devote working time, energy and skill to the business of the Company as director will expire if he is not reelectednecessary in order to perform such duties faithfully, competently and diligently; provided, however, that notwithstanding any provision in this Agreement to the contrary, the Executive shall remain free to pursue other business interests from time to time while providing services to the Company as an independent consultant, and shall not be obligated precluded from devoting reasonable periods of time to cause such nomination if any serving as a director of companies or organizations which have been approved in advance by the Board of Directors of the events constituting Cause (as defined below) have occurred and not been curedCompany. Provided that At present, 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 requestBoard of Directors of Applied Biological Laboratories Inc. and is an Advisory Board member for Zero Gravity Solutions, the Executive shall serve Inc. and Pike Therapeutics, Inc., and the Company and/or its subsidiaries and affiliates in other capacities in addition continues to the foregoing consistent with approve 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 Agreementmemberships on these enumerated boards. (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 the Company’s Executive Chairman of Vice President and General Counsel, 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 and General Counsel 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 five percent (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 Chief Executive Chairman Officer of the REIT Company and Parent (“CEO”) with the Operating Partnershipresponsibilities, duties and shall perform authority customarily associated with such employment positions in a company the size and nature of the Company and such other responsibilities, duties as are usual and customary for authority commensurate with such positions. The , as may from time to time be assigned to Executive shall report directly to by the Board of Directors of the REIT Parent (the “Board”). In addition, during the Employment Period, the Company Executive shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected report only to the Board, the Executive hereby agrees to serve as a member Board of Directors of the BoardCompany or any committee of any such 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 working time and attention efforts to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it and Executive shall not serve on any corporate, industry or civic boards or committees without the prior consent of the Board; provided that Executive shall be a violation of this Agreement for the Executive to (A) continue permitted to serve as Chairman of the Board of Insurance Company of the West, (B) serve on charitable boards, committees or similar bodies of be involved in charitable or nonprofit organizations, (C) fulfill limited teaching, speaking activities and writing engagements, and (D) manage his passive personal investments, in each case, and family investments 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 hereunder or violate any covenant contained in Section 5, 6 or 7. (ii) As of the extent that any such activities have been conducted by the Executive prior to the Effective Start Date, the continued conduct Parent and the Company shall cause the Executive to be appointed or elected to the Board and to the Board of Directors of the Company. During the Term, the Board shall propose Executive for re-election to the Board and cause the Executive to be appointed or elected to the Board of Directors of the Company, and cause the Principal Stockholders to vote all of their shares of Common Stock in favor of such activities (re-election or the conduct of activities similar in nature and scope thereto) subsequent re-appointment to the Effective Date Board. Notwithstanding the foregoing, if the Principal Stockholders do not “control” the Parent, within the meaning of Section 405 of the Securities Act of 1933, the obligation to appoint or elect the Executive to the Board (but not the foregoing obligations to nominate and to cause the Principal Stockholders to vote for elections) 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 hereunderapply. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the CompanyExecutive’s principal place of employment shall be the offices located of the Company in San DiegoRonkonkoma, 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. (i) During the Employment Period, the Executive Employee shall serve as President and Chief Executive Chairman of Officer, reporting to the REIT and the Operating PartnershipBoard, and shall perform such employment duties as are have the usual and customary for duties, responsibilities and authority of such positionsposition. The Executive During the Employment Period the Employee shall report directly to also serve as a member of the Board of Directors of the REIT (Employer, subject to and in accordance with the “Board”)bylaws and corporate charters of the Employer and shareholder election to such role. In addition, during the Employment Period, if elected or appointed thereto, shall serve as an officer and/or member of the Company board of any Affiliate of the Employer as reasonably requested by the Employer and its Affiliates, in each case, without additional compensation hereunder. The Employee hereby accepts such employment and positions and agrees to diligently and conscientiously devote his full and exclusive business time, attention, and best efforts in discharging and fulfilling his duties and responsibilities hereunder. The Employee shall cause comply with the Executive to be nominated to stand for election to Employer’s policies and procedures and the direction and instruction of 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 Employee shall not be obligated to cause such nomination if engage in any business activity which, in the reasonable judgment 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, conflicts with the Executive hereby agrees to serve as a member duties of the BoardEmployee hereunder, whether or not such activity is pursued for gain, profit or other pecuniary advantage. At Notwithstanding the Company’s requestabove, the Executive nothing in this Section 3 shall serve the Company and/or its subsidiaries and affiliates prohibit or restrict Employee from (a) engaging 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 Executiveor holding any passive investment, during the Employment Periodincluding any equity interest, 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, business activity as specified in Section 2(b12(b); (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 holding other passive personal investments, engaging in each casecivic and charitable activities, and engaging in personal education and development, so long as such activities do not materially interfere with or conflict with the performance Employee’s duties hereunder in any material respect, and provided that the Employee notifies the Board; or (c) subject to the restrictions set forth in Section 12, and subject to the consent of the Executive’s duties and responsibilities under this AgreementBoard, serving as a member of a board of directors of any other publicly held, or private 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, 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) The Company shall employ Executive during the Employment Period as its Chief Executive Officer (“Executive Officer”). During the Employment Period, the Executive shall serve devote his full business time, energy, and talent to serving as Executive Chairman Officer of the REIT and the Operating PartnershipCompany, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly subject to the Board of Directors direction of the REIT Company’s board of directors (the “Board”) or the compensation committee of the Board (the “Compensation Committee”). (b) Executive shall have the duties and responsibilities that are commensurate with his position as Executive Officer and any other or different duties that may be assigned to Executive by the Board or the Compensation Committee, and Executive shall perform all such duties faithfully and efficiently in compliance with applicable law and the policies of the Company, as such policies may be in effect from time to time. In additionExecutive shall have such authority and powers as are inherent to the undertakings applicable to Executive’s position and necessary to carry out the duties required of Executive hereunder. (c) Executive’s principal place of business shall be at the Company’s corporate headquarters; however, it is understood that Executive may be required to travel both domestically and internationally in fulfillment of his duties as set forth herein. (d) Executive, upon being duly elected, shall also serve as a member of the Board for no additional compensation. (e) Notwithstanding the foregoing provisions of this Section 2, during the Employment Period, Executive may devote reasonable time to activities other than those required under this Agreement, including activities of a charitable, educational, religious, or similar nature to the extent such activities do not, in the judgment of the Board, inhibit, prohibit, interfere with, or conflict with Executive’s duties under this Agreement or conflict in any material way with the business of the Company shall cause the Executive to be nominated to stand for election to the Board at or any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelectedAffiliate; provided, however, that Executive shall not serve on the board of directors of any business (other than the Company shall not be obligated to cause such nomination if or an Affiliate, or Praesidia Biologics, Inc.) or hold any of other position with any business without receiving the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member prior written consent of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote a significant majority of his business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman of the Board of Insurance Company of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking and writing engagements, and (D) manage his personal investments, in each case, so long as such activities do not materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunder. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (i) During Subject to the Employment Periodterms and conditions of this Agreement, the Executive shall serve as Executive Chairman of the REIT and the Operating PartnershipEmployer agrees to employ Employee, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly Employee agrees to be employed by the Board of Directors of the REIT (the “Board”). In additionEmployer, 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 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 Agreement1(b)). (ii) During the Employment PeriodTerm, Employee will serve as Chief Executive Officer of the Employer 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 Employee shall report to the business Board of Directors and affairs carry out the lawful directions of the Company. Notwithstanding the foregoing, 's Board of Directors. (iii) At all times during the Employment PeriodTerm, it shall not be a violation of this Agreement for the Executive Employee agrees to (A) continue perform all services related to Employee's employment hereunder faithfully and diligently and to discharge the responsibilities thereof to the best of Employee's ability, (B) devote the necessary and requisite business time, attention and energies to the duties of Employee's employment under this Agreement, (C) subject to Section 1(a)(vi), ensure that the performance of his services hereunder is his sole business endeavor, and (D) use Employee's best efforts to promote the business of the Employer. (iv) Employee shall be named to the Company's Board of Directors and shall serve during the Employment Term as Chairman of the Board of Insurance Company Directors and as a member of the West, (B) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (C) fulfill limited teaching, speaking Company's Executive Committee. Employer shall take all steps necessary to ensure Employee’s nomination and writing engagements, and (D) manage his personal investments, in each case, so long appointment as such activities do not materially interfere or conflict with the performance a member of the ExecutiveBoard of Directors of the Company as soon as practicable after this Agreement is fully executed by the parties hereto. In the event such appointment is not effectuated and properly documented to Employee’s duties and responsibilities under reasonable satisfaction within seven (7) days of the date of this Agreement. It is expressly understood and agreed that , Employee shall have the right to the extent that any such activities have been conducted by the Executive prior to the Effective Dateresign, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date this Agreement shall not thereafter be deemed to interfere with be null and void and Employee shall have no further liability, monetary or otherwise, to Employer. In the performance event of the Executive’s responsibilities to the Company; providedsuch resignation, that (1) no such activity that violates the provisions of Section 7 Employee shall be permitted and entitled to immediately receive all accrued Annual Base Salary (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). (iiiv) During the Employment PeriodTerm and so long as Sleek, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San DiegoInc., California a Massachusetts corporation (the “Principal LocationSleek”), except for travel is not in default under the Sleek Services Agreement (as defined below), Employee shall be entitled to other locations elect a majority of the members of the Board of Directors (“Board”) pursuant to the Proxy Agreements (as may defined below). It is presently anticipated that the Board shall not exceed five (5) members, but if the Board is expanded, Employee will in all cases have the ability to name a majority of its members. (vi) Notwithstanding Section 1(a)(iii) but subject to Section 5(a) hereof, during the Employment Term, the Employee shall be necessary permitted to fulfill the Executive’s duties act as a director and responsibilities hereunderChief Executive Officer of Sleek.

Position and Duties. (ia) During Effective as of September 9, 2024 (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 and the Operating PartnershipCompany, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly reporting to the Board of Directors (or such other board of directors or managers as may be designated as the operative governing entity of the REIT (Company, the “Board”). In addition, during the Employment PeriodExecutive shall serve as a member of the Board only for as long as the Executive remains the Chief Executive Officer of the Company, and as such, the Executive shall be deemed to have resigned from the Board and from any related positions upon ceasing to serve as Chief Executive Officer of the Company shall cause for any or no reason. Further, the Executive may be asked from time to time to serve as a director or officer of one or more of the Company’s Affiliates, without further compensation, provided that such additional service does not materially increase the Executive’s duties and responsibilities. (b) The Executive agrees to perform the duties and responsibilities of the Executive’s position, and such other duties and responsibilities as are appropriate for the Executive’s position and as may reasonably be nominated to stand for election assigned to the Board at any meeting of stockholders of Executive from time to time by the REIT during which any such election is held 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 (i) engage in any other business activity, except as director will expire if he is may be expressly approved in advance by the Board in writing, with the Board to consider in good faith any reasonable request made by the Executive pursuant to this clause (i), or (ii) serve in any industry, trade, professional, governmental or academic position during the Executive’s employment, except as may be expressly approved in advance by the Board in writing, with approval of any service contemplated by this clause (ii) not reelectedto be unreasonably withheld; 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 and/or civic 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 case, so long as to the extent such activities 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 restrictive covenant by which the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar is bound in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance favor of the Executive’s responsibilities to the Company; provided, that (1) no such activity that violates the provisions Company or any 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 hereunderits Affiliates. (iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in San Diego, California (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

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

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

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

Position and Duties. (i) During the Employment Period, the Executive shall serve as Executive Chairman of the REIT and the Operating Partnership, Chief Financial Officer and shall perform such employment duties as are usual and customary for such positionsposition and as are assigned by the Company’s Chief Executive Officer. The Executive shall report directly to the Board of Directors of Company’s Chief Executive Officer. The Executive shall be officed at the REIT (the “Board”). In additionCompany's main headquarters offices in Brooklyn Park, 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 reelectedMinnesota; 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 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, skills 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, 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 Company’s Chief Executive Officer prior to serve as Chairman accepting a position on the board of 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 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 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 timely reported by the Executive shall perform the services required by this Agreement at to the Company’s principal offices located in San Diego, California (Chief Executive Officer for consideration by the “Principal Location”), except for travel Company and the Chief Executive Officer determines 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 Company’s Executive Chairman Vice President and Head of Mergers & Acquisitions, 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 roles as Executive Chairman Vice President and Head of Mergers & Acquisitions 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”)California, 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 Senior Vice President, Registrar Services, reporting to the Chief Executive Chairman of the REIT and the Operating PartnershipOfficer 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 Senior Vice President, Registrar Services 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 DiegoBellevue, California Washington (the “Principal Location”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

Position and Duties. (i) During the Employment Period, the Executive shall serve as Executive Chairman Vice President, Operations of the REIT and the Operating Partnership, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly to the Board of Directors of the REIT (the “Board”). In addition, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the BoardChief Operating Officer. 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 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 LA\4338757.3 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) The Company agrees to continue to employ the Executive, and the Executive agrees to be employed, as Co-Chairman of the Company reporting only to the Board. The Executive shall have such powers, duties, authorities and responsibilities as are consistent with Executive’s position and title, including acting as co-chairman of any meeting of the Board and, as requested by the Chairman, coordinating and supervising Board meetings. The Executive shall assist and advise the Company’s Chief Executive Officer in connection with strategic initiatives (including acquisitions), corporate governance, organizational structure, compensation policies, succession planning, financing and other matters mutually agreed upon by the Executive and the Board. At all times during the Employment Period (as defined in Section 2 below), the Executive shall, unless he otherwise elects, be nominated for election by the shareholders of the Company to the Board. (b) During the Employment Period, the Executive shall serve as Executive Chairman of the REIT and the Operating Partnership, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly to the Board of Directors of the REIT (the “Board”). In addition, during the Employment Period, the Company shall cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of the REIT during which any such election is held and the Executive’s term as director will expire if he is not reelected; provided, however, that the Company shall not be obligated to cause such nomination if any of the events constituting Cause (as defined below) have occurred and not been cured. Provided that the Executive is so nominated and is elected to the Board, the Executive hereby agrees to serve as a member of the Board. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Chairman of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, Period the Executive agrees to devote a significant majority of his business time such time, attention and attention efforts to the business and affairs of the CompanyCompany as may be necessary to discharge the duties and responsibilities reasonably assigned to the Executive hereunder and to use the Executive’s reasonable best efforts to perform faithfully and efficiently such duties and responsibilities. Notwithstanding the foregoingforgoing, during the Employment Period, it Period the Executive shall be permitted to work on family and investment businesses and other business activities that are not Competitive Businesses (as defined in Section 11(b) below) and do not conflict with the Executive’s obligations to the Company. (c) It shall not be a violation of this Agreement for the Executive to (A) continue to serve as Chairman engage in any activity which is, in the good faith opinion of the Board of Insurance Company of Executive, not inconsistent with the WestCompany’s interests and prospects, including, without limitation, (Ba) serve serving on boardscivic or charitable boards or committees; (b) serving as a director of any company that is not in a Competitive Business; (c) delivering lectures, committees fulfilling speaking engagements or similar bodies teaching at educational institutions; (d) managing personal investments; (e) serving as an officer or director of charitable (i) entities formed to manage family or nonprofit organizations, personal investments that are not in a Competitive Business or (Cii) fulfill limited teaching, speaking and writing engagements, closely-held private companies that are not in a Competitive Business; and (Df) manage his personal investmentsattending conferences conducted by business organizations; provided, in each casehowever, so long as that such activities do activity does not materially significantly interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreementhereunder. It is expressly understood and agreed that to the extent that any such activities have activity has been conducted by the Executive prior to the Effective Date, the continued conduct of such activities activity (or the conduct of activities an activity similar in nature and scope thereto) subsequent to during the Effective Date Employment Period shall not thereafter be deemed not to interfere with the performance of the Executive’s duties and responsibilities to the Company; provided, that (1) no such activity that violates the provisions Company and shall not constitute a violation of Section 7 shall be permitted and (2) Executive shall notify the Board prior to engaging in any new real estate related business activities after the Effective Date that are unrelated to the performance of Executive’s duties hereunderthis Agreement. (iiid) During the Employment Period, the Executive shall perform the services required by this Agreement be based at the Company’s principal offices located in San DiegoNew York, California New York. Except for periodic travel assignments, the Executive shall not, without his consent, be required to perform services for the Company at any place other than the Company’s New York offices which shall at all times, unless the Executive otherwise consents, be within a 20 mile radius of the Company’s current New York offices. Notwithstanding the forgoing, (i) the “Principal Location”), except for Executive acknowledges that he shall be required to travel to other locations the Company’s principal place of business in California from time to time, although not more often than as may was generally the case prior to the Effective Date and (ii) the Executive shall be necessary entitled to fulfill the Executive’s duties and responsibilities hereunderperform his services at any location he chooses.