Common use of Performance of Services Clause in Contracts

Performance of Services. The Executive's employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its President and Chief Executive Officer during the Agreement Term (as defined below), and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed by the Company, the Executive shall be a member of the Board of Directors of the Company (the "Board"). (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his full time, energies and talents to serving as its President and Chief Executive Officer. (c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Board. The Executive's duties may include providing services for both the Company and the Subsidiaries (as defined below), as determined by the Board; provided, that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Officer. The Executive will have such authority, power, responsibilities and duties as are inherent to his positions and necessary to carry out his responsibilities and the duties required of him hereunder. (d) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar type activities, to the extent that such other activities do not, in the judgement of the Board, materially inhibit or prohibit the performance of the Executive's duties under this Agreement, or conflict in any material way with the business of the Company or any Subsidiary. (e) Subject to the provisions of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Executive shall be considered "Disabled" during any period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, the Company may refer the same to a mutually acceptable licensed practicing physician, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriate.

Performance of Services. The Executive's ’s employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its President and chief executive officer, with the title of Chief Executive Officer during the Agreement Term (as defined below), and the Executive hereby agrees to remain in the employ of the Company accept such employment during the Agreement Term. During the Agreement Term, while he is employed by the Company, the Executive shall be a member of nominated for election to the Board of Directors Trustees of the Company (the "“Board"”), so long as he is Chief Executive Officer. If elected to and serving on the Board, the Executive agrees to resign from the Board effective on his Date of Termination (as defined in paragraph 3(j)), unless the Executive and the Board otherwise agree. The “Agreement Term” shall initially be the period beginning on the Effective Date and ending on December 31, 2009. Thereafter, the Agreement Term will be automatically extended for 12-month periods, unless either the Company or the Executive shall give the other party notice of the intention to not extend the Agreement by October 1, 2009 or by October 1 of any succeeding year, if applicable. (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his full time, energies and talents to serving as its President and Chief Executive Officer. (c) The Executive agrees that he shall perform his duties faithfully and efficiently to the best of his abilities subject to the directions of the Board. The Executive's ’s duties may include providing services for both the Company and the Subsidiaries (as defined below), as determined by the Board; provided, however, that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Officerchief executive officer of the Company. The Executive will have such authority, power, responsibilities and duties as are inherent to his positions position (and the undertakings applicable to his position) and necessary to carry out his responsibilities and the duties required of him hereunder. For purposes of this Agreement, the term “Subsidiary” shall mean any corporation, limited liability company, partnership, joint venture or other entity during any period, in which at least a majority interest in such entity is owned, directly or indirectly, by the Company (or a successor to the Company). (d) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision management of his personal investments, investments and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar type activities, to the extent that such other activities do not, in the judgement reasonable judgment of the Board, materially inhibit or prohibit the performance of the Executive's ’s duties under this Agreement, or conflict in any material way with the business of the Company or any Subsidiary. (e) Subject The Company shall, to the provisions of this Agreementmaximum extent permitted by applicable law, protect, defend, indemnify and hold harmless the Executive against any costs, losses, expenses, claims, suits, proceedings, investigations, damages or liabilities to which the Executive may become subject which arise out of, are based upon or relate to, or are alleged to so arise, be based upon or relate to the Executive’s employment by the Company (and any Subsidiary) or the Executive’s service to the Company (and any Subsidiary) as an employee, officer or member of the Board, including, without limitation, reimbursement on a current basis, upon submission of invoices, for any legal or other expenses reasonably incurred by the Executive in connection with investigation and defending against any such costs, losses, expenses, claims, suits, proceedings, investigations, damages or liabilities; provided, however, that the Company shall not be required to perform services pay any amounts under this Agreement during paragraph except upon receipt of an unsecured undertaking by the Executive to repay any period such amounts as to which it shall ultimately be determined by a court of competent jurisdiction that he the Executive is Disablednot entitled to indemnification by the Company and any other undertaking required by law. The Executive shall will be considered "Disabled" covered under the Company’s directors and officers insurance policy during the Agreement Term and for such period following the Date of Termination during which any period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether action may be brought against the Executive is Disabledrelated to the matters above, so long as the Company may refer maintains such coverage for any director or officer of the same to a mutually acceptable licensed practicing physician, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriateCompany.

Performance of Services. The Executive's ’s employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its President and Chief Executive Officer during the Agreement Term (as defined below), and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed by the Company, the Executive shall be a member of the Board of Directors of the Company (the "Board"). (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his full time, energies and talents to serving as its the President and Chief Executive OfficerOperating Officer of the Company. (cb) The Executive shall report to the Chief Executive Officer of the Company. The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the BoardChief Executive Officer of the Company. The Executive's ’s duties may include providing services for both the Company and the Subsidiaries (as defined below), as determined by the Board; provided, that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of the President and Chief Executive OfficerOperating Officer of the Company. The Executive will shall have such authority, power, responsibilities and duties as are inherent in his positions (and the undertakings applicable to his positions positions) and necessary to carry out his responsibilities and the duties required of him hereunder. (dc) Notwithstanding the foregoing provisions of this paragraph 12, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar type types of activities, to the extent that such other activities do not, not in the judgement judgment of the Board, materially inhibit or prohibit the performance of the Executive's ’s duties under this Agreement, or conflict in any material way with the business of the Company or any Subsidiary; provided, however, that the Executive shall not serve on the board of any for profit business, or hold any other position with any business, without the consent of the Board. (ed) Subject to the provisions For purposes of this Agreement, the Executive term “Subsidiary” shall not be required to perform services under this Agreement during mean any period that he is Disabled. The Executive shall be considered "Disabled" corporation, partnership, joint venture or other entity during any period in which he has at least a physical fifty percent interest in such entity is owned, directly or mental disability which renders him incapableindirectly, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, by the Company may refer (or a successor to the same to a mutually acceptable licensed practicing physician, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriateCompany).

Performance of Services. The Executive's ’s employment with the Company Employer shall be subject to the following: (a) Subject to the terms of this Agreement, the Company Employer hereby agrees to employ the Executive as its President and Chief Executive Officer during the Agreement Term (as defined below), and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed by the Company, the Executive shall be a member serve as the President and Chief Executive Officer of the Board of Directors of the Company (the "Board")Parent Company. (b) During the Agreement Term, while the Executive is employed by the Employer, the Board of Directors of the Parent Company (the “Board”) shall use its best efforts to cause the Executive to be elected as a member of the Board. (c) During the Agreement Term, while the Executive is employed by the Employer, his main office shall be at the Parent Company’s headquarters in Los Angeles County, California. However, if the Parent Company relocates its headquarters to Orange County, California, the parties agree that the Executive’s main office will be relocated to such headquarters in Orange County, California. (d) During the Agreement Term, while the Executive is employed by the Employer, the Executive shall devote his full time, energies and talents to serving as its President and Chief Executive OfficerOfficer of the Employer and of the Parent Corporation. (ce) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Board. The Executive's ’s duties may include providing services for both the Parent Company and the Subsidiaries (as defined below), as determined by the Board; provided, provided that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive OfficerOfficer of the Parent Company. The Executive will shall report to the Board and shall have such authority, power, responsibilities and duties as are inherent in his positions (and the undertakings applicable to his positions positions) and necessary to carry out his responsibilities and the duties required of him hereunder. (df) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar type types of activities, to the extent that that, in the judgment of the Board, such other activities do not, in the judgement of the Board, materially not inhibit or prohibit the performance of the Executive's ’s duties under this Agreement, or conflict in any material way with the business of the Parent Company or any Subsidiary; provided, however, that the Executive shall not serve on the board of any business, hold any other position with any business, or otherwise engage in any business activity, without the consent of the Board. (eg) Subject to the provisions terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Executive shall be considered "“Disabled" ” during any period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled or Permanently Disabled, the Company Board may refer the same to a mutually acceptable licensed practicing physicianphysician of the Board’s choice, and reasonably acceptable to the Executive, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriate. During the period in which the Executive is Disabled, the Board may appoint a temporary replacement to assume the Executive’s responsibilities. (h) The Agreement shall become effective on the “Effective Date,” which shall be the date of the closing of the initial public offering of the common stock of the Parent Company (the “Public Offering Date”), if the Executive is employed by the Employer on that date. However, if the Executive is not employed by the Employer on the Public Offering Date, this Agreement will be void. (i) The “Agreement Term” shall be the period beginning on the Effective Date and ending on the three year anniversary of the Effective Date. Thereafter, as of the date the Agreement Term (as it may be extended from time to time under this paragraph) would otherwise end, the Agreement Term will be automatically extended for 12 months, unless one party to this Agreement provides notice of non-renewal to each of the others at least 90 days before the day that would be the last day of the Agreement Term in the absence of such renewal. A Notice of Termination shall be deemed to constitute a notice of non-renewal under this paragraph (i) to be effective as of the earliest date permitted under this paragraph (i). (j) For purposes of this Agreement, the term “Subsidiary” shall mean any corporation, partnership, joint venture or other entity during any period in which at least a fifty percent interest in such entity is owned, directly or indirectly, by the Parent Company (or a successor to the Parent Company), including the Employer.

Performance of Services. The Executive's ’s employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its President and Chief Executive Officer during the Agreement Term (as defined below), and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed by the Company, the Executive shall be a member of the Board of Directors of the Company (the "Board"). (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his full time, energies and talents to serving as its President and Chief Executive Officerof Global Development. (cb) The Executive shall report to the Chief Executive Officer of the Company. The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the BoardChief Executive Officer of the Company. The Executive's ’s duties may include providing services for both the Company and the Subsidiaries (as defined below), as determined by the Board of Trustees of the Company (the “Board”); provided, that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Officerof Global Development. The Executive will shall have such authority, power, responsibilities and duties as are inherent in his positions (and the undertakings applicable to his positions positions) and necessary to carry out his responsibilities and the duties required of him hereunder. (dc) Notwithstanding the foregoing provisions of this paragraph 12, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar type types of activities, to the extent that such other activities do not, not in the judgement judgment of the Board, materially inhibit or prohibit the performance of the Executive's ’s duties under this Agreement, or conflict in any material way with the business of the Company or any Subsidiary; provided, however, that the Executive shall not serve on the board of any business, or hold any other position with any business, without the consent of the Board. (ed) Subject to the provisions For purposes of this Agreement, the Executive term “Subsidiary” shall not be required to perform services under this Agreement during mean any period that he is Disabled. The Executive shall be considered "Disabled" corporation, partnership, joint venture or other entity during any period in which he has at least a physical fifty percent interest in such entity is owned, directly or mental disability which renders him incapableindirectly, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, by the Company may refer (or a successor to the same to a mutually acceptable licensed practicing physician, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriateCompany).

Performance of Services. The Executive's Officer’s employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive Officer as its President and Chief Executive Medical Officer, commencing January 31, 2015 or such other date as may be mutually agreed upon by the parties (the date of commencement of employment, the “Effective Date”). In addition, the Officer during shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Agreement Term Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MA. (as defined below), and b) While the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he Officer is employed by the Company, the Executive shall be a member of the Board of Directors of the Company (the "Board"). (b) During the Agreement Term, while the Executive is employed by the Company, the Executive Officer shall devote his her full business time, energies and talents to serving as its President and Chief Executive Officer. (c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Board. The Executive's duties may include providing services for both the Company and the Subsidiaries (as defined below), as determined by the Board; provided, that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Medical Officer. The Executive will have such authorityOfficer may, powerhowever, responsibilities and duties as are inherent to his positions and necessary to carry out his responsibilities and the duties required of him hereunder. (d) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership serve on the boards of directors of other organizations, and similar type activitiesoutside Boards, to the extent that such other activities do not, in the judgement of the Board, not materially inhibit or prohibit the performance of the Executive's Officer’s duties under this Agreement, Agreement or conflict in any material way with the business of the Company or any Subsidiarysubsidiary. (c) The Officer serves as a Section 16 officer of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commission. (d) The Officer agrees that she shall perform her duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and the Board of Directors of the Company (the “Board”). The Officer shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunder. (e) Subject The Officer’s employment with the Company shall be “at-will”, which means that either the Officer of the Company may terminate the Officer’s employment at any time, for any reason, or for no reason, by providing notice thereof to the provisions other party, subject to the terms of this Agreement. The Officer acknowledges that the Agreement does not constitute a contract of employment for any particular period of time or impose on the Company any obligation to retain the Officer as an employee. If the Officer’s employment with the Company terminates for any reason, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Executive Officer shall be considered "Disabled" during deemed to have resigned, effective as of such termination, as an officer or director of any period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, subsidiary of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, the Company may refer the same to a mutually acceptable licensed practicing physicianCompany, and the Executive Officer hereby agrees to submit promptly execute resignation letters documenting such resignations upon the request of the Company. (f) The Officer agrees to such tests abide by the reasonable and examinations as such physician shall deem appropriatelawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.

Performance of Services. The Executive's ’s employment with the Company Employer shall be subject to the following: (a) Subject to the terms of this Agreement, the Company Employer hereby agrees to employ the Executive as its President and Chief Executive Officer during the Agreement Term (as defined below), and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed by the Company, the Executive shall be a member serve as the President and Chief Executive Officer of the Board of Directors of the Company (the "Board")Parent Company. (b) During the Agreement Term, while the Executive is employed by the Employer, the Board of Directors of the Parent Company (the “Board”) shall use its best efforts to cause the Executive to be elected as a member of the Board. (c) During the Agreement Term, while the Executive is employed by the Employer, his main office shall be at the Parent Company’s headquarters in Los Angeles County, California. However, if the Parent Company relocates its headquarters to Orange County, California, the parties agree that the Executive’s main office will be relocated to such headquarters in Orange County, California. (d) During the Agreement Term, while the Executive is employed by the Employer, the Executive shall devote his full time, energies and talents to serving as its President and Chief Executive OfficerOfficer of the Parent Corporation. (ce) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Board. The Executive's ’s duties may include providing services for both the Parent Company and the Subsidiaries (as defined below), as determined by the Board; provided, provided that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive OfficerOfficer of the Parent Company. The Executive will shall report to the Board and shall have such authority, power, responsibilities and duties as are inherent in his positions (and the undertakings applicable to his positions positions) and necessary to carry out his responsibilities and the duties required of him hereunder. (df) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar type types of activities, to the extent that that, in the judgment of the Board, such other activities do not, in the judgement of the Board, materially not inhibit or prohibit the performance of the Executive's ’s duties under this Agreement, or conflict in any material way with the business of the Parent Company or any Subsidiary; provided, however, that the Executive shall not serve on the board of any business, hold any other position with any business, or otherwise engage in any business activity, without the consent of the Board. (eg) Subject to the provisions terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Executive shall be considered "“Disabled" ” during any period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled or Permanently Disabled, the Company Board may refer the same to a mutually acceptable licensed practicing physicianphysician of the Board’s choice, and reasonably acceptable to the Executive, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriate. During the period in which the Executive is Disabled, the Board may appoint a temporary replacement to assume the Executive’s responsibilities. (h) The Agreement shall become effective on the “Effective Date,” which shall be the date of the closing of the initial public offering of the common stock of the Parent Company (the “Public Offering Date”), if the Executive is employed by the Employer on that date. However, if the Public Offering Date does not occur before September 30, 2004, or if the Executive is not employed by the Employer on the Public Offering Date, this Agreement will be void. (i) The “Agreement Term” shall be the period beginning on the Effective Date and ending on the three year anniversary of the Effective Date. Thereafter, as of the date the Agreement Term (as it may be extended from time to time under this paragraph) would otherwise end, the Agreement Term will be automatically extended for 12 months, unless one party to this Agreement provides notice of non-renewal to each of the others at least 90 days before the day that would be the last day of the Agreement Term in the absence of such renewal. A Notice of Termination shall be deemed to constitute a notice of non-renewal under this paragraph (i) to be effective as of the earliest date permitted under this paragraph (i). (j) For purposes of this Agreement, the term “Subsidiary” shall mean any corporation, partnership, joint venture or other entity during any period in which at least a fifty percent interest in such entity is owned, directly or indirectly, by the Parent Company (or a successor to the Parent Company), including the Employer.

Performance of Services. The Executive's ’s employment with the Company as Chief Legal Officer and General Counsel shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its President Chief Legal Officer and Chief Executive Officer during General Counsel, effective as of the Agreement Term Start Date (as defined below). The Executive shall also serve as Chief Legal Officer and General Counsel of InVivo Therapeutics Corporation, and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed by the Company, the ’s wholly-owned subsidiary. The Executive shall be a member of based at the Board of Directors of the Company (the "Board").Company’s headquarters in Cambridge, MA. ​ (b) During the Agreement Term, while While the Executive is employed by the Company, the Executive shall devote his full her business time, energies and talents to serving as its President Chief Legal Officer and Chief Executive Officer. (c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Board. The Executive's duties may include providing services for both the Company and the Subsidiaries (as defined below), as determined by the Board; provided, that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive OfficerGeneral Counsel. The Executive will have such authoritymay, powerwith the consent of the Board of Directors of the Company (the “Board”) or a committee thereof, responsibilities and duties as are inherent to his positions and necessary to carry out his responsibilities and the duties required of him hereunder. (d) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership serve on the outside boards of directors of other organizations, and similar type activitiesdirectors, to the extent that such other activities do not, in the judgement of the Board, not materially inhibit or prohibit the performance of the Executive's ’s duties under this Agreement, Agreement or conflict in any material way with the business of the Company or any Subsidiary.subsidiary. ​ (c) The Executive shall serve as a Section 16 officer of the Company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commission. ​ (d) The Executive agrees that she shall perform her duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and the Board. The Executive shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Legal Officer and General Counsel. The Executive shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of him. ​ (e) Subject The Executive’s employment with the Company is “at-will,” which means that either the Executive or the Company may terminate the Executive’s employment at any time, for any reason, or for no reason, by providing notice thereof to the provisions other party, subject to the terms of this Agreement. The Executive acknowledges that this Agreement does not constitute a contract of employment for any particular period of time or impose on the Company any obligation to retain the Executive as an employee. If the Executive’s employment with the Company terminates for any reason, the Executive shall not be required deemed to perform services under this Agreement during any period that he is Disabled. The Executive shall be considered "Disabled" during any period in which he has a physical have resigned, effective as of the date of such termination, as an officer or mental disability which renders him incapable, after reasonable accommodation, director of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, both the Company may refer and any subsidiary of the same to a mutually acceptable licensed practicing physicianCompany, and the Executive hereby agrees to submit promptly execute resignation letters documenting such resignations upon the request of the Company. (f) The Executive agrees to such tests abide by the rules, regulations, instructions, personnel practices and examinations as such physician shall deem appropriatepolicies of the Company and any changes therein which may be adopted from time to time by the Company.

Performance of Services. The Executive's employment with the Company shall be subject to the following: (a) Subject to the terms provisions of this Agreement, the Company hereby agrees to employ the Executive as its President the Senior Vice President, Chief Financial Officer and Chief Executive Officer Treasurer of the Company and LaSalle Re Holdings Limited (the "Holding Company") during the Agreement Term (as defined below), and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed by the Company, the Executive shall be a member of the Board of Directors of the Company (the "Board"). (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote devote, subject to paragraph 1(f), his full time, energies and talents to serving as its President and Chief Executive Officerperforming his duties under this Agreement. (c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Board of Directors (the "Board") and the Chief Executive Officer (the "CEO") of the Company. The Executive's duties may include providing services for both the Company Company, the Holding Company, and the Subsidiaries (as defined below), as determined by the BoardCEO; provided, provided that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Officerhis position at the Company. The Executive will have such authority, power, responsibilities authority and duties power as are inherent to the undertakings applicable to his positions position and necessary to carry out his responsibilities and the duties required of him hereunder. (d) While the Executive is employed by the Company, he shall be subject to the duties that reasonably apply to the Company's officers and employees (including, without limitation, the duty of loyalty to the Company). (e) The Company may change the Executive's title and duties in the event of reorganization, restructuring, or similar circumstances, except that the Executive shall have a senior executive position at all times during the Agreement Term while he is employed by the Company. (f) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on of the boards of directors of other organizations, and similar type of activities, to the extent that such other activities do not, in the judgement of the Board, materially not inhibit or prohibit the performance of the Executive's duties under this Agreement, or conflict in any material way with the business of the Company Company, the Holding Company, or any Subsidiary; provided, however, that except as otherwise expressly provided in this Agreement, the Executive shall not serve on the board of any business, or hold any position with any business without the consent of the Board and the CEO of the Company. (eg) The Executive will be required to maintain a residence in Bermuda while employed by the Company. (h) The Company will use its reasonable best efforts to maintain a Bermuda work permit for the Executive. The Executive shall cooperate with the Company and the appropriate authorities in maintaining such permit. The Executive's employment by the Company is conditioned upon the Company's ability to keep current all required work permits, and except as otherwise provided in this paragraph 1(h), the Company shall have no further obligation to the Executive if, after employing its reasonable best efforts, it is unable to maintain such permits. If despite the Company's best efforts to maintain the Bermuda work permit, the work permit is terminated or revoked by the Government of Bermuda through no fault of the Executive, then the Executive shall be deemed to have received written notice from the Company that his Date of Termination is the date on which the termination or revocation of his or her work permit is effective, and the Executive shall be entitled to the benefits provided for Termination by the Company under Section 3(g). In addition, the Company shall reimburse the Executive for reasonable costs actually incurred by the Executive and the members of his or her immediate family to relocate to the nation in which the Executive maintains citizenship; provided, however, that such reimbursement shall be made only if such relocation occurs within a reasonable time following such Date of Termination. The reasonableness of the cost and time of relocation shall be determined by the Board. (i) Subject to the provisions of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Executive shall be considered "Disabled" during any period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, the Company may refer the same to a mutually acceptable licensed practicing physicianphysician of the Company's choice, and the Executive agrees to submit to such tests and examinations examination as such physician shall deem appropriate. (j) The "Agreement Term" shall be the period beginning on the Effective Date and ending on the third anniversary of the Effective Date; provided, however, that beginning on the second anniversary of the Effective Date, such Agreement Term shall automatically be renewed daily, such that at any time on or after the second anniversary of the Effective Date, the remaining term shall equal one year. However, such additional day-to-day renewals may be terminated by either party be delivering written notice of such termination to the other party, in accordance with the requirements of paragraph 18. The cessation of the automatic renewals shall be effective on the date such written notice is deemed to be given to the other party in accordance with paragraph 18, such that the Agreement Term shall end on the one-year anniversary of the date such written notice is deemed given to the other party. For purposes of this Agreement, a Notice of Termination, as described in paragraph 3(i), shall be deemed to be a notice to terminate day-to-day renewals. (k) For purposes of this Agreement, the term "Subsidiary" shall mean any company (regardless of whether incorporated) during any period in which 50% or more of the total combined voting power of all classes of stock (or other ownership interest) entitled to vote is owned, directly or indirectly, by the Company.

Performance of Services. The Executive's employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its President and Chief Executive Officer during the Agreement Term (as defined below)Term, and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed by the Company, the Executive shall be a member of the Board of Directors of the Company (the "Board"). (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his full time, energies and talents to serving as its Executive Vice President and Chief Financial Officer, or in such other position to which the Executive Officermay be appointed by the Executive's Supervisor from time to time; provided that in no event shall the Executive be appointed to a position having a rank of less than the rank he holds as of the date hereof. To the extent the Company determines to be necessary or appropriate, the Company may change the Executive's Supervisor, and the Executive's reporting relationships. (c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the BoardExecutive's Supervisor. The Executive's duties may include providing services for both the Company and the Subsidiaries (as defined below)Affiliates, as determined by the BoardExecutive's Supervisor; provided, provided that the Executive shall not, without his consent, be assigned tasks duties that would be inconsistent with those of a Executive Vice President and Chief Executive Financial Officer. The Executive will shall have such authority, power, responsibilities and duties as are inherent in his position(s) (and the undertakings applicable to his positions position(s)) and necessary to carry out his responsibilities and the duties required of him hereunder. (d) Notwithstanding the foregoing provisions of this paragraph 12, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar type types of activities, to the extent that such other activities do not, in the judgement judgment of the Boardhis Supervisor, materially inhibit or prohibit the performance of the Executive's duties under this Agreement, or conflict in any material way with the business of the Company or any SubsidiaryAffiliate. The Executive shall not serve on the board of any business, or hold any other significant position with any business, without the consent of his Supervisor. (e) Subject to the provisions terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Executive shall be considered "Disabled" during any During the period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, the Company may refer appoint a temporary replacement to assume the same Executive's responsibilities. (f) The "Agreement Term" shall be the period beginning on the Effective Date and ending on the day two years after the Effective Date. This Agreement shall be inapplicable to a mutually acceptable licensed practicing physicianperiods of employment after the end of the Agreement Term. Thereafter, and subject to the provisions of paragraph 2(g), and subject to the Executive agrees then becoming eligible to submit participate in the Executive Severance Plan (as in effect from time to time), the Executive's continuing employment with the Company shall be at-will. (g) As of the Effective Date of this Agreement, the Executive and the Company are entering into an agreement relating to certain terms of employment in the event of a change in control of U.S. Can Corporation (the "Change in Control Agreement"). If a Change in Control (as that term is defined in the Change in Control Agreement) occurs during the Agreement Term, the Agreement Term will end on the date of such tests and examinations as Change in Control. Immediately following such physician expiration, the terms of the Executive's employment shall deem appropriatebe governed by the Change in Control Agreement.

Performance of Services. The Executive's employment with the Company ------------------------ shall be subject to the following: (a) Subject to the terms provisions of this Agreement, the Company hereby agrees to employ the Executive as its the President and Chief Executive Officer of the Company and the President and Chief Operating Officer of LaSalle Re Holdings Limited (the "Holding Company") during the Agreement Term (as defined below), and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed by the Company, the Executive shall be a member of the Board of Directors of the Company (the "Board"). (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote devote, subject to paragraph 1(f), his full time, energies and talents to serving as its President and Chief Executive Officerperforming his duties under this Agreement. (c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Board of Directors of the Company (the "Board"). The Executive's duties may include providing services for both the Company Company, the Holding Company, and the Subsidiaries (as defined below), as determined by the Board; provided, provided that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Officerhis position at the Company. The Executive will have such authority, power, responsibilities authority and duties power as are inherent to the undertakings applicable to his positions position and necessary to carry out his responsibilities and the duties required of him hereunder. (d) While the Executive is employed by the Company, he shall be subject to the duties that reasonably apply to the Company's officers and employees (including, without limitation, the duty of loyalty to the Company). (e) The Company may change the Executive's title and duties in the event of reorganization, restructuring, or similar circumstances, except that the Executive shall have a senior executive position at all times during the Agreement Term while he is employed by the Company. (f) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on of the boards of directors of other organizations, and similar type of activities, to the extent that such other activities do not, in the judgement of the Board, materially not inhibit or prohibit the performance of the Executive's duties under this Agreement, or conflict in any material way with the business of the Company Company, the Holding Company, or any Subsidiary; provided, however, that except as otherwise expressly provided in this Agreement, the Executive shall not serve on the board of any business, or hold any position with any business without the consent of the Board of the Company. (eg) The Executive will be required to maintain a residence in Bermuda while employed by the Company. (h) The Company will use its reasonable best efforts to maintain a Bermuda work permit for the Executive. The Executive shall cooperate with the Company and the appropriate authorities in maintaining such permit. The Executive's employment by the Company is conditioned upon the Company's ability to keep current all required work permits, and except as provided in this paragraph 1(h), the Company shall have no further obligation to the Executive if, after employing its reasonable best efforts, it is unable to maintain such permits. If despite the Company's best efforts to maintain the Bermuda work permit, the work permit is terminated or revoked by the Government of Bermuda through no fault of the Executive, then the Executive shall be deemed to have received written notice from the Company that his Date of Termination is the date on which the termination or revocation of his or her work permit is effective, and the Executive shall be entitled to the benefits provided for Termination by the Company under Section 3(g). In addition, the Company shall reimburse the Executive for reasonable costs actually incurred by the Executive and the members of his or her immediate family to relocate to the nation in which the Executive maintains citizenship; provided, however, that such reimbursement shall be made only if such relocation occurs within a reasonable time following such Date of Termination. The reasonableness of the cost and time of relocation shall be determined by the Board of Directors of the Company. (i) Subject to the provisions of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Executive shall be considered "Disabled" during any period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, the Company may refer the same to a mutually acceptable licensed practicing physicianphysician of the Company's choice, and the Executive agrees to submit to such tests and examinations examination as such physician shall deem appropriate. (j) The "Agreement Term" shall be the period beginning on the Effective Date and ending on the second anniversary of the Effective Date; provided, however, that beginning on the Effective Date, such Agreement Term shall automatically be renewed daily, such that at any time on or after the Effective Date, the remaining term shall equal two years. However, such additional day-to-day renewals may be terminated by either party be delivering written notice of such termination to the other party, in accordance with the requirements of paragraph 18. The cessation of the automatic renewals shall be effective on the date such written notice is deemed to be given to the other party in accordance with paragraph 18, such that the Agreement term shall end on the two-year anniversary of the date such written notice is deemed given to the other party. For purposes of this Agreement, a Notice of Termination, as described in paragraph 3(i), shall be deemed to be a notice to terminate day-to-day renewals. (k) For purposes of this Agreement, the term "Subsidiary" shall mean any company (regardless of whether incorporated) during any period in which 50% or more of the total combined voting power of all classes of stock (or other ownership interest) entitled to vote is owned, directly or indirectly, by the Company.

Performance of Services. The Executive's ’s employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its President and Chief Executive Officer during During the Agreement Term (as defined below), and subject to the Executive hereby agrees to remain in the employ terms of the Company during the Agreement Term. During the Agreement Term, while he is employed by the Companythis Agreement, the Executive shall be employed by the Company and shall occupy the position of Executive of the Company. The Executive agrees to serve in that position or in such other offices or positions with the Company or a member of Subsidiary (as defined below), as shall, from time to time, be determined by the Board of Directors of the Company (the "“Board"”). (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his her full time, energies and talents to serving as its President and Chief Executive OfficerOfficer or such other position determined in accordance with Paragraph (a) above. During the Agreement Term, the Executive’s main office shall be at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. (c) The Executive agrees that he shall to perform his her duties hereunder faithfully and efficiently subject to the directions of the Board. The Executive's ’s duties may include providing services for both the Company and the Subsidiaries (as defined below)Subsidiaries, as determined by the Board; provided, that the Executive shall not, without his her consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Officer. The Executive will have Officer or such authority, power, responsibilities and duties as are inherent to his positions and necessary to carry out his responsibilities and the duties required of him hereunderother position determined in accordance with Paragraph (a) above. (d) Notwithstanding the foregoing provisions of this paragraph Paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar type types of activities, to the extent that such other activities do not, in the judgement judgment of the Board, materially conflict with, inhibit or prohibit the performance of the Executive's ’s duties under this Agreement, or conflict in any material way with the business of the Company Company, Parent or any Subsidiary; provided, however, that the Executive shall not serve on the board of any business, or hold any other position with any business, without the consent of the Board. (e) Subject to the provisions terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he the Executive is Disabled. The Executive shall be considered "“Disabled" ” or under a “Disability” during any period in which he has a physical or mental disability which renders him the Executive incapable, after reasonable accommodation, of performing his the duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, the Company may refer the same to a mutually acceptable licensed practicing physicianphysician of the Company’s choice, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriate. At any time during the period in which the Executive is Disabled, the Company may appoint a temporary replacement to assume the Executive’s responsibilities. (f) The Company shall employ the Executive for the period beginning on February 5, 2007 and ending on April 15, 2009 (the “Initial Term”); subject, however, to earlier termination as provided herein. The Executive’s employment hereunder automatically shall be extended for one (1) additional year at the end of the Initial Term, and again each successive year thereafter. However, such annual extensions may cease by either party delivering written notice of such cessation to the other party; provided that such notice is delivered at least 60 days prior to the date on which extension is otherwise to occur. The period during which the Executive is employed pursuant to this Agreement shall be referred to as the “Agreement Term.” (g) For purposes of this Agreement, (i) the term “Parent” shall mean Emtec, Inc., a Delaware corporation, and (ii) the term “Subsidiary” shall mean any corporation, partnership, joint venture or other entity during any period in which at least a fifty percent interest in such entity is owned, directly or indirectly, by Parent (or a successor to Parent).

Performance of Services. The Executive's employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its President and Chief Executive Officer ___________________ during the Agreement Term (as defined below)Term, and the Executive hereby agrees to remain in the employ of the Company in such position during the Agreement Term. The Board may assign the Executive to a different position in the Company only with the consent of the Executive. The Executive may refuse to give his or her consent to any such assignment only if the Executive reasonably determines that such position would or is likely to result (i) in a diminution of the Executive's position, status, office, titles, or reporting requirements, or (ii) in the aggregate, in a diminution in the Executive's authority, duties, and responsibilities. This Agreement does not constitute a guarantee of continued employment but instead provides for certain rights and benefits for the Executive during employment, and in the event the Executive's employment with the Company terminates under the circumstances described herein. During the Agreement Term, while he is employed by the Company, the Executive Executive's main office shall be a member at the Company's headquarters in Oklahoma City, Oklahoma. However, the Company is expected to establish operations in other locations within and outside of the Board United States of Directors America, and, as part of the Company (Executive's duties, the "Board")Executive may be required to travel to and work at other locations within and outside of the United States of America. (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his Executive's full time, time energies and talents shall be devoted to serving as its President and Chief Executive Officerin the position or positions determined in accordance with paragraph (a) above. (c) The Executive agrees that he shall to perform his the duties under this Agreement faithfully and efficiently subject to the directions of the BoardExecutive's Supervisor. The Executive's duties may include providing services for both the Company and the Subsidiaries (as defined below)Affiliates, as determined by the BoardExecutive's Supervisor; provided, provided that the Executive shall not, without his the Executive's consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Officerthe position determined in accordance with paragraph (a) above. The Executive will shall report to the Executive's Supervisor and shall have such authority, power, responsibilities and duties as are inherent in the positions (and the undertakings applicable to his positions the positions) and necessary to carry out his the responsibilities and the duties required of him hereunder. The Executive will also be subject to the Company policies that are applicable to the Company's other senior management employees. (d) Notwithstanding the foregoing provisions of this paragraph 12, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his the Executive's personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar type types of activities, to the extent that such other activities do not, in the judgement judgment of the BoardExecutive's Supervisor, materially inhibit or prohibit the performance of the Executive's duties under this Agreement, or conflict in any material way with the business of the Company or any SubsidiaryAffiliate; provided, however, that the Executive shall not serve on the board of any business, hold any other position with any business, or otherwise engage in any business activity, without the consent of the Executive's Supervisor. (e) Subject to the provisions terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he the Executive is Disabled. The Executive shall be considered "Disabled" during any During the period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, the Company may refer appoint a temporary replacement to assume the same to a mutually acceptable licensed practicing physician, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriateExecutive's responsibilities.

Performance of Services. The Executive's employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its President and Chief Executive Officer during the Agreement Term (as defined below), and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he the Executive is employed by the Company, the Board shall use its best efforts to cause the Executive shall to be elected as a member of the Board of Directors of the Company (the "Board")and its Chairman. (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his full time, energies and talents to serving as its President and Chief Executive Officer, and the Chairman of the Board. (c) The Executive's location shall be as determined in accordance with Exhibit D to this Agreement, which is attached to and forms a part of this Agreement. (d) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Board. The Executive's duties may include providing services for both the Company and the Subsidiaries (as defined below), as determined by the Board; provided, provided that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President Chairman, President, and Chief Executive Officer. The Executive will shall report to the Board and have such authority, power, responsibilities and duties as are inherent in his positions (and the undertakings applicable to his positions positions) and necessary to carry out his responsibilities and the duties required of him hereunder. (de) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar type types of activities, to the extent that such other activities do not, in the judgement judgment of the Board, materially inhibit or prohibit the performance of the Executive's duties under this Agreement, or conflict in any material way with the business of the Company or any Subsidiary; provided, however, that the Executive shall not serve on the board of any business, hold any other position with any business, or otherwise engage in any business activity, without the consent of the Board. (ef) Subject to the provisions terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Executive shall be considered "Disabled" during any period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is DisabledDisabled or Permanently Disabled (as defined in paragraph 4(b)), the Company may refer the same to a mutually acceptable licensed practicing physician, and the Executive agrees to submit to such tests and examinations examination as such physician shall deem appropriate. If the Executive and the Company cannot agree on a licensed practicing physician, each party shall select a licensed practicing physician and the two physicians shall select a third licensed practicing physician who shall be the approved physician for this purpose. The determination of such physician or physicians shall be final and binding upon the parties hereto. During the period in which the Executive is Disabled, the Company may appoint a temporary replacement to assume the Executive's responsibilities. (g) The "Agreement Term" shall be the period beginning on the Effective Date and ending on the three-year anniversary thereof; provided, however, that such Agreement Term shall, on a daily basis, be automatically extended by one day, such that at any time, the remaining term shall be three years. Such day-to-day extensions may cease by either party delivering written notice of such cessation to the other party; provided that such cessation of the automatic extensions shall not be effective earlier than the date of delivery of such notice. A Notice of Termination (as described in paragraph 4(h)) shall be deemed to constitute a notice of non-renewal under this paragraph 1(g) to be effective as of the earliest date permitted under this paragraph 1(g). (h) For purposes of this Agreement, the term "Subsidiary" shall mean any corporation, partnership, joint venture or other entity during any period in which at least a fifty percent interest in such entity is owned, directly or indirectly, by the Company (or a successor to the Company).

Performance of Services. The Executive's continued employment with ----------------------- the Company shall be subject to the following: (a) Subject to the terms provisions of this Agreement, the Company hereby agrees to continue to employ the Executive as its President the Senior Vice President, Chief Financial Officer and Chief Executive Officer Treasurer of the Company and LaSalle Re Holdings Limited (the "Holding Company") during the Agreement Term (as defined below), and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed by the Company, the Executive shall be a member of the Board of Directors of the Company (the "Board"). (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote devote, subject to paragraph 1(f), his full time, energies and talents to serving as its President and Chief Executive Officerperforming his duties under this Agreement. (c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Board of Directors (the "Board") and the Chief Executive Officer (the "CEO") of the Company. The Executive's duties may include providing services for both the Company Company, the Holding Company, and the Subsidiaries (as defined below), as determined by the BoardCEO; provided, provided that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Officerhis position at the Company. The Executive will have such authority, power, responsibilities authority and duties power as are inherent to the undertakings applicable to his positions position and necessary to carry out his responsibilities and the duties required of him hereunder. (d) While the Executive is employed by the Company, he shall be subject to the duties that reasonably apply to the Company's officers and employees (including, without limitation, the duty of loyalty to the Company). (e) The Company may change the Executive's title and duties in the event of reorganization, restructuring, or similar circumstances, except that the Executive shall have a senior executive position at all times during the Agreement Term while he is employed by the Company. (f) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on of the boards of directors of other organizations, and similar type of activities, to the extent that such other activities do not, in the judgement of the Board, materially not inhibit or prohibit the performance of the Executive's duties under this Agreement, or conflict in any material way with the business of the Company Company, the Holding Company, or any Subsidiary; provided, however, that except as otherwise expressly provided in this Agreement, the Executive shall not serve on the board of any business, or hold any position with any business without the consent of the Board and the CEO of the Company. (eg) The Executive will be required to maintain a residence in Bermuda while employed by the Company. (h) The Company will use its reasonable best efforts to maintain a Bermuda work permit for the Executive. The Executive shall cooperate with the Company and the appropriate authorities in maintaining such permit. The Executive's employment by the Company is conditioned upon the Company's ability to keep current all required work permits, and except as otherwise provided in this paragraph 1(h), the Company shall have no further obligation to the Executive if, after employing its reasonable best efforts, it is unable to maintain such permits. If despite the Company's best efforts to maintain the Bermuda work permit, the work permit is terminated or revoked by the Government of Bermuda through no fault of the Executive, then the Executive shall be deemed to have received written notice from the Company that his Date of Termination is the date on which the termination or revocation of his or her work permit is effective, and the Executive shall be entitled to the benefits provided for Termination by the Company under Section 3(g). In addition, the Company shall reimburse the Executive for reasonable costs actually incurred by the Executive and the members of his or her immediate family to relocate to the nation in which the Executive maintains citizenship; provided, however, that such reimbursement shall be made only if such relocation occurs within a reasonable time following such Date of Termination. The reasonableness of the cost and time of relocation shall be determined by the Board of Directors of the Company. (i) Subject to the provisions of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Executive shall be considered "Disabled" during any period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, the Company may refer the same to a mutually acceptable licensed practicing physicianphysician of the Company's choice, and the Executive agrees to submit to such tests and examinations examination as such physician shall deem appropriate. (j) The "Agreement Term" shall be the period beginning on the Effective Date and ending on the second anniversary of the Effective Date; provided, however, that beginning on the first anniversary of the Effective Date, such Agreement Term shall automatically be renewed daily, such that at any time on or after the first anniversary of the Effective Date, the remaining term shall equal one year. However, such additional day-to-day renewals may be terminated by either party be delivering written notice of such termination to the other party, in accordance with the requirements of paragraph 18. The cessation of the automatic renewals shall be effective on the date such written notice is deemed to be given to the other party in accordance with paragraph 18, such that the Agreement term shall end on the one-year anniversary of the date such written notice is deemed given to the other party. For purposes of this Agreement, a Notice of Termination, as described in paragraph 3(i), shall be deemed to be a notice to terminate day-to-day renewals. (k) For purposes of this Agreement, the term "Subsidiary" shall mean any company (regardless of whether incorporated) during any period in which 50% or more of the total combined voting power of all classes of stock (or other ownership interest) entitled to vote is owned, directly or indirectly, by the Company.

Performance of Services. The Executive's employment with the Company ----------------------- shall be subject to the following: (a) Subject to the terms provisions of this Agreement, the Company hereby agrees to employ the Executive as its the President and Chief Operating Officer of the Company and the Executive Vice President and Chief Operating Officer of LaSalle Re Holdings Limited (the "Holding Company") during the Agreement Term (as defined below), and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed by the Company, the Executive shall be a member of the Board of Directors of the Company (the "Board"). (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote devote, subject to paragraph 1(f), his full time, energies and talents to serving as its President and Chief Executive Officerperforming his duties under this Agreement. (c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Board of Directors (the "Board") and the Chief Executive Officer (the "CEO") of the Company. The Executive's duties may include providing services for both the Company Company, the Holding Company, and the Subsidiaries (as defined below), as determined by the BoardCEO; provided, provided that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Officerhis position at the Company. The Executive will have such authority, power, responsibilities authority and duties power as are inherent to the undertakings applicable to his positions position and necessary to carry out his responsibilities and the duties required of him hereunder. (d) While the Executive is employed by the Company, he shall be subject to the duties that reasonably apply to the Company's officers and employees (including, without limitation, the duty of loyalty to the Company). (e) The Company may change the Executive's title and duties in the event of reorganization, restructuring, or similar circumstances, except that the Executive shall have a senior executive position at all times during the Agreement Term while he is employed by the Company. (f) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on of the boards of directors of other organizations, and similar type of activities, to the extent that such other activities do not, in the judgement of the Board, materially not inhibit or prohibit the performance of the Executive's duties under this Agreement, or conflict in any material way with the business of the Company Company, the Holding Company, or any Subsidiary; provided, however, that except as otherwise expressly provided in this Agreement, the Executive shall not serve on the board of any business, or hold any position with any business without the consent of the Board and the CEO of the Company. (eg) The Executive will be required to maintain a residence in Bermuda while employed by the Company. (h) The Company will use its reasonable best efforts to maintain a Bermuda work permit for the Executive. The Executive shall cooperate with the Company and the appropriate authorities in maintaining such permit. The Executive's employment by the Company is conditioned upon the Company's ability to keep current all required work permits, and except as provided in this paragraph 1(h), the Company shall have no further obligation to the Executive if, after employing its reasonable best efforts, it is unable to maintain such permits. If despite the Company's best efforts to maintain the Bermuda work permit, the work permit is terminated or revoked by the Government of Bermuda through no fault of the Executive, then the Executive shall be deemed to have received written notice from the Company that his Date of Termination is the date on which the termination or revocation of his or her work permit is effective, and the Executive shall be entitled to the benefits provided for Termination by the Company under Section 3(g). In addition, the Company shall reimburse the Executive for reasonable costs actually incurred by the Executive and the members of his or her immediate family to relocate to the nation in which the Executive maintains citizenship; provided, however, that such reimbursement shall be made only if such relocation occurs within a reasonable time following such Date of Termination. The reasonableness of the cost and time of relocation shall be determined by the Board of Directors of the Company. (i) Subject to the provisions of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Executive shall be considered "Disabled" during any period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, the Company may refer the same to a mutually acceptable licensed practicing physicianphysician of the Company's choice, and the Executive agrees to submit to such tests and examinations examination as such physician shall deem appropriate. (j) The "Agreement Term" shall be the period beginning on the Effective Date and ending on the second anniversary of the Effective Date; provided, however, that beginning on the first anniversary of the Effective Date, such Agreement Term shall automatically be renewed daily, such that at any time on or after the first anniversary of the Effective Date, the remaining term shall equal one year. However, such additional day-to-day renewals may be terminated by either party be delivering written notice of such termination to the other party, in accordance with the requirements of paragraph 18. The cessation of the automatic renewals shall be effective on the date such written notice is deemed to be given to the other party in accordance with paragraph 18, such that the Agreement term shall end on the one-year anniversary of the date such written notice is deemed given to the other party. For purposes of this Agreement, a Notice of Termination, as described in paragraph 3(i), shall be deemed to be a notice to terminate day-to-day renewals. (k) For purposes of this Agreement, the term "Subsidiary" shall mean any company (regardless of whether incorporated) during any period in which 50% or more of the total combined voting power of all classes of stock (or other ownership interest) entitled to vote is owned, directly or indirectly, by the Company.

Performance of Services. The Executive's employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its on the Effective Date in the position of President and Chief Executive Officer during of the Agreement Term (as defined below)Company, and the Executive hereby agrees to remain in the employ of the Company during Company. The Parent agrees to appoint the Agreement Term. During the Agreement TermExecutive, while he is employed by the Company, and the Executive shall be agrees to serve, as a member of the Board of Directors of the Company Parent's Executive Committee (the "BoardExecutive Committee"). (b) During the Agreement Term, while While the Executive is employed by the Company, the Executive shall devote his full timetime (reasonable sick leave and vacations excepted) and best efforts, energies and talents to serving as its President and Chief Executive Officerthe Company. (c) The Executive shall report to Moshe Arkin (the "Vice Chairman"), or in the event Moshe Arkin ceases ▇▇ ▇▇ ▇▇▇ Vice Chairman of the Board of Directors ▇▇ ▇▇▇▇▇▇, to his successor, and shall perform such duties as may be assigned to him by the Vice Chairman or his successor. Such duties shall include daily leadership and coordination of the overall operation of the following businesses of the combined companies: (i) Pharmaceuticals outside North America - currently in Israel and Europe, (ii) Global API - currently in Israel, Germany, India and China, (iii) R&D and Regulatory in Israel and India, (iv) Pharmaceutical business development, and (v) consumer products in Israel. Current Company staff (except those in the United States), China joint venture and India R&D - API shall directly report to the Executive. The Company may make changes to the Executive's position, reporting line, authority, or responsibilities provided that the totality of the Executive's position, reporting line, authority, and responsibilities is comparable to those typically attributable to members of the Executive Committee. (d) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions direction of the Board of Directors of Parent (the "Board"). The Executive's duties may shall include providing services for both the Company and the Subsidiaries its Affiliates (as defined below), as determined by the Board; providedCompany (as used herein, that Company shall mean and include the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those Company and all of President and Chief Executive Officer. The Executive will have such authority, power, responsibilities and duties as are inherent to his positions and necessary to carry out his responsibilities and the duties required of him hereunderits Affiliates). (de) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to pursue activities other than those required under this Agreement, including activities conducted by the supervision of his personal investmentsExecutive prior to the Effective Date, and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other profit or not-for-profit organizations, and similar type activities, to the extent that such other activities do not, in the judgement judgment of the Board, materially inhibit or prohibit the performance of the Executive's duties under this Agreement, Agreement or conflict in any material way with the business of the Company Company's or any SubsidiaryParent's business. (ef) Subject to the provisions terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. Disabled (as defined in paragraph 3(b)). (g) The Executive Executive's place of employment shall be considered "Disabled" during any period in which he has a physical or mental disability which renders him incapableIsrael, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, provided that the Company may refer require the same Executive to travel, consistent with the Executive's travel requirements prior to the Effective Date, outside Israel in order to fulfill his duties with the Company. (h) The Executive's position is a mutually acceptable licensed practicing physician"senior managerial position", as defined in the Israeli Work and Rest Hours Law, 1951, and requires a high level of trust. Accordingly, the provisions of said law shall not apply to the Executive and the Executive agrees that he may be required to submit work beyond the regular working hours of the Company, for no additional compensation other than as specified in this Agreement. (i) This Agreement shall govern the terms and conditions of the Executive's employment and any termination thereof from the Effective Date until the third anniversary of the Effective Date (the "Agreement Term"). Thereafter, the Agreement shall automatically be extended for additional 24-month periods, unless either party to this Agreement provides notice of non-renewal to the other party at least 120 days before the last day of the Agreement Term. The term "Agreement Term" shall also include any renewal period under the foregoing provisions of this paragraph 1(i). Following the expiration of the Agreement Term, neither party shall have any further obligations under this Agreement, other than obligations accruing or arising prior to such tests and examinations expiration. The portion of the Agreement Term during which the Executive is employed by the Company is hereinafter referred to as such physician shall deem appropriatethe "Employment Period".

Performance of Services. The ExecutivePassione's employment with the Company OnMoney shall be subject to the following: (a) Subject to the terms of this Agreement, the Company OnMoney hereby agrees to employ the Executive Passione as its President and Chief Executive Officer an executive during the Agreement Term (as defined below), ) and the Executive Passione hereby agrees to remain in the employ of the Company OnMoney during the Agreement Term. During the Agreement Term, while he is employed by the Company, the Executive shall be a member of the Board of Directors of the Company (the "Board"). (b) During the Agreement Term, while the Executive Passione is employed by the CompanyOnMoney, the Executive Passione shall devote his full time, energies and talents to serving as its President executive and Chief Executive Officer. (c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the BoardChairman of the Board of Directors of OnMoney ("the Chairman") during the Agreement Term. The ExecutivePassione's duties may include providing services for both the Company OnMoney and the Subsidiaries (as defined below), as determined by the Board; provided, that the Executive Chairman. Passione shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Officer. The Executive will have such authority, power, responsibilities and duties as are inherent in his position (and the undertakings applicable to his positions position) and necessary to carry out his responsibilities and the duties required of him hereunder. (dc) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive Passione may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar type types of activities, to the extent that such other activities do not, in the judgement of the BoardChairman, materially inhibit or prohibit the performance of the ExecutivePassione's duties under this Agreement, or conflict in any material way with the business of the Company OnMoney or any Subsidiary. (e) Subject to the provisions of this Agreement; provided, the Executive however, that Passione shall not be required to perform services under this Agreement during serve on the board of any period that he is Disabled. The Executive shall be considered "Disabled" during business, or hold any period in which he has a physical or mental disability which renders him incapableother position with any business, after reasonable accommodation, without the consent of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, the Company may refer the same to a mutually acceptable licensed practicing physician, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriateChairman.

Performance of Services. The Executive's employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its Executive Vice President and Chief Executive Financial Officer or a more senior position during the Agreement Term (as defined below), and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed by the Company, the Executive shall be a member of the Board of Directors of the Company (the "Board"). (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his full time, energies and talents to serving as its Executive Vice President and Chief Executive OfficerFinancial Officer or a more senior position. (c) The Company agrees that its Board of Directors will elect the Executive, as a member of the Board of Directors of the Company not later than the first regularly scheduled meeting of the Board of Directors to occur after the Effective Date. The Executive agrees that he will serve on the boards of directors of the Company's Subsidiaries (as defined below) as the Company shall request from time to time. (d) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the BoardChairman and Chief Executive Officer. The Executive's duties may include providing services for both the Company and the Subsidiaries (as defined below)Subsidiaries, as determined by the BoardChairman and Chief Executive Officer; provided, provided that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of Executive Vice President and Chief Executive OfficerFinancial Officer or a more senior position. The Executive will shall report to the Chairman and Chief Executive Officer and shall have such authority, power, responsibilities and duties as are inherent in his position (and the undertakings applicable to his positions position) and necessary to carry out his responsibilities and the duties required of him hereunder. (d) . The Executive will also be subject to the Company policies that are applicable to the Company's other senior management employees. Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar type types of activities, to the extent that such other activities do not, in the judgement judgment of the BoardChairman and Chief Executive Officer, materially inhibit or prohibit the performance of the Executive's duties under this Agreement, or conflict in any material way with the business of the Company or any Subsidiary; provided, however, that the Executive shall not serve on the board of any business, render to others services of any kind for compensation, or hold any other position with any business, without the written consent of the Board. (e) Subject to the provisions terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Executive shall be considered "Disabled" during any period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, the Company may refer the same to a mutually acceptable licensed practicing physician, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriate. During the period in which the Executive is Disabled, the Company may appoint a temporary replacement to assume the Executive's responsibilities. (f) The "Agreement Term" shall be the period beginning on July 5, 2001 (the "Employment Commencement Date") and ending on the two-year anniversary of the Employment Commencement Date. (g) For purposes of this Agreement, the term "Subsidiary" shall mean any corporation, partnership, joint venture or other entity during any period in which at least a fifty percent interest in such entity is owned, directly or indirectly, by the Company (or a successor to the Company).

Performance of Services. The Executive's ’s employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its chief executive officer, with the titles of President and Chief Executive Officer during the Agreement Term (as defined below), and the Executive hereby agrees to remain in the employ of the Company accept such employment during the Agreement Term. During the Agreement Term, while he is employed by the Company, the Executive shall be a member of nominated for election to the Board of Directors of the Company (the "“Board"”), so long as he is Chief Executive Officer. If elected to and serving on the Board, the Executive agrees to resign from the Board effective on his Date of Termination (as defined in paragraph 3(h)), unless the Executive and the Board otherwise agree. The “Agreement Term” shall initially be the period beginning on the Effective Date and ending on December 31, 2009. Thereafter, the Agreement Term will be automatically extended for 12-month periods, unless either the Company or the Executive shall give the other party notice of the intention to not extend the Agreement by October 1, 2009 or by October 1 of any succeeding year, if applicable, except that upon a Change in Control (as defined in paragraph 4(d)) the remaining Agreement Term shall be 24 months from the date the Change in Control occurred. (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his full time, energies and talents to serving as its President and Chief Executive Officer. (c) The Executive agrees that he shall perform his duties faithfully and efficiently to the best of his abilities subject to the directions of the Board. The Executive's ’s duties may include providing services for both the Company and the Subsidiaries (as defined below), as determined by the Board; provided, however, that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive OfficerOfficer of the Company. The Executive will have such authority, power, responsibilities and duties as are inherent to his positions (and the undertakings applicable to his positions) and necessary to carry out his responsibilities and the duties required of him hereunder. For purposes of this Agreement, the term “Subsidiary” shall mean any corporation, partnership, joint venture or other entity during any period, in which at least a majority interest in such entity is owned, directly or indirectly, by the Company (or a successor to the Company). (d) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision management of his personal investments, investments and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar type activities, to the extent that such other activities do not, in the judgement reasonable judgment of the Board, materially inhibit or prohibit the performance of the Executive's ’s duties under this Agreement, or conflict in any material way with the business of the Company or any Subsidiary; provided, however, that the Executive shall obtain approval of the Board prior to nomination or seeking election to the board of directors of any other company, and such approval shall not be unreasonably withheld. (e) Subject The Company shall, to the provisions of this Agreementmaximum extent permitted by applicable law, protect, defend, indemnify and hold harmless the Executive against any costs, losses, expenses, claims, suits, proceedings, investigations, damages or liabilities to which the Executive may become subject which arise out of, are based upon or relate to, or are alleged to so arise, be based upon or to relate to the Executive’s employment by the Company (and any Subsidiary) or the Executive’s service to the Company (and any Subsidiary) as an employee, officer or member of the Board, including, without limitation, reimbursement on a current basis, upon submission of invoices, for any legal or other expenses reasonably incurred by the Executive in connection with investigation and defending against any such costs, losses, expenses, claims, suits, proceedings, investigations, damages or liabilities; provided, however, that the Company shall not be required to perform services pay any amounts under this Agreement during paragraph except upon receipt of an unsecured undertaking by the Executive to repay any period such amounts as to which it shall ultimately be determined by a court of competent jurisdiction that he the Executive is Disablednot entitled to indemnification by the Company. The Executive shall will be considered "Disabled" covered under the Company’s directors and officers insurance policy during the Agreement Term and for such period following the Date of Termination during which any period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether action may be brought against the Executive is Disabledrelated to the matters above, so long as the Company may refer maintains such coverage for any director or officer of the same to a mutually acceptable licensed practicing physician, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriateCompany.

Performance of Services. The Executive's employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its President and Chief Executive Officer during the Agreement Term (as defined below)Term, and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed by the Company, the Executive shall be a member of the Board of Directors of the Company (the "Board"). (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his full time, energies and talents to serving as its Senior Vice President and Chief Financial Officer, or in such other position to which the Executive may be appointed by the Executive's Supervisor from time to time; provided that in no event shall the Executive be appointed to a position having a rank of less than Senior Vice President and Chief Financial Officer. To the extent the Company determines to be necessary or appropriate, the Company may change the Executive's Supervisor, and the Executive's reporting relationships. (c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the BoardExecutive's Supervisor. The Executive's duties may include providing services for both the Company and the Subsidiaries (as defined below)Affiliates, as determined by the BoardExecutive's Supervisor; provided, provided that the Executive shall not, without his consent, be assigned tasks duties that would be inconsistent with those of a Senior Vice President and Chief Executive Financial Officer. The Executive will shall have such authority, power, responsibilities and duties as are inherent in his position(s) (and the undertakings applicable to his positions position(s)) and necessary to carry out his responsibilities and the duties required of him hereunder. (d) Notwithstanding the foregoing provisions of this paragraph 12, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar type types of activities, to the extent that such other activities do not, in the judgement judgment of the Boardhis Supervisor, materially inhibit or prohibit the performance of the Executive's duties under this Agreement, or conflict in any material way with the business of the Company or any SubsidiaryAffiliate. The Executive shall not serve on the board of any business, or hold any other significant position with any business, without the consent of his Supervisor. (e) Subject to the provisions terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Executive shall be considered "Disabled" during any During the period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, the Company may refer appoint a temporary replacement to assume the same to a mutually acceptable licensed practicing physician, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriateExecutive's responsibilities.

Performance of Services. The Executive's ’s employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its President and interim Chief Executive Financial Officer during the Agreement Term (as defined below), and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed by the CompanyIn addition, the Executive shall be a member serve as interim Chief Financial Officer of InVivo Therapeutics Corporation, the Board of Directors of the Company (the "Board")Company’s wholly owned subsidiary. (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his full time, energies and talents to serving as its President and interim Chief Executive Financial Officer. (c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Board of Directors of the Company (the “Board”) and the Chief Executive Officer. The Executive's duties may include providing services for both the Company and the Subsidiaries (as defined below), as determined by the Board; provided, that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Financial Officer. The Executive will shall report to the Chief Executive Officer and shall have such authority, power, responsibilities and duties as are inherent in his position (and the undertakings applicable to his positions position) and necessary to carry out his responsibilities and the duties required of him hereunder. (d) Notwithstanding the foregoing provisions of this paragraph Section 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this AgreementAgreement (“outside activities”), including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar type types of activities, to the extent that such other activities do not, in the judgement of the Board, not materially inhibit or prohibit the performance of the Executive's ’s duties under this Agreement, or conflict in any material way with the business of the Company or any Subsidiarysubsidiary. It is understood and agreed by the parties that the Executive’s continued participation in such activities shall not be a breach of this Agreement. (e) Subject to The employment of the provisions of Executive by the Company originally commenced on December 31, 2013. Unless sooner terminated as set forth in this Agreement, the Executive shall not be required to perform services under term of this Agreement during any period shall end on December 31, 2014 (the “Initial Term”); provided, however, that he is Disabledthis Agreement will automatically renew for additional one-month periods (each a “Renewal Term”) on the each anniversary thereafter, unless either party provides written notice to the other party of its or his intent not to extend the Agreement pursuant to Section 3(c) or Section 3(d), as applicable. The Executive “Agreement Term” shall be considered "Disabled" during the Initial Term and any period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, the Company may refer the same to a mutually acceptable licensed practicing physician, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriateRenewal Term.

Performance of Services. The Executive's employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its President Executive Vice President, Finance and Chief Executive Financial Officer ("CFO") during the Agreement Term (as defined below), and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed by the Company, the Executive shall be a member of the Board of Directors of the Company (the "Board"). (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his full time, energies and talents to serving 5serving as its President and Chief Executive OfficerCFO. (c) The Executive agrees that he shall perform his duties as CFO faithfully and efficiently subject to the directions of the Board. The Executive's duties may include providing services for both Chief Executive Officer of the Company and (the Subsidiaries (as defined below"CEO"), as determined by the Board; provided, that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Officer. The Executive will shall have such authority, power, responsibilities and duties as are inherent in his positions (and the undertakings applicable to his positions positions) and necessary to carry out his responsibilities and the duties required of him hereunder, subject to reasonable limitation or modification by the Board of Directors of the Company (the "Board") from time to time. (d) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar type activities, to the extent that such other activities do not, in the judgement of the BoardCEO, materially inhibit or prohibit the performance of the Executive's duties under this Agreement, or conflict in any material way with the business of the Company or any SubsidiaryCompany. (e) Subject to the provisions terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Executive shall be considered "Disabled" Disabled during any period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, the Company may refer the same to a mutually acceptable licensed practicing physicianphysician of the Company's choice, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriate.deem

Performance of Services. The Executive's ’s employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its President and Chief Commercial Officer. The Executive shall also serve as Chief Commercial Officer during the Agreement Term (as defined below)of InVivo Therapeutics Corporation, and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed by the Company, the ’s wholly-owned subsidiary. The Executive shall be a member of based at the Board of Directors of the Company (the "Board")Company’s headquarters in Cambridge, MA. (b) During the Agreement Term, while While the Executive is employed by the Company, the Executive shall devote his full her business time, energies and talents to serving as its President and Chief Executive Officer. (c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Board. The Executive's duties may include providing services for both the Company and the Subsidiaries (as defined below), as determined by the Board; provided, that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Commercial Officer. The Executive will have such authoritymay, powerhowever, responsibilities and duties as are inherent to his positions and necessary to carry out his responsibilities and the duties required of him hereunder. (d) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership serve on the outside boards of directors of other organizations, and similar type activitiesdirectors, to the extent that such other activities do not, in the judgement of the Board, not materially inhibit or prohibit the performance of the Executive's ’s duties under this Agreement, Agreement or conflict in any material way with the business of the Company or any Subsidiarysubsidiary. (c) The Executive shall serve as a Section 16 officer of the Company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commission. (d) The Executive agrees that she shall perform her duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and the Board of Directors of the Company (the “Board”). The Executive shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Commercial Officer. The Executive shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunder. (e) Subject The Executive’s employment with the Company is “at-will,” which means that either the Executive or the Company may terminate the Executive’s employment at any time, for any reason, or for no reason, by providing notice thereof to the provisions other party, subject to the terms of this Agreement. The Executive acknowledges that the Agreement does not constitute a contract of employment for any particular period of time or impose on the Company any obligation to retain the Executive as an employee. If the Executive’s employment with the Company terminates for any reason, the Executive shall not be required deemed to perform services under this Agreement during have resigned, effective as of the date of such termination, as an officer or director of any period that he is Disabled. The Executive shall be considered "Disabled" during any period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, subsidiary of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, the Company may refer the same to a mutually acceptable licensed practicing physicianCompany, and the Executive hereby agrees to submit promptly execute resignation letters documenting such resignations upon the request of the Company. (f) The Executive agrees to such tests abide by the rules, regulations, instructions, personnel practices and examinations as such physician shall deem appropriatepolicies of the Company and any changes therein which may be adopted from time to time by the Company.

Performance of Services. The Executive's employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its chief executive officer, with the titles of President and Chief Executive Officer during the Agreement Term (as defined below), and the Executive hereby agrees to remain in the employ of the Company accept such employment during the Agreement Term. During the Agreement Term, while he is employed by the Company, the Executive shall be a member of nominated for election to the Board of Directors Managers of the Company (the "Board"), so long as he is Chief Executive Officer. If elected to and serving on the Board, the Executive agrees to resign from the Board effective on his Date of Termination (as defined in paragraph 3(j)), unless the Executive and the Board otherwise agree. The "Agreement Term" shall initially be the period beginning on the Effective Date and ending on December 31, 2005. Thereafter, the Agreement Term will be automatically extended for 12-month periods, unless either the Company or the Executive shall give the other party notice of the intention to not extend the Agreement by October 1, 2005 or by October 1 of any succeeding year, if applicable, except that upon a Change in Control (as defined in paragraph 3(h)) the remaining Agreement Term shall be 24 months from the date the Change in Control occurred. (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his full time, energies and talents to serving as its President and Chief Executive Officer. (c) The Executive agrees that he shall perform his duties faithfully and efficiently to the best of his abilities subject to the directions of the Board. The Executive's duties may include providing services for both the Company and the Subsidiaries (as defined below), as determined by the Board; provided, however, that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President president and Chief Executive Officerchief executive officer of the Company. The Executive will have such authority, power, responsibilities and duties as are inherent to his positions (and the undertakings applicable to his positions) and necessary to carry out his responsibilities and the duties required of him hereunder. (d) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar type activities, to the extent that such other activities do not, in the judgement of the Board, materially inhibit or prohibit the performance of the Executive's duties under this Agreement, or conflict in any material way with the business of the Company or any Subsidiary. (e) Subject to the provisions . For purposes of this Agreement, the Executive term "Subsidiary" shall not be required to perform services under this Agreement mean any corporation, partnership, joint venture or other entity during any period that he is Disabled. The Executive shall be considered "Disabled" during any period period, in which he has at least a physical majority interest in such entity is owned, directly or mental disability which renders him incapableindirectly, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, by the Company may refer (or a successor to the same to a mutually acceptable licensed practicing physician, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriateCompany).

Performance of Services. The Executive's employment with the Company shall be subject Executive agrees to devote substantially all his business time and attention to the following: (a) Subject performance of his duties and responsibilities under this Agreement, and shall use his best efforts and discharge his duties to the best of his ability for and on behalf of Peoples Bank and PFIS and their successful operations. Executive shall comply with all laws, statutes, ordinances, rules and regulations relating to his employment and duties. During the Term, Executive shall not at any time or place directly or indirectly engage or agree to engage in any business or practice related to the banking business with or for any other Person to any extent whatsoever, other than to the extent required by the terms and conditions of this Agreement. Executive agrees that while employed by Peoples Bank he will not, without the prior written consent of the Board of Directors of Peoples Bank, engage, or obtain a financial or ownership interest, in any other business, employment, consulting or similar arrangement, or other undertaking (an “Outside Arrangement”) if such Outside Arrangement would interfere with the satisfactory performance of his duties to Peoples Bank or PFIS, present a conflict of interest with Peoples Bank or PFIS, breach his duty of loyalty or fiduciary duties to Peoples Bank of PFIS, or otherwise conflict with the provisions of this Agreement; provided, however, that Executive shall not be prevented from investing his assets in such form or manner as would not require any services on the part of Executive in the operation or the affairs of the entities in which such investments are made and provided such investments, or do not otherwise present a conflict of interest with Peoples Bank or PFIS. Executive shall promptly notify the Board of Directors of Peoples Bank of any Outside Arrangement and, upon request, provide the Board of Directors of Peoples Bank with any written agreement in connection therewith. For the avoidance of doubt, the Company hereby agrees Boards of Directors of Peoples Bank and PFIS shall be deemed to employ have consented to the following Outside Arrangements as of the Effective Time: (i) Board member of Leadership Northeast, (ii) Board member of the Lackawanna Blind Association, (iii) Board member of the Pennsylvania Bankers Association, (iv) Advisory Board member of Penn State Worthington Scranton, a campus of the Pennsylvania State University, (v) Executive as its Committee’s Lay Advisory Committee member of the W▇▇▇▇▇-▇▇▇▇▇ Law & Library Association, (vi) lifetime member of Pennsylvania State University Alumni Association, (vii) President and Chief Executive Officer during the Agreement Term of Lackawanna Industrial Fund Enterprises (as defined belowLIFE), and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed by the Company, the Executive shall be a (viii) member of the Board of Directors of the Company (the "Board"). (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his full time, energies and talents to serving as its President and Chief Executive Officer. (c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions Greater Scranton Chamber of the Board. The Executive's duties may include providing services for both the Company and the Subsidiaries (as defined below), as determined by the Board; provided, that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Officer. The Executive will have such authority, power, responsibilities and duties as are inherent to his positions and necessary to carry out his responsibilities and the duties required of him hereunder. (d) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar type activities, to the extent that such other activities do not, in the judgement of the Board, materially inhibit or prohibit the performance of the Executive's duties under this Agreement, or conflict in any material way with the business of the Company or any Subsidiary. (e) Subject to the provisions of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Executive shall be considered "Disabled" during any period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, the Company may refer the same to a mutually acceptable licensed practicing physician, Commerce and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriateCommittee of the Chamber.

Performance of Services. The Executive's ’s employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its President and Acting Chief Executive Officer during the Agreement Term (Officer, commencing as defined below), and the Executive hereby agrees to remain in the employ of the Company during the Agreement TermEffective Date. During the Agreement Term, while he is employed by the CompanyIn addition, the Executive shall serve as Acting Chief Executive Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Executive shall be a member of based at the Board of Directors of the Company (the "Board")Company’s headquarters in Cambridge, MA. (b) During the Agreement Term, while While the Executive is employed by the Company, the Executive shall devote his full business time, energies and talents to serving as its President and Chief Executive Officer. The Executive may, however, serve on outside Boards, to the extent that such activities do not materially inhibit or prohibit the performance of the Executive’s duties under this Agreement, or conflict in any material way with the business of the Company or any subsidiary. (c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Board of Directors of the Company (the “Board”). The Executive's duties may include providing services for both the Company and the Subsidiaries (as defined below), as determined by the Board; provided, that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Officer. The Executive will shall report to the Board and shall have such authority, power, responsibilities and duties as are inherent in his position (and the undertakings applicable to his positions position) and necessary to carry out his responsibilities and the duties required of him hereunder. (d) Notwithstanding The Executive’s employment with the foregoing provisions Company shall be “at-will”, which means that either the Executive or the Company may terminate the Executive’s employment at any time, for any reason, or for no reason, by providing notice thereof to the other party, subject to the terms of this paragraph 1, during Agreement. The Executive acknowledges that this Agreement does not constitute a contract of employment for any particular period of time or impose on the Agreement TermCompany any obligation to retain the Executive as an employee. In the event the Executive is appointed to the Board and if the Executive’s employment with the Company terminates for any reason, the Executive may devote reasonable time shall be deemed to activities other than those required under this Agreementhave resigned, including the supervision effective as of such termination, from his personal investments, and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on the boards Board and as an officer or director of directors any subsidiary of other organizationsthe Company, and similar type activities, the Executive hereby agrees to the extent that promptly execute resignation letters documenting such other activities do not, in the judgement resignations upon request of the Board, materially inhibit or prohibit the performance of the Executive's duties under this Agreement, or conflict in any material way with the business of the Company or any SubsidiaryCompany. (e) Subject to the provisions of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Executive shall be considered "Disabled" during any period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, the Company may refer the same to a mutually acceptable licensed practicing physician, and the Executive agrees to submit abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to such tests and examinations as such physician shall deem appropriatetime by the Company.

Performance of Services. The Executive's ’s employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its President and Chief Executive Officer Vice President, Production Operations during the Agreement Term (as defined below), ) and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed by the Company, the Executive shall be a member of the Board of Directors of the Company (the "Board"). (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his full time, energies and talents to serving as its President and Chief Executive Officer. (c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions direction of the BoardCompany President. The Executive's ’s duties may shall include providing services for both the Company and the Subsidiaries its Affiliates (as defined belowused herein, Company shall mean and include the Company and all of its Affiliates), as determined by the Board; provided, that the Executive shall not, without his consent, be assigned tasks that would interfere or be inconsistent with those of President and Chief Executive OfficerVice President, Production Operations. The Executive will have such authority, power, responsibilities and duties as are traditional and inherent to his positions position at ATP (and the undertakings applicable to his position) and necessary to carry out his responsibilities and the duties required of him hereunder. (dc) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, Term the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other profit or not-for-profit organizations, and similar type activities, to the extent that such other activities do not, in the judgement judgment of the BoardCompany President, materially inhibit or prohibit the performance of the Executive's ’s duties under this Agreement, Agreement or conflict in any material way with the business of Company’s business. The Executive will make periodic reports as requested by the Company or any SubsidiaryPresident indicating the nature of activities falling within this provision. (ed) Subject to the provisions terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is DisabledDisabled (as defined in paragraph 3(b)). (e) The “Agreement Term” shall be the period beginning on the Effective Date and ending on November 30, 2008. On each anniversary of the Effective Date, this Agreement shall automatically be extended for an additional one-year period, unless either party to this Agreement provides notice of non-renewal to the other party at least 6 months before any anniversary of the Effective Date. The Executive term “Agreement Term” shall be considered "Disabled" during also include any renewal period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, under the foregoing provisions of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, the Company may refer the same to a mutually acceptable licensed practicing physician, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriateparagraph 1(e).

Performance of Services. The Executive's ’s employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its President and Chief Executive Financial Officer during the Agreement Term (as defined below), ) and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed by the Company, the Executive shall be a member of the Board of Directors of the Company (the "Board"). (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his full time, energies and talents to serving as its President and Chief Executive Officer. (c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions direction of the BoardCompany President. The Executive's ’s duties may shall include providing services for both the Company and the Subsidiaries its Affiliates (as defined belowused herein, Company shall mean and include the Company and all of its Affiliates), as determined by the Board; provided, that the Executive shall not, without his consent, be assigned tasks that would interfere or be inconsistent with those of President and Chief Executive Financial Officer. The Executive will have such authority, power, responsibilities and duties as are traditional and inherent to his positions position at ATP (and the undertakings applicable to his position) and necessary to carry out his responsibilities and the duties required of him hereunder. (dc) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, Term the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other profit or not-for-profit organizations, and similar type activities, to the extent that such other activities do not, in the judgement judgment of the BoardCompany President, materially inhibit or prohibit the performance of the Executive's ’s duties under this Agreement, Agreement or conflict in any material way with the business of Company’s business. The Executive will make periodic reports as requested by the Company or any SubsidiaryPresident indicating the nature of activities falling within this provision. (ed) Subject to the provisions terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is DisabledDisabled (as defined in paragraph 3(b)). (e) The “Agreement Term” shall be the period beginning on the Effective Date and ending on November 30, 2008. On each anniversary of the Effective Date, this Agreement shall automatically be extended for an additional one-year period, unless either party to this Agreement provides notice of non-renewal to the other party at least 6 months before any anniversary of the Effective Date. The Executive term “Agreement Term” shall be considered "Disabled" during also include any renewal period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, under the foregoing provisions of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, the Company may refer the same to a mutually acceptable licensed practicing physician, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriateparagraph 1(e).

Performance of Services. The Executive's continued employment with ----------------------- the Company shall be subject to the following: (a) Subject to the terms provisions of this Agreement, the Company hereby agrees to employ the Executive as its a Vice President and Chief Executive Officer of the Company during the Agreement Term (as defined below), and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed by the Company, the Executive shall be a member of the Board of Directors of the Company (the "Board"). (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote devote, subject to paragraph 1(f), his full time, energies and talents to serving as its President and Chief Executive Officerperforming his duties under this Agreement. (c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Board of Directors (the "Board") and the Chief Executive Officer (the "CEO") of the Company. The Executive's duties may include providing services for both the Company Company, LaSalle Re Holdings Limited (the "Holding Company"), and the Subsidiaries (as defined below), as determined by the BoardCEO; provided, provided that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Officerhis position at the Company. The Executive will have such authority, power, responsibilities authority and duties power as are inherent to the undertakings applicable to his positions position and necessary to carry out his responsibilities and the duties required of him hereunder. (d) While the Executive is employed by the Company, he shall be subject to the duties that reasonably apply to the Company's officers and employees (including, without limitation, the duty of loyalty to the Company). (e) The Company may change the Executive's title and duties in the event of reorganization, restructuring, or similar circumstances, except that the Executive shall have a senior executive position at all times during the Agreement Term while he is employed by the Company. (f) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on of the boards of directors of other organizations, and similar type of activities, to the extent that such other activities do not, in the judgement of the Board, materially not inhibit or prohibit the performance of the Executive's duties under this Agreement, or conflict in any material way with the business of the Company Company, the Holding Company, or any Subsidiary; provided, however, that except as otherwise expressly provided in this Agreement, the Executive shall not serve on the board of any business, or hold any position with any business without the consent of the Board and the CEO of the Company. (eg) The Executive will be required to maintain a residence in Bermuda while employed by the Company. (h) The Company will use its reasonable best efforts to maintain a Bermuda work permit for the Executive. The Executive shall cooperate with the Company and the appropriate authorities in maintaining such permit. The Executive's employment by the Company is conditioned upon the Company's ability to keep current all required work permits, and except as otherwise provided in this paragraph 1(h), the Company shall have no further obligation to the Executive if, after employing its reasonable best efforts, it is unable to maintain such permits. If despite the Company's best efforts to maintain the Bermuda work permit, the work permit is terminated or revoked by the Government of Bermuda through no fault of the Executive, then the Executive shall be deemed to have received written notice from the Company that his Date of Termination is the date on which the termination or revocation of his or her work permit is effective, and the Executive shall be entitled to the benefits provided for Termination by the Company under Section 3(g). In addition, the Company shall reimburse the Executive for reasonable costs actually incurred by the Executive and the members of his or her immediate family to relocate to the nation in which the Executive maintains citizenship; provided, however, that such reimbursement shall be made only if such relocation occurs within a reasonable time following such Date of Termination. The reasonableness of the cost and time of relocation shall be determined by the Board of Directors of the Company. (i) Subject to the provisions of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Executive shall be considered "Disabled" during any period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, the Company may refer the same to a mutually acceptable licensed practicing physicianphysician of the Company's choice, and the Executive agrees to submit to such tests and examinations examination as such physician shall deem appropriate. (j) The "Agreement Term" shall be the period beginning on the Effective Date and ending on the first anniversary of the Effective Date; provided, however, that such Agreement Term shall automatically be renewed daily, such that at any time on or after the Effective Date, the remaining term shall equal one year. However, such additional day-to-day renewals may be terminated by either party be delivering written notice of such termination to the other party, in accordance with the requirements of paragraph 18. The cessation of the automatic renewals shall be effective on the date such written notice is deemed to be given to the other party in accordance with paragraph 18, such that the Agreement term shall end on the one-year anniversary of the date such written notice is deemed given to the other party. For purposes of this Agreement, a Notice of Termination, as described in paragraph 3(i), shall be deemed to be a notice to terminate day-to-day renewals. (k) For purposes of this Agreement, the term "Subsidiary" shall mean any company (regardless of whether incorporated) during any period in which 50% or more of the total combined voting power of all classes of stock (or other ownership interest) entitled to vote is owned, directly or indirectly, by the Company.

Performance of Services. The Executive's employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its President and Chief Executive Officer during the Agreement Term (as defined below), and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed by the Company, the Executive shall be a member of the Board of Directors of the Company (the "Board"). (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his full time, energies and talents to serving as its President and co-Chief Executive Officer. . The Executive shall report to, and shall be subject to the direction of, the Board of Trustees of the Company (c) the “Board”). The Executive agrees that he shall perform his duties faithfully and efficiently subject and to the directions best of his abilities and shall work cooperatively with the Company’s other co-chief executive officer to achieve the strategic objectives of the Merger and the attendant synergies that have been identified for the combined businesses as a result of the Merger. In addition to other duties that may be assigned to him by the Board, it is intended that the Executive will be principally responsible for integration of the real estate portfolios, as well as for operations, dispositions, capital deployment and risk management following the Merger. The Executive's ’s duties may include providing services for both the Company and the Subsidiaries (as defined below)its affiliates, as determined by the Board; provided, that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Officera co-chief executive officer of a comparable company to the Company. The Executive will shall have such authority, power, responsibilities and duties as are inherent in his positions (and the undertakings applicable to his positions positions) and necessary to carry out his responsibilities and the duties required of him hereunder. (d) . Notwithstanding the foregoing provisions of this paragraph 12, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, investments and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar type types of activities, to the extent that such other activities do not, in the judgement judgment of the Board, materially inhibit or prohibit interfere with the performance of the Executive's ’s duties under this Agreement, violate the terms of any of the covenants contained in paragraph 6 or 7 hereof or otherwise conflict in any material way with the business of the Company or any Subsidiary. (e) Subject to the provisions of this Agreementits affiliates; provided, however, that the Executive shall not be required to perform services under this Agreement during serve on the board of any period that he is Disabled. The Executive shall be considered "Disabled" during business, or hold any period in which he has a physical or mental disability which renders him incapableother position with any business, after reasonable accommodation, of performing his duties under this Agreement. In without the event prior consent of a dispute as to whether majority of the Executive is Disabled, nonemployee members of the Company may refer the same to a mutually acceptable licensed practicing physician, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriateBoard.

Performance of Services. The Executive's employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its President and Chief Executive Officer during the Agreement Term (as defined below)Term, and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed by the Company, the Executive shall be a member of the Board of Directors of the Company (the "Board"). (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his full time, energies and talents to serving as its President Executive Vice President, Marketing and Chief Sales, or in such other position to which the Executive Officermay be appointed by the Executive's Supervisor from time to time; provided that in no event shall the Executive be appointed to a position having a rank of less than Executive Vice President. To the extent the Company determines to be necessary or appropriate, the Company may change the Executive's Supervisor, and the Executive's reporting relationships. (c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the BoardExecutive's Supervisor. The Executive's duties may include providing services for both the Company and the Subsidiaries (as defined below)Affiliates, as determined by the BoardExecutive's Supervisor; provided, provided that the Executive shall not, without his consent, be assigned tasks duties that would be inconsistent with those of President and Chief a Executive OfficerVice President. The Executive will shall have such authority, power, responsibilities and duties as are inherent in his position(s) (and the undertakings applicable to his positions position(s)) and necessary to carry out his responsibilities and the duties required of him hereunder. (d) Notwithstanding the foregoing provisions of this paragraph 12, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar type types of activities, to the extent that such other activities do not, in the judgement judgment of the Boardhis Supervisor, materially inhibit or prohibit the performance of the Executive's duties under this Agreement, or conflict in any material way with the business of the Company or any SubsidiaryAffiliate. The Executive shall not serve on the board of any business, or hold any other significant position with any business, without the consent of his Supervisor. (e) Subject to the provisions terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Executive shall be considered "Disabled" during any During the period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, the Company may refer appoint a temporary replacement to assume the same to a mutually acceptable licensed practicing physician, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriateExecutive's responsibilities.

Performance of Services. The Executive's employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its President and Chief Executive Officer during the Agreement Term (as defined below)Term, and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed by the Company, the Executive shall be a member of the Board of Directors of the Company (the "Board"). (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his full time, energies and talents to serving as its President Senior Vice President, Human Resources, or in such other position to which the Executive may be appointed by the Executive's Supervisor from time to time; provided that in no event shall the Executive be appointed to a position having a rank of less than the rank he holds as of the date hereof. To the extent the Company determines to be necessary or appropriate, the Company may change the Executive's Supervisor, and Chief Executive Officerthe Executive's reporting relationships. (c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the BoardExecutive's Supervisor. The Executive's duties may include providing services for both the Company and the Subsidiaries (as defined below)Affiliates, as determined by the BoardExecutive's Supervisor; provided, provided that the Executive shall not, without his consent, be assigned tasks duties that would be inconsistent with those of President and Chief Executive Officera Senior Vice President. The Executive will shall have such authority, power, responsibilities and duties as are inherent in his position(s) (and the undertakings applicable to his positions position(s)) and necessary to carry out his responsibilities and the duties required of him hereunder. (d) Notwithstanding the foregoing provisions of this paragraph 12, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar type types of activities, to the extent that such other activities do not, in the judgement judgment of the Boardhis Supervisor, materially inhibit or prohibit the performance of the Executive's duties under this Agreement, or conflict in any material way with the business of the Company or any SubsidiaryAffiliate. The Executive shall not serve on the board of any business, or hold any other significant position with any business, without the consent of his Supervisor. (e) Subject to the provisions terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Executive shall be considered "Disabled" during any During the period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, the Company may refer appoint a temporary replacement to assume the same Executive's responsibilities. (f) The "Agreement Term" shall be the period beginning on the Effective Date and ending on the day two years after the Effective Date. This Agreement shall be inapplicable to a mutually acceptable licensed practicing physicianperiods of employment after the end of the Agreement Term. Thereafter, and subject to the provisions of paragraph 2(g), and subject to the Executive agrees then becoming eligible to submit participate in the Executive Severance Plan (as in effect from time to time), the Executive's continuing employment with the Company shall be at-will. (g) As of the Effective Date of this Agreement, the Executive and the Company are entering into an agreement relating to certain terms of employment in the event of a change in control of U.S. Can Corporation (the "Change in Control Agreement"). If a Change in Control (as that term is defined in the Change in Control Agreement) occurs during the Agreement Term, the Agreement Term will end on the date of such tests and examinations as Change in Control. Immediately following such physician expiration, the terms of the Executive's employment shall deem appropriatebe governed by the Change in Control Agreement.

Performance of Services. The Executive's employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its President and Chief Executive Officer during the Agreement Term (as defined below), and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. This Agreement does not constitute a guarantee of continued employment but instead provides for certain rights and benefits for the Executive during his employment, and in the event his employment with the Company terminates under the circumstances described herein. (b) During the Agreement Term, while he is employed by the Company, the Executive shall be a member of the Board of Directors of the Company (the "Board") and of such Affiliates as the Board may require from time to time. The Executive shall resign without claim for compensation from office as a director of any such Affiliates (excluding the Company prior to the Executive's Date of Termination) at any time on request by the Company, which resignation shall not effect the continuance in any way of this Agreement unless such request constitutes Constructive Discharge pursuant to paragraph 3(d). (bc) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his full time, energies and talents to serving as its President and Chief Executive OfficerOfficer and use his reasonable endeavors to promote and protect the interests of the Company and its Affiliates. The Executive's principal place of work shall be the offices of the Company in the London, England metropolitan area. The Executive may be required to travel both inside and outside the UK on the business of the Company or the Affiliates. (cd) The Executive agrees that he shall perform his duties faithfully and efficiently subject to and in accordance with the directions of the Board. The Executive's duties may include providing services for both the Company and the Subsidiaries Affiliates (as defined below), as determined by the Board; provided, provided that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Officer. The Executive will shall report to the Board and shall have such authority, power, responsibilities and duties as are assigned to him by the Board or are inherent in his positions (and the undertakings applicable to his positions positions) and necessary to carry out his responsibilities and the duties required of him hereunder. (de) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar type types of activities, to the extent that such other activities do not, in the judgement judgment of the Board, materially inhibit or prohibit the performance of the Executive's duties under this Agreement, or conflict in any material way with the business of the Company or any SubsidiaryAffiliate; provided, however, that the Executive shall not serve on the board of any business, hold any other position with any business, or otherwise engage in any business activity, without the prior written consent of the Board. (ef) Subject to the provisions terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is DisabledIncapacitated. The Executive shall be considered "DisabledIncapacitated" during any period in which he has a physical is prevented by ill health or mental disability which renders him incapableaccident, after reasonable accommodation, of from performing his duties under this Agreement. In the event of a dispute as to whether the Executive is DisabledIncapacitated or Permanently Incapacitated, the Company may refer the same to a mutually acceptable licensed practicing physicianphysician of the Company's choice, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriate. During the period in which the Executive is Incapacitated, the Company may appoint a temporary replacement to assume the Executive's responsibilities. (g) The "Agreement Term" shall be the period beginning on February 10, 2002 (the "Employment Commencement Date") and ending on December 31, 2003. Thereafter, as of the date the Agreement Term (as it may be extended from time to time under this paragraph) would otherwise end, the Agreement Term will be automatically extended for 12 months, unless one party to this Agreement provides notice of non-renewal to the other at least 90 days before the day that would be the last day of the Agreement Term in the absence of such renewal. (h) For purposes of this Agreement, the term "Affiliate" means a company which is the Company's subsidiary, subsidiary undertaking or holding company, or a company which is a subsidiary or subsidiary undertaking of that holding company. In this Agreement, where the context admits, words and phrases, the definitions of which are contained or referred to in Part XXVI of the Companies Act 1985, shall be construed as having the meanings so attr▇▇▇▇▇▇ ▇o them.

Performance of Services. The Executive's ’s employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its President and Chief Executive Officer during the Agreement Term (as defined below), and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed by the Company, the Executive shall be a member of the Board of Directors of the Company (the "Board"). (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his full such time, energies and talents to serving as its President and Chief Executive OfficerInvestment Officer as are reasonably necessary to perform his duties. The Company acknowledges that he will also provide services to Catellus during the Agreement Term. (cb) The Executive shall report to the Chief Executive Officer of the Company. The Executive agrees that he shall perform his duties faithfully and efficiently subject to the lawful directions of the BoardChief Executive Officer of the Company. The Executive's ’s duties may include providing services for both the Company and the Subsidiaries (as defined below), as determined by the Board of Trustees of the Company (the “Board”); provided, however, that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Investment Officer. The Executive will shall have such authority, power, responsibilities and duties as are inherent in his positions (and the undertakings applicable to his positions positions) and necessary to carry out his responsibilities and the duties required of him hereunder. The Executive also acknowledges and agrees that, pursuant to the Transition Services Agreement, he shall make himself reasonably available to provide consulting services to the Company and its affiliates for the period from July 1, 2011 through December 31, 2011 at no cost to the Company and its affiliates. (dc) Notwithstanding the foregoing provisions of this paragraph 12, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including providing services to Catellus (including as an officer, director and member of Purchaser and its affiliates), the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other any for-profit or not-for-profit organizations, and similar type types of activities, to the extent that such other activities do not, in the judgement of the Board, materially inhibit or prohibit the performance of the Executive's duties under this Agreement, or conflict in any material way with the business of the Company or any Subsidiary. (ed) Subject The term “Subsidiary” shall mean any person with whom the Company is considered to be a single employer under section 414(b) of the provisions of this Agreement, Code and all persons with whom the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Executive shall Company would be considered "Disabled" during any period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, single employer under section 414(c) of performing his duties under this Agreement. In the event Code but using an ownership standard of a dispute as to whether the Executive is Disabled, the Company may refer the same to a mutually acceptable licensed practicing physician, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriate“more than 50%” rather than “at least 80%” where applicable.

Performance of Services. The Executive's continued employment with the Company shall be subject to the following: (a) Subject to the terms provisions of this Agreement, the Company hereby agrees to employ the Executive as its a Vice President and Chief Executive Officer of the Company during the Agreement Term (as defined below), and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed by the Company, the Executive shall be a member of the Board of Directors of the Company (the "Board"). (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote devote, subject to paragraph 1(f), his full time, energies and talents to serving as its President and Chief Executive Officerperforming his duties under this Agreement. (c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Board of Directors (the "Board") and the Chief Executive Officer (the "CEO") of the Company. The Executive's duties may include providing services for both the Company Company, LaSalle Re Holdings Limited (the "Holding Company"), and the Subsidiaries (as defined below), as determined by the BoardCEO; provided, provided that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Officerhis position at the Company. The Executive will have such authority, power, responsibilities authority and duties power as are inherent to the undertakings applicable to his positions position and necessary to carry out his responsibilities and the duties required of him hereunder. (d) While the Executive is employed by the Company, he shall be subject to the duties that reasonably apply to the Company's officers and employees (including, without limitation, the duty of loyalty to the Company). (e) The Company may change the Executive's title and duties in the event of reorganization, restructuring, or similar circumstances, except that the Executive shall have a senior executive position at all times during the Agreement Term while he is employed by the Company. (f) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on of the boards of directors of other organizations, and similar type of activities, to the extent that such other activities do not, in the judgement of the Board, materially not inhibit or prohibit the performance of the Executive's duties under this Agreement, or conflict in any material way with the business of the Company Company, the Holding Company, or any Subsidiary; provided, however, that except as otherwise expressly provided in this Agreement, the Executive shall not serve on the board of any business, or hold any position with any business without the consent of the Board and the CEO of the Company. (eg) The Executive will be required to maintain a residence in Bermuda while employed by the Company. (h) The Company will use its reasonable best efforts to maintain a Bermuda work permit for the Executive. The Executive shall cooperate with the Company and the appropriate authorities in maintaining such permit. The Executive's employment by the Company is conditioned upon the Company's ability to keep current all required work permits, and except as otherwise provided in this paragraph 1(h), the Company shall have no further obligation to the Executive if, after employing its reasonable best efforts, it is unable to maintain such permits. If despite the Company's best efforts to maintain the Bermuda work permit, the work permit is terminated or revoked by the Government of Bermuda through no fault of the Executive, then the Executive shall be deemed to have received written notice from the Company that his Date of Termination is the date on which the termination or revocation of his or her work permit is effective, and the Executive shall be entitled to the benefits provided for Termination by the Company under Section 3(g). In addition, the Company shall reimburse the Executive for reasonable costs actually incurred by the Executive and the members of his or her immediate family to relocate to the nation in which the Executive maintains citizenship; provided, however, that such reimbursement shall be made only if such relocation occurs within a reasonable time following such Date of Termination. The reasonableness of the cost and time of relocation shall be determined by the Board of Directors of the Company. (i) Subject to the provisions of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Executive shall be considered "Disabled" during any period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, the Company may refer the same to a mutually acceptable licensed practicing physicianphysician of the Company's choice, and the Executive agrees to submit to such tests and examinations examination as such physician shall deem appropriate. (j) The "Agreement Term" shall be the period beginning on the Effective Date and ending on the first anniversary of the Effective Date; provided, however, that such Agreement Term shall automatically be renewed daily, such that at any time on or after the Effective Date, the remaining term shall equal one year. However, such additional day-to-day renewals may be terminated by either party be delivering written notice of such termination to the other party, in accordance with the requirements of paragraph 18. The cessation of the automatic renewals shall be effective on the date such written notice is deemed to be given to the other party in accordance with paragraph 18, such that the Agreement term shall end on the one-year anniversary of the date such written notice is deemed given to the other party. For purposes of this Agreement, a Notice of Termination, as described in paragraph 3(i), shall be deemed to be a notice to terminate day-to-day renewals. (k) For purposes of this Agreement, the term "Subsidiary" shall mean any company (regardless of whether incorporated) during any period in which 50% or more of the total combined voting power of all classes of stock (or other ownership interest) entitled to vote is owned, directly or indirectly, by the Company.

Performance of Services. The Executive's employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its President and Chief Executive Officer during the Agreement Term (as defined below), and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed by the Company, the Executive shall be a member of the Board of Directors of the Company (the "Board"). (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his full time, energies and talents to serving as its President and Chief Executive Officer. The Executive shall be elected to the Board of Directors of the Company (the "Board") at the Company's annual meeting to be held not later than May 30, 1998. Thereafter, he shall serve as a member of the Board during the Agreement Term, while he is employed by the Company. On and after the Effective Date (as described below), and prior to such election, the Executive shall be invited to attend all meetings of the Board. (c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Board. The Executive's duties may include providing services for both the Company and the Subsidiaries (as defined below), as determined by the Board; provided, that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Officer. The Executive will have such authority, power, responsibilities and duties as are inherent to his positions and necessary to carry out his responsibilities and the duties required of him hereunder. (d) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar type activities, to the extent that such other activities do not, in the judgement of the Board, materially inhibit or prohibit the performance of the Executive's duties under this Agreement, or conflict in any material way with the business of the Company or any Subsidiary; provided, however, that the Executive shall not serve on the board of any business, or hold any other position with any business without the consent of the Board. (e) Subject to the provisions of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Executive shall be considered "Disabled" during any period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, the Company may refer the same to a mutually acceptable licensed practicing physician, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriate. During the period in which the Executive is Disabled, the Company may appoint a temporary replacement to assume the Executive's responsibilities. (f) The "Agreement Term" shall be the three-year period beginning on January 19, 1998 (the "Effective Date") and ending on the third anniversary thereof. (g) For purposes of this Agreement, the term "Subsidiary" shall mean any corporation, partnership, joint venture or other entity during any period in which at least a fifty percent interest in such entity is owned, directly or indirectly, by the Company (or a successor to the Company).

Performance of Services. The Executive's ’s employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its President and interim Chief Executive Financial Officer during the Agreement Term (as defined below), and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed by the CompanyIn addition, the Executive shall be a member serve as interim Chief Financial Officer of InVivo Therapeutics Corporation, the Board of Directors of the Company (the "Board")Company’s wholly owned subsidiary. (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his full time, energies and talents to serving as its President and interim Chief Executive Financial Officer. (c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Board of Directors of the Company (the “Board”) and the Chief Executive Officer. The Executive's duties may include providing services for both the Company and the Subsidiaries (as defined below), as determined by the Board; provided, that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Financial Officer. The Executive will shall report to the Chief Executive Officer and shall have such authority, power, responsibilities and duties as are inherent in his position (and the undertakings applicable to his positions position) and necessary to carry out his responsibilities and the duties required of him hereunder. (d) Notwithstanding the foregoing provisions of this paragraph Section 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this AgreementAgreement (“outside activities”), including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar type types of activities, to the extent that such other activities do not, in the judgement of the Board, not materially inhibit or prohibit the performance of the Executive's ’s duties under this Agreement, or conflict in any material way with the business of the Company or any Subsidiarysubsidiary. It is understood and agreed by the parties that the Executive’s continued participation in such activities shall not be a breach of this Agreement. (e) Subject to The “Agreement Term” shall be the provisions of this Agreementperiod beginning on the Effective Date and ending on April 30, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled2014. The Executive shall Agreement Term may be considered "Disabled" during any period in which he has a physical or mental disability which renders him incapableextended upon the mutual agreement of the Company, after reasonable accommodationas approved by the Board, of performing his duties under this Agreementand the Executive. In the event of a dispute as to whether the Executive is Disabledaddition, the Company may refer the same choose to convert this agreement from an interim position to a mutually acceptable licensed practicing physicianpermanent position (“Conversion Right”). If the Company chooses to exercise its Conversion Right, it will inform Executive on or before April 15, 2014 that it is exercising this option. Upon exercise of this right, the following changes to this Agreement will automatically occur: (i) Executive’s title will automatically change from “Interim Chief Financial Officer” to “Chief Financial Officer”; (ii) the Company will grant you 150,000 options to purchase shares of the Company’s Common Stock (the “Option Grant”). The exercise price and all terms governing the Executive agrees Option Grant will be determined according to submit the InVivo 2010 Equity Incentive Plan attached hereto as Exhibit A; and (iii) all bonus payments made in 2015 and subsequent years will be determined based on the provisions of the bonus plan governing executive bonuses at that time, except that the target bonus will remain at 50% of annual salary. Other than as provided in Section 1(e)(i), (ii) and (iii), all other provisions of this Agreement will remain in full force and effect if the Company chooses to such tests and examinations as such physician shall deem appropriateexercise its Conversion Right.

Performance of Services. The Executive's ’s employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its President and Chief Executive Officer Vice President, Administration during the Agreement Term (as defined below), ) and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed by the Company, the Executive shall be a member of the Board of Directors of the Company (the "Board"). (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his full time, energies and talents to serving as its President and Chief Executive Officer. (c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions direction of the BoardCompany President. The Executive's ’s duties may shall include providing services for both the Company and the Subsidiaries its Affiliates (as defined belowused herein, Company shall mean and include the Company and all of its Affiliates), as determined by the Board; provided, that the Executive shall not, without his consent, be assigned tasks that would interfere or be inconsistent with those of President and Chief Executive OfficerVice President, Administration. The Executive will have such authority, power, responsibilities and duties as are traditional and inherent to his positions position at ATP (and the undertakings applicable to his position) and necessary to carry out his responsibilities and the duties required of him hereunder. (dc) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, Term the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other profit or not-for-profit organizations, and similar type activities, to the extent that such other activities do not, in the judgement judgment of the BoardCompany President, materially inhibit or prohibit the performance of the Executive's ’s duties under this Agreement, Agreement or conflict in any material way with the business of Company’s business. The Executive will make periodic reports as requested by the Company or any SubsidiaryPresident indicating the nature of activities falling within this provision. (ed) Subject to the provisions terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is DisabledDisabled (as defined in paragraph 3(b)). (e) The “Agreement Term” shall be the period beginning on the Effective Date and ending on November 30, 2008. On each anniversary of the Effective Date, this Agreement shall automatically be extended for an additional one-year period, unless either party to this Agreement provides notice of non-renewal to the other party at least 6 months before any anniversary of the Effective Date. The Executive term “Agreement Term” shall be considered "Disabled" during also include any renewal period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, under the foregoing provisions of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, the Company may refer the same to a mutually acceptable licensed practicing physician, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriateparagraph 1(e).

Performance of Services. The Executive's employment with the Company shall be subject to the following: (a) Subject to The Company, on the terms Effective Date of this AgreementApril 24, the Company 1997, hereby agrees to employ the Executive as its President and Chief Executive Officer during Operating Officer. It is the Agreement Term (as defined below), and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed by the Company, the Executive shall be a member intent of the Board of Directors of the Company (the "Board")) that on or before December 31, 1997, it will consider, but shall not be obligated to employ the Executive as President and Chief Executive Officer, and to elect the Executive to be a member of the Board. The Company agrees to promptly take all necessary action to execute the terms of this agreement. Should, for some unforeseen reason, the Company not create these titles, this agreement shall nevertheless bind the Company. Executive shall have those duties generally associated with a chief operating officer position including, without limitation, direct responsibility for the day to day operations of the entire company. Material to the Company in agreeing to employ the Executive in these positions is the Executive's representation of his skills, abilities and background including, but not limited to, the Executive's education and employment as such is set forth in the Executive's resume and in the letter of introduction from Ferg▇▇▇▇ Partners which were submitted to the Company. (b) During The Executive agrees that he shall perform his duties, as such are described in the Agreement Term, while the Executive is employed by bylaws of the Company, faithfully, diligently and efficiently. The Executive will have such authority and power as are inherent to his position as set forth in the bylaws of the Company. (c) The Executive shall devote his full time, energies and talents to serving as its President and Chief Executive Officer. (c) The Executive agrees that in the positions which he shall perform his duties faithfully and efficiently subject may hold pursuant to the directions of the Boardparagraph 1(a). The Executive's duties may include providing services for both the Company and the Subsidiaries (as defined below), as determined by the Board; provided, that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Officer. The Executive will have such authority, power, responsibilities and duties as are inherent to his positions and necessary to carry out his responsibilities and the duties required of him hereunder. (d) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement TermTerm (as defined below), the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar type activities, to the extent that such other activities do not, in the judgement of the Board, materially inhibit or prohibit the performance of the Executive's duties under this Agreement, or conflict in any material way with the business of the Company or any Subsidiary. (e) Subject to the provisions of this AgreementCompany; provided, however, that the Executive shall not be required to perform services under this Agreement during serve on the board of any period that he is Disabled. The Executive shall be considered "Disabled" during business, or hold any period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, other position with any business without the prior written consent of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, the Company may refer the same to a mutually acceptable licensed practicing physician, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriateBoard.

Performance of Services. The Executive's employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its President and Chief Executive Officer during the Agreement Term (as defined below), ) and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed by the Company, the The Executive shall be appointed as a member of the Board of Directors of the Company (the "Board")) at the first regularly-scheduled Board meeting coincident with or next following the Executive's commencement of employment with the Company, and during the Agreement Term, while the Executive is employed by the Company, the Board shall use its best efforts to cause the Executive to continue as a member of such Board. (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his full timetime (reasonable sick leave and vacations excepted) and best efforts, energies and talents to serving as its President and Chief Executive Officer. (c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions direction of the Board. The Executive's duties may shall include providing services for both the Company and the Subsidiaries its Affiliates (as defined below), as determined by the BoardBoard (as used herein, Company shall mean and include the Company and all of its Affiliates); provided, that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Officer. The Executive will have such authority, power, responsibilities and duties as are inherent to his positions position (and the undertakings applicable to his position) and necessary to carry out his responsibilities and the duties required of him hereunder. (d) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, Term the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other profit or not-for-profit organizations, and similar type activities, to the extent that such other activities do not, in the judgement judgment of the Board, materially inhibit or prohibit the performance of the Executive's duties under this Agreement, Agreement or conflict in any material way with the business of the Company or any SubsidiaryCompany's business. (e) Subject to the provisions terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Executive shall be considered "Disabled" during any period Disabled (as defined in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, the Company may refer the same to a mutually acceptable licensed practicing physician, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriateparagraph 3(b)).

Performance of Services. The Executive's ’s employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to continue to employ the Executive as its President and Senior Vice President, Chief Compliance Officer & General Counsel. The Executive shall continue to serve as Senior Vice President, Chief Compliance Officer during the Agreement Term (as defined below)& General Counsel of InVivo Therapeutics Corporation, and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed by the Company, the ’s wholly owned subsidiary. The Executive shall continue to be a member of based at the Board of Directors of the Company (the "Board")Company’s headquarters in Cambridge, MA. (b) During the Agreement Term, while While the Executive is employed by the Company, the Executive shall devote his full her business time, energies and talents to serving as its President and Senior Vice President, Chief Executive Officer. (c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Board. The Executive's duties may include providing services for both the Company and the Subsidiaries (as defined below), as determined by the Board; provided, that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive OfficerCompliance Officer & General Counsel. The Executive will have such authoritymay, powerhowever, responsibilities and duties as are inherent to his positions and necessary to carry out his responsibilities and the duties required of him hereunder. (d) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership serve on the outside boards of directors of other organizations, and similar type activitiesdirectors, to the extent that such other activities do not, in the judgement of the Board, not materially inhibit or prohibit the performance of the Executive's ’s duties under this Agreement, Agreement or conflict in any material way with the business of the Company or any Subsidiarysubsidiary. (c) The Executive agrees that she shall perform her duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and the Board of Directors of the Company (the “Board”). The Executive shall not, without her consent, be assigned tasks that would be inconsistent with those of the Senior Vice President, Chief Compliance Officer & General Counsel. The Executive shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunder. (d) The Executive’s employment with the Company is “at-will,” which means that either the Executive or the Company may terminate the Executive’s employment at any time, for any reason, or for no reason, by providing notice thereof to the other party, subject to the terms of this Agreement. The Executive acknowledges that the Agreement does not constitute a contract of employment for any particular period of time or impose on the Company any obligation to retain the Executive as an employee. If the Executive’s employment with the Company terminates for any reason, the Executive shall be deemed to have resigned, effective as of such termination, as an officer or director of any subsidiary of the Company, and the Executive hereby agrees to promptly execute resignation letters documenting such resignations upon the request of the Company. (e) Subject to the provisions of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Executive shall be considered "Disabled" during any period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, the Company may refer the same to a mutually acceptable licensed practicing physician, and the Executive agrees to submit abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to such tests and examinations as such physician shall deem appropriatetime by the Company.

Performance of Services. The Executive's ’s employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its chief executive officer, with the titles of President and Chief Executive Officer during the Agreement Term (as defined below), and the Executive hereby agrees to remain in the employ of the Company accept such employment during the Agreement Term. During the Agreement Term, while he is employed by the Company, the Executive shall be a member of nominated for election to the Board of Directors of the Company (the "“Board"”), so long as he is Chief Executive Officer. If elected to and serving on the Board, the Executive agrees to resign from the Board effective on his Date of Termination (as defined in paragraph 3(h)), unless the Executive and the Board otherwise agree. The “Agreement Term” shall be the period beginning on the Effective Date and ending on December 31, 2012. Thereafter, the Agreement Term will be automatically extended for 12-month periods, unless either the Company or the Executive shall give the other party notice of the intention to not extend the Agreement by October 1, 2012 or by October 1 of any succeeding year, if applicable, except that upon a Change in Control (as defined in paragraph 4(d)) the remaining Agreement Term shall be 24 months from the date the Change in Control occurred. (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his full time, energies and talents to serving as its President and Chief Executive Officer. (c) The Executive agrees that he shall perform his duties faithfully and efficiently to the best of his abilities subject to the directions of the Board. The Executive's ’s duties may include providing services for both the Company and the Subsidiaries (as defined below), as determined by the Board; provided, however, that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive OfficerOfficer of the Company. The Executive will have such authority, power, responsibilities and duties as are inherent to his positions (and the undertakings applicable to his positions) and necessary to carry out his responsibilities and the duties required of him hereunder. For purposes of this Agreement, the term “Subsidiary” shall mean any corporation, partnership, joint venture or other entity during any period, in which at least a majority interest in such entity is owned, directly or indirectly, by the Company (or a successor to the Company). (d) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision management of his personal investments, investments and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar type activities, to the extent that such other activities do not, in the judgement reasonable judgment of the Board, materially inhibit or prohibit the performance of the Executive's ’s duties under this Agreement, or conflict in any material way with the business of the Company or any Subsidiary; provided, however, that the Executive shall obtain approval of the Board prior to nomination or seeking election to the board of directors of any other company, and such approval shall not be unreasonably withheld. (e) Subject The Company shall, to the provisions of this Agreementmaximum extent permitted by applicable law, protect, defend, indemnify and hold harmless the Executive against any costs, losses, expenses, claims, suits, proceedings, investigations, damages or liabilities to which the Executive may become subject which arise out of, are based upon or relate to, or are alleged to so arise, be based upon or to relate to the Executive’s employment by the Company (and any Subsidiary) or the Executive’s service to the Company (and any Subsidiary) as an employee, officer or member of the Board, including, without limitation, reimbursement on a current basis, upon submission of invoices, for any legal or other expenses reasonably incurred by the Executive in connection with investigation and defending against any such costs, losses, expenses, claims, suits, proceedings, investigations, damages or liabilities; provided, however, that the Company shall not be required to perform services pay any amounts under this Agreement during paragraph except upon receipt of an unsecured undertaking by the Executive to repay any period such amounts as to which it shall ultimately be determined by a court of competent jurisdiction that he the Executive is Disablednot entitled to indemnification by the Company. The Executive shall will be considered "Disabled" covered under the Company’s directors and officers insurance policy during the Agreement Term and for such period following the Date of Termination during which any period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether action may be brought against the Executive is Disabledrelated to the matters above, so long as the Company may refer maintains such coverage for any director or officer of the same to a mutually acceptable licensed practicing physician, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriateCompany.

Performance of Services. The Executive's employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its President and Co-Chief Executive Officer ("Co-CEO") during the first twelve months of the Agreement Term (as defined below), after which the Executive shall be employed as its Chief Executive Officer ("CEO") and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed by the Company, the Executive shall be a member of the Board of Directors of the Company (the "Board"). (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his full time, energies and talents to serving as its President and Chief Executive OfficerCo-CEO or CEO, as the case may be. (c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directors of J. Joe ▇▇▇▇▇▇▇▇, ▇▇-CEO and Chairman of the Board of Directors of the Company (the "Board") during the first twelve months of the Agreement term, after which the Executive shall perform his duties faithfully and efficiently subject to the directions of J. Joe ▇▇▇▇▇▇▇▇, ▇▇e Chairman of the Board, or the successor to J. Joe ▇▇▇▇▇▇▇▇ ▇▇ Chairman of the Board. The Executive's duties may include providing services for both the Company and the Subsidiaries (as defined below), as determined by the Board; provided, that the Executive shall not, without his consent, be assigned tasks 2 that would be inconsistent with those of President and Chief Executive OfficerCo-CEO or CEO, as the case may be. The Executive will shall have such authority, power, responsibilities and duties as are inherent in his positions (and the undertakings applicable to his positions positions) and necessary to carry out his responsibilities and the duties required of him hereunder. (d) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than than, those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar type types of activities, to the extent that such other activities do not, in the judgement of the Board, materially inhibit or prohibit the performance of the Executive's duties under this Agreement, or conflict in any material way with the business of the Company or any Subsidiary; provided, however, that the Executive shall not serve on the board of any business, or hold any other position with any business, without the consent of the Board. (e) Subject to the provisions terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Executive shall be considered "Disabled" Disabled during any period in which he be has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, the Company may refer the same to a mutually acceptable licensed practicing physicianphysician of the Company's choice, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriate. During the period in which the Executive is Disabled, the Company may appoint a temporary replacement to assume the Executive's responsibilities. (f) The "Agreement Term" shall be the period beginning on the Effective Date and ending on the fifth anniversary of the Effective Date. If a Change in Control occurs during the Agreement Term less than two years before the date on which the Agreement Term would otherwise end, the Term shall automatically be extended to the two-year anniversary of the Change in Control date. (g) For purposes of this Agreement, the term "Subsidiary" shall mean any corporation, partnership, joint venture or other entity during any period in which at least a fifty percent interest in such entity is owned, directly or indirectly, by the Company (or a successor to the Company).

Performance of Services. The Executive's employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its President and Chief Executive Officer during During the Agreement Term (as defined below), and subject to the Executive hereby agrees to remain in the employ terms of the Company during the Agreement Term. During the Agreement Term, while he is employed by the Companythis Agreement, the Executive shall be employed by the Company and shall occupy the position of Chief Executive Officer of the Company. The Executive agrees to serve in that position or in such other offices or positions with the Company or a member of Subsidiary (as defined below), as shall, from time to time, be determined by the Board of Directors of the Company (the "Board"). (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his her full time, energies and talents to serving as its President and Chief Executive OfficerOfficer or such other position determined in accordance with Paragraph (a) above. During the Agreement Term, the Executive's main office shall be at the Company's headquarters. (c) The Executive agrees that he shall to perform his her duties hereunder faithfully and efficiently subject to the directions of the Board. The Executive's duties may include providing services for both the Company and the Subsidiaries (as defined below)Subsidiaries, as determined by the Board; provided, that the Executive shall not, without his her consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Officer. The Executive will have Officer or such authority, power, responsibilities and duties as are inherent to his positions and necessary to carry out his responsibilities and the duties required of him hereunderother position determined in accordance with Paragraph (a) above. (d) Notwithstanding the foregoing provisions of this paragraph Paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar type types of activities, to the extent that such other activities do not, in the judgement judgment of the Board, materially conflict with, inhibit or prohibit the performance of the Executive's duties under this Agreement, or conflict in any material way with the business of the Company or any Subsidiary; provided, however, that the Executive shall not serve on the board of any business, or hold any other position with any business, without the consent of the Board. (e) Subject to the provisions terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he the Executive is Disabled. The Executive shall be considered "Disabled" or under a "Disability" during any period in which he has a physical or mental disability which renders him the Executive incapable, after reasonable accommodation, of performing his the duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, the Company may refer the same to a mutually acceptable licensed practicing physicianphysician of the Company's choice, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriate. At any time during the period in which the Executive is Disabled, the Company may appoint a temporary replacement to assume the Executive's responsibilities. (f) The "Agreement Term" shall be the period beginning on April ___, 2004 (the "Employment Commencement Date") and ending on the fifth anniversary of the Employment Commencement Date; subject, however, to earlier termination as provided herein. The initial five (5) year period of employment automatically shall be extended for one (1) additional year at the end of the initial five (5) year term, and again each successive year thereafter. However, such annual extensions may cease by either party delivering written notice of such cessation to the other party; provided that such notice is delivered at least 60 days prior to the date on which extension is otherwise to occur. (g) For purposes of this Agreement, the term "Subsidiary" shall mean any corporation, partnership, joint venture or other entity during any period in which at least a fifty percent interest in such entity is owned, directly or indirectly, by the Company (or a successor to the Company).

Performance of Services. The Executive's ’s employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to continue to employ the Executive as its President and Chief Scientific Officer. The Executive shall continue serve to as Chief Scientific Officer during the Agreement Term (as defined below)of InVivo Therapeutics Corporation, and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed by the Company, the ’s wholly owned subsidiary. The Executive shall continue to be a member of based at the Board of Directors of the Company (the "Board")Company’s headquarters in Cambridge, MA. (b) During the Agreement Term, while While the Executive is employed by the Company, the Executive shall devote his full business time, energies and talents to serving as its President and Chief Scientific Officer. The Executive Officermay, however, serve on outside boards of directors, to the extent that such activities do not materially inhibit or prohibit the performance of the Executive’s duties under this Agreement or conflict in any material way with the business of the Company or any subsidiary. (c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and the Board of Directors of the Company (the “Board”). The Executive's duties may include providing services for both the Company and the Subsidiaries (as defined below), as determined by the Board; provided, that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and the Chief Executive Scientific Officer. The Executive will shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in his position (and the undertakings applicable to his positions position) and necessary to carry out his responsibilities and the duties required of him hereunder. (d) Notwithstanding The Executive’s employment with the foregoing provisions Company is “at-will,” which means that either the Executive or the Company may terminate the Executive’s employment at any time, for any reason, or for no reason, by providing notice thereof to the other party, subject to the terms of this paragraph 1, during Agreement. The Executive acknowledges that the Agreement Termdoes not constitute a contract of employment for any particular period of time or impose on the Company any obligation to retain the Executive as an employee. If the Executive’s employment with the Company terminates for any reason, the Executive may devote reasonable time shall be deemed to activities other than those required under this Agreementhave resigned, including effective as of such termination, as an officer or director of any subsidiary of the supervision of his personal investmentsCompany, and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar type activities, Executive hereby agrees to promptly execute resignation letters documenting such resignations upon the extent that such other activities do not, in the judgement request of the Board, materially inhibit or prohibit the performance of the Executive's duties under this Agreement, or conflict in any material way with the business of the Company or any SubsidiaryCompany. (e) Subject to the provisions of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Executive shall be considered "Disabled" during any period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, the Company may refer the same to a mutually acceptable licensed practicing physician, and the Executive agrees to submit abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to such tests and examinations as such physician shall deem appropriatetime by the Company.

Performance of Services. The Executive's ’s employment with the Company shall be subject to the following: (a) Subject The Executive shall perform and discharge well and faithfully such duties for the Company as may be lawfully assigned to the terms of this Agreement, the Company hereby agrees Executive from time to employ the Executive as its President and Chief Executive Officer during the Agreement Term (as defined below), and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed time by the Company, the Executive shall be a member of the Board of Directors of the Company (the "Board"). (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his full time, energies and talents to serving as its President and Chief Executive Officer. (c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Board. The Executive's ’s duties may include providing services for both the Company and the Subsidiaries Affiliates (as defined below), as determined by the Board; provided, provided that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of the President and Chief Executive Officer. The Executive will have such authority, power, responsibilities and duties as are inherent to his positions and necessary to carry out his responsibilities and shall comply with the duties required of him hereunderCompany’s written policies or rules adopted by the Board or an authorized committee thereof. (db) The Executive shall devote his full business time, attention and energies to the business of the Company. Notwithstanding the foregoing provisions of this paragraph 1Paragraph 2, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of organizations other than business organizations, and similar type types of activities, to the extent that such other activities do not, in the judgement judgment of the Board, materially inhibit or prohibit the performance of the Executive's ’s duties under this Agreement, or conflict in any material way with the business of the Company or any SubsidiaryAffiliate. The Executive shall not serve on the board of any business, or hold any other position with any business, or otherwise engage in any business activity, without the prior written consent of the Board, which consent shall not be unreasonably withheld. (c) The Executive understands and agrees that his duties will include his providing personal services to customers of the Company and the Affiliates. The Executive understands and agrees that, as a condition of performing services for such customers, it may be necessary to agree to reasonable restrictions imposed for the protection of the customer (including, without limitation, confidentiality restrictions), and agrees to abide by such reasonable restrictions. (d) The Executive acknowledges and agrees that he owes a duty of loyalty, fidelity, and allegiance under the laws of Ohio and applicable federal law to act at all times in the best interests of the Company. In keeping with these duties, the Executive shall make full disclosure to the Company of all business opportunities pertaining to the Company’s business and shall not appropriate for the Executive’s own benefit any such opportunities. (e) Subject to the provisions terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Executive shall be considered "Disabled" during any period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabledincapable of performing his duties, the Company may refer the same to a mutually acceptable licensed practicing physicianphysician selected by the Company and reasonably approved by the Executive, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriate. During the period in which the Executive is disabled, the Company may appoint a temporary replacement to assume the Executive’s responsibilities. (f) For purposes of this Agreement, the term “Affiliate” means any entity which would be treated as the “employer” pursuant to Treasury Regulation Section 1.409A-1(h)(3), which generally includes (i) any entity which owns at least a fifty percent interest in the Company, or (ii) any entity in which at least a fifty percent interest is owned, directly or indirectly, by the Company, by any entity that is a Successor to the Company (as defined in Paragraph 20), or by any entity that is an Affiliate by reason of clause (i) next above. For purposes of the covenants contained in Paragraph 13 (relating to assistance with claims), the Protective Covenants, and the Executive Release, the term “Affiliate” shall also include any entity that would have been an “Affiliate” by reason of the preceding sentence (including any entity that would be treated as a Successor to any such Affiliate in accordance with Paragraph 20) at any time during the period of the Executive’s employment by the Company (and shall include any predecessor to any entity described in clause (i) or (ii)). The term “Protective Covenants” means the covenants contained in Paragraph 8 (relating to confidentiality), Paragraph 9 (relating to disparagement), Paragraph 10 (relating to competition), and Paragraph 11 (relating to solicitation).

Performance of Services. The Executive's employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its President and Chief Executive Officer during the Agreement Term (as defined below)Term, and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed by the Company, the Executive shall be a member of the Board of Directors of the Company (the "Board"). (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his her full time, energies and talents to serving as its Senior Vice President and Chief General Manager, Paint, Plastics and General Line and Custom Specialty, or in such other position to which the Executive Officermay be appointed by the Executive's Supervisor from time to time; provided that in no event shall the Executive be appointed to a position having a rank of less than Senior Vice President and General Manager. To the extent the Company determines to be necessary or appropriate, the Company may change the Executive's Supervisor, and the Executive's reporting relationships. (c) The Executive agrees that he she shall perform his her duties faithfully and efficiently subject to the directions of the BoardExecutive's Supervisor. The Executive's duties may include providing services for both the Company and the Subsidiaries (as defined below)Affiliates, as determined by the BoardExecutive's Supervisor; provided, provided that the Executive shall not, without his her consent, be assigned tasks duties that would be inconsistent with those of a Senior Vice President and Chief Executive OfficerGeneral Manager. The Executive will shall have such authority, power, responsibilities and duties as are inherent in her position(s) (and the undertakings applicable to his positions her position(s)) and necessary to carry out his her responsibilities and the duties required of him her hereunder. (d) Notwithstanding the foregoing provisions of this paragraph 12, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his her personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar type types of activities, to the extent that such other activities do not, in the judgement judgment of the Boardher Supervisor, materially inhibit or prohibit the performance of the Executive's duties under this Agreement, or conflict in any material way with the business of the Company or any SubsidiaryAffiliate. The Executive shall not serve on the board of any business, or hold any other significant position with any business, without the consent of her Supervisor. (e) Subject to the provisions terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he she is Disabled. The Executive shall be considered "Disabled" during any During the period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, the Company may refer appoint a temporary replacement to assume the same to a mutually acceptable licensed practicing physician, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriateExecutive's responsibilities.

Performance of Services. The Executive's ’s employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its President and Chief Executive Communications Officer during the Agreement Term (as defined below), ) and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed by the Company, the Executive shall be a member of the Board of Directors of the Company (the "Board"). (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his full time, energies and talents to serving as its President and Chief Executive Officer. (c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions direction of the BoardCompany President. The Executive's ’s duties may shall include providing services for both the Company and the Subsidiaries its Affiliates (as defined belowused herein, Company shall mean and include the Company and all of its Affiliates), as determined by the Board; provided, that the Executive shall not, without his consent, be assigned tasks that would interfere or be inconsistent with those of President and Chief Executive Communications Officer. The Executive will have such authority, power, responsibilities and duties as are traditional and inherent to his positions position at ATP (and the undertakings applicable to his position) and necessary to carry out his responsibilities and the duties required of him hereunder. (dc) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, Term the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other profit or not-for-profit organizations, and similar type activities, to the extent that such other activities do not, in the judgement judgment of the BoardCompany President, materially inhibit or prohibit the performance of the Executive's ’s duties under this Agreement, Agreement or conflict in any material way with the business of Company’s business. The Executive will make periodic reports as requested by the Company or any SubsidiaryPresident indicating the nature of activities falling within this provision. (ed) Subject to the provisions terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is DisabledDisabled (as defined in paragraph 3(b)). (e) The “Agreement Term” shall be the period beginning on the Effective Date and ending on November 30, 2008. On each anniversary of the Effective Date, this Agreement shall automatically be extended for an additional one-year period, unless either party to this Agreement provides notice of non-renewal to the other party at least 6 months before any anniversary of the Effective Date. The Executive term “Agreement Term” shall be considered "Disabled" during also include any renewal period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, under the foregoing provisions of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, the Company may refer the same to a mutually acceptable licensed practicing physician, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriateparagraph 1(e).

Performance of Services. The Executive's ’s employment with the Company shall commence on April 26, 2004 (the “Effective Date”), and shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its President and Chairman, Chief Executive Officer and President during the Agreement Term (as defined below), and the Executive hereby agrees to remain serve in the employ of the Company such capacity during the Agreement Term. . (b) During the Agreement Term, while he the Executive is employed by the Company, the Executive shall be a member of the Board of Directors of the Company (the "“Board")”) shall use its best efforts to cause the Executive to be elected as a member of the Board. It is understood by the parties that, pursuant to its fiduciary responsibilities, duty of care and obligations with respect to corporate governance, the Board may determine that it is appropriate for the position of Chairman of the Board to be held by a director who is not an employee or officer of the Company. If two-thirds of the Board affirmatively vote at a meeting of the Board called and held for such purpose that it is appropriate to separate the positions of Chairman and CEO, notwithstanding any other provisions of the Agreement, the occurrence of such a determination by the Board resulting in the failure of the Executive to be elected as the Chairman of the Board will not constitute Good Reason or a breach of this Agreement, provided that Executive concurs with the decision. The Board agrees to elect Executive as a member of the Board and Chairman no later than the Effective Date. In addition, this determination will not result in any change to the Executive’s remuneration under the terms of this Agreement. (bc) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Board, and the Executive shall have the authority and duty generally to supervise and direct the business of the Company, subject only to the control and direction of the Board. The Executive’s duties may include providing services for both the Company and the Subsidiaries (as defined below) as determined by the Board; provided that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of Chairman, President and Chief Executive Officer. The Executive shall report to the Board and shall have such authority, power, responsibilities and duties as are set forth in the Company’s Bylaws and as are inherent in his positions (and the undertakings applicable to his positions) and necessary to carry out his responsibilities and the duties required of him hereunder. (d) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his full time, energies and talents to serving as its President and Chief Executive Officer. (c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Board. The Executive's duties may include providing services for both the Company and the Subsidiaries (as defined below)Chairman, as determined by the Board; provided, that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Officer. The Executive will have such authority, power, responsibilities and duties as are inherent to exert his positions and necessary to carry out his responsibilities and the duties required of him hereunder. (d) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar type activities, to the extent that such other activities do not, best efforts in the judgement of the Board, materially inhibit or prohibit the performance of the Executive's his duties under this Agreement, or conflict in any material way with the business as an employee of the Company or any Subsidiaryand will remain loyal to the Company during the term of his employment. (e) Subject to the provisions of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Executive shall may be considered "Disabled" during any period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, the Company may refer the same to a mutually acceptable licensed practicing physician, and the Executive agrees asked to submit to drug testing as a condition of employment or continued employment and consents to such tests and examinations testing as such physician shall deem determined by the Company to be appropriate. (f) The Executive will comply with Baxter Shared Values:

Performance of Services. The Executive's ’s employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its President and Chief Executive Officer during on the Agreement Term (as defined below)Effective Date in the position of Senior Vice President, Pharmaceutical Business Development of the Parent, and the Executive hereby agrees to remain in the employ of the Company during Company. The Parent agrees to appoint the Agreement Term. During the Agreement TermExecutive, while he is employed by the Company, and the Executive shall be agrees to serve, as a member of the Board of Directors of the Company Parent’s Executive Committee (the "Board"“Executive Committee”). (b) During the Agreement Term, while While the Executive is employed by the Company, the Executive shall devote his full timetime (reasonable sick leave and vacations excepted) and best efforts, energies and talents to serving as its President and Chief Executive Officerthe Company. (c) The Executive shall report to the President of the Company, and shall perform such duties as may be assigned to him by the President. Such duties shall include (i) coordinating long-range planning process for the Pharmaceutical Business, (ii) investigating and recommending mergers, acquisitions and divestitures to meet financial objectives, (iii) identifying joint venture opportunities in support of strategic objectives, (iv) leading negotiations with acquisition targets and potential joint venture partners, (v) developing product and product line strategies and oversee the selection of products for inclusion in Parent’s generic drug pipeline, and (vi) coordinating strategic alliances and other external business relationships. The Pharmaceutical Business Development organization shall directly report to the Executive. The Company may make changes to the Executive’s position, reporting line, authority, or responsibilities provided that the totality of the Executive’s position, reporting line, authority, and responsibilities is comparable to those typically attributable to members of the Executive Committee. (d) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions direction of the Board of Directors of Parent (the “Board”). The Executive's ’s duties may shall include providing services for both the Company and the Subsidiaries its Affiliates (as defined below), as determined by the Board; providedCompany (as used herein, that Company shall mean and include the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those Company and all of President and Chief Executive Officer. The Executive will have such authority, power, responsibilities and duties as are inherent to his positions and necessary to carry out his responsibilities and the duties required of him hereunderits Affiliates). (de) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to pursue activities other than those required under this Agreement, including activities conducted by the supervision of his personal investmentsExecutive prior to the Effective Date, and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other profit or not-for-profit organizations, and similar type activities, to the extent that such other activities do not, in the judgement judgment of the Board, materially inhibit or prohibit the performance of the Executive's ’s duties under this Agreement, Agreement or conflict in any material way with the business of the Company Company’s or any SubsidiaryParent’s business. (ef) Subject to the provisions terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. Disabled (as defined in paragraph 3(b)). (g) The Executive Executive’s place of employment shall be considered "Disabled" during any period in which he has a physical or mental disability which renders him incapableIsrael, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, provided that the Company may refer require the same Executive to travel, consistent with the Executive’s travel requirements prior to the Effective Date, outside Israel in order to fulfill his duties with the Company. (h) The Executive’s position is a mutually acceptable licensed practicing physician“senior managerial position”, as defined in the Israeli Work and Rest Hours Law, 1951, and requires a high level of trust. Accordingly, the provisions of said law shall not apply to the Executive and the Executive agrees that he may be required to submit work beyond the regular working hours of the Company, for no additional compensation other than as specified in this Agreement. (i) This Agreement shall govern the terms and conditions of the Executive’s employment and any termination thereof from the Effective Date until the third anniversary of the Effective Date (the “Agreement Term”). Thereafter, the Agreement shall automatically be extended for additional 24-month periods, unless either party to this Agreement provides notice of non-renewal to the other party at least 120 days before the last day of the Agreement Term. The term “Agreement Term” shall also include any renewal period under the foregoing provisions of this paragraph 1(i). Following the expiration of the Agreement Term, neither party shall have any further obligations under this Agreement, other than obligations accruing or arising prior to such tests and examinations expiration. The portion of the Agreement Term during which the Executive is employed by the Company is hereinafter referred to as such physician shall deem appropriatethe “Employment Period”.

Performance of Services. The Executive's employment with the Company shall be subject to the following: (a) Subject to the terms provisions of this Agreement, the Company hereby agrees to employ the Executive as its a Senior Vice President and Chief Executive Officer of the Company during the Agreement Term (as defined below), and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed by the Company, the Executive shall be a member of the Board of Directors of the Company (the "Board"). (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote devote, subject to paragraph 1(f), his full time, energies and talents to serving as its President and Chief Executive Officerperforming his duties under this Agreement. (c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Board of Directors (the "Board") and the Chief Executive Officer (the "CEO") of the Company. The Executive's duties may include providing services for both the Company Company, LaSalle Re Holdings Limited (the "Holding Company"), and the Subsidiaries (as defined below), as determined by the BoardCEO; provided, provided that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Officerhis position at the Company. The Executive will have such authority, power, responsibilities authority and duties power as are inherent to the undertakings applicable to his positions position and necessary to carry out his responsibilities and the duties required of him hereunder. (d) While the Executive is employed by the Company, he shall be subject to the duties that reasonably apply to the Company's officers and employees (including, without limitation, the duty of loyalty to the Company). (e) The Company may change the Executive's title and duties in the event of reorganization, restructuring, or similar circumstances, except that the Executive shall have a senior executive position at all times during the Agreement Term while he is employed by the Company. (f) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on of the boards of directors of other organizations, and similar type of activities, to the extent that such other activities do not, in the judgement of the Board, materially not inhibit or prohibit the performance of the Executive's duties under this Agreement, or conflict in any material way with the business of the Company Company, the Holding Company, or any Subsidiary; provided, however, that except as otherwise expressly provided in this Agreement, the Executive shall not serve on the board of any business, or hold any position with any business without the consent of the Board and the CEO of the Company. (eg) The Executive will be required to maintain a residence in Bermuda while employed by the Company. (h) The Company will use its reasonable best efforts to maintain a Bermuda work permit for the Executive. The Executive shall cooperate with the Company and the appropriate authorities in maintaining such permit. The Executive's employment by the Company is conditioned upon the Company's ability to keep current all required work permits, and except as otherwise provided in this paragraph 1(h), the Company shall have no further obligation to the Executive if, after employing its reasonable best efforts, it is unable to maintain such permits. If despite the Company's best efforts to maintain the Bermuda work permit, the work permit is terminated or revoked by the Government of Bermuda through no fault of the Executive, then the Executive shall be deemed to have received written notice from the Company that his Date of Termination is the date on which the termination or revocation of his or her work permit is effective, and the Executive shall be entitled to the benefits provided for Termination by the Company under Section 3(g). In addition, the Company shall reimburse the Executive for reasonable costs actually incurred by the Executive and the members of his or her immediate family to relocate to the nation in which the Executive maintains citizenship; provided, however, that such reimbursement shall be made only if such relocation occurs within a reasonable time following such Date of Termination. The reasonableness of the cost and time of relocation shall be determined by the Board of Directors of the Company. (i) Subject to the provisions of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Executive shall be considered "Disabled" during any period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, the Company may refer the same to a mutually acceptable licensed practicing physicianphysician of the Company's choice, and the Executive agrees to submit to such tests and examinations examination as such physician shall deem appropriate. (j) The "Agreement Term" shall be the period beginning on the Effective Date and ending on the first anniversary of the Effective Date; provided, however, that such Agreement Term shall automatically be renewed daily, such that at any time on or after the Effective Date, the remaining term shall equal one year. However, such additional day-to-day renewals may be terminated by either party be delivering written notice of such termination to the other party, in accordance with the requirements of paragraph 18. The cessation of the automatic renewals shall be effective on the date such written notice is deemed to be given to the other party in accordance with paragraph 18, such that the Agreement term shall end on the one-year anniversary of the date such written notice is deemed given to the other party. For purposes of this Agreement, a Notice of Termination, as described in paragraph 3(i), shall be deemed to be a notice to terminate day-to-day renewals. (k) For purposes of this Agreement, the term "Subsidiary" shall mean any company (regardless of whether incorporated) during any period in which 50% or more of the total combined voting power of all classes of stock (or other ownership interest) entitled to vote is owned, directly or indirectly, by the Company.

Performance of Services. The Executive's ’s employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its President and Chief Executive Officer Vice President, Projects during the Agreement Term (as defined below), ) and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed by the Company, the Executive shall be a member of the Board of Directors of the Company (the "Board"). (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his full time, energies and talents to serving as its President and Chief Executive Officer. (c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions direction of the BoardCompany President. The Executive's ’s duties may shall include providing services for both the Company and the Subsidiaries its Affiliates (as defined belowused herein, Company shall mean and include the Company and all of its Affiliates), as determined by the Board; provided, that the Executive shall not, without his consent, be assigned tasks that would interfere or be inconsistent with those of President and Chief Executive OfficerVice President, Projects. The Executive will have such authority, power, responsibilities and duties as are traditional and inherent to his positions position at ATP (and the undertakings applicable to his position) and necessary to carry out his responsibilities and the duties required of him hereunder. (dc) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, Term the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other profit or not-for-profit organizations, and similar type activities, to the extent that such other activities do not, in the judgement judgment of the BoardCompany President, materially inhibit or prohibit the performance of the Executive's ’s duties under this Agreement, Agreement or conflict in any material way with the business of Company’s business. The Executive will make periodic reports as requested by the Company or any SubsidiaryPresident indicating the nature of activities falling within this provision. (ed) Subject to the provisions terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is DisabledDisabled (as defined in paragraph 3(b)). (e) The “Agreement Term” shall be the period beginning on the Effective Date and ending on November 30, 2008. On each anniversary of the Effective Date, this Agreement shall automatically be extended for an additional one-year period, unless either party to this Agreement provides notice of non-renewal to the other party at least 6 months before any anniversary of the Effective Date. The Executive term “Agreement Term” shall be considered "Disabled" during also include any renewal period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, under the foregoing provisions of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, the Company may refer the same to a mutually acceptable licensed practicing physician, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriateparagraph 1(e).

Performance of Services. The Executive's ’s employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its Senior Vice President and Chief Executive Officer during the Agreement Term (as defined below), ) and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed by the Company, the Executive shall be a member of the Board of Directors of the Company (the "Board"). (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his full time, energies and talents to serving as its President and Chief Executive Officer. (c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions direction of the BoardCompany President. The Executive's ’s duties may shall include providing services for both the Company and the Subsidiaries its Affiliates (as defined belowused herein, Company shall mean and include the Company and all of its Affiliates), as determined by the Board; provided, that the Executive shall not, without his consent, be assigned tasks that would interfere or be inconsistent with those of President and Chief Executive OfficerSenior Vice President. The Executive will have such authority, power, responsibilities and duties as are traditional and inherent to his positions position at ATP (and the undertakings applicable to his position) and necessary to carry out his responsibilities and the duties required of him hereunder. (dc) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, Term the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other profit or not-for-profit organizations, and similar type activities, to the extent that such other activities do not, in the judgement judgment of the BoardCompany President, materially inhibit or prohibit the performance of the Executive's ’s duties under this Agreement, Agreement or conflict in any material way with the business of Company’s business. The Executive will make periodic reports as requested by the Company or any SubsidiaryPresident indicating the nature of activities falling within this provision. (ed) Subject to the provisions terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is DisabledDisabled (as defined in paragraph 3(b)). (e) The “Agreement Term” shall be the period beginning on the Effective Date and ending on November 30, 2008. On each anniversary of the Effective Date, this Agreement shall automatically be extended for an additional one-year period, unless either party to this Agreement provides notice of non-renewal to the other party at least 6 months before any anniversary of the Effective Date. The Executive term “Agreement Term” shall be considered "Disabled" during also include any renewal period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, under the foregoing provisions of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, the Company may refer the same to a mutually acceptable licensed practicing physician, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriateparagraph 1(e).

Performance of Services. The Executive's employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its President and Chief Executive Officer during the Agreement Term (as defined below)Term, and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed by the Company, the Executive shall be a member of the Board of Directors of the Company (the "Board"). (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his full time, energies and talents to serving as its President Senior Vice President, Human Resources, or in such other position to which the Executive may be appointed by the Executive's Supervisor from time to time; provided that in no event shall the Executive be appointed to a position having a rank of less than Senior Vice President. To the extent the Company determines to be necessary or appropriate, the Company may change the Executive's Supervisor, and Chief Executive Officerthe Executive's reporting relationships. (c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the BoardExecutive's Supervisor. The Executive's duties may include providing services for both the Company and the Subsidiaries (as defined below)Affiliates, as determined by the BoardExecutive's Supervisor; provided, provided that the Executive shall not, without his consent, be assigned tasks duties that would be inconsistent with those of President and Chief Executive Officera Senior Vice President. The Executive will shall have such authority, power, responsibilities and duties as are inherent in his position(s) (and the undertakings applicable to his positions position(s)) and necessary to carry out his responsibilities and the duties required of him hereunder. (d) Notwithstanding the foregoing provisions of this paragraph 12, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar type types of activities, to the extent that such other activities do not, in the judgement judgment of the Boardhis Supervisor, materially inhibit or prohibit the performance of the Executive's duties under this Agreement, or conflict in any material way with the business of the Company or any SubsidiaryAffiliate. The Executive shall not serve on the board of any business, or hold any other significant position with any business, without the consent of his Supervisor. (e) Subject to the provisions terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Executive shall be considered "Disabled" during any During the period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, the Company may refer appoint a temporary replacement to assume the same to a mutually acceptable licensed practicing physician, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriateExecutive's responsibilities.

Performance of Services. The Executive's employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its President Chairman, President, and Chief Executive Officer during the Agreement Term (as defined below), and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During . (b) Not later than the Agreement Term, while he is employed by the CompanyEmployment Commencement Date, the Executive shall be a member of elected to the Board of Directors of the Company (the "Board")) and to the position of its Chairman and, for the duration of the Agreement Term, while the Executive is employed by the Company, he shall continue to serve as Chairman of the Board, and shall be a member of the Executive Committee of the Board. The Executive shall provide a list of acceptable candidates for nomination to the Board, and the committees of the Board. The Board shall give full consideration to such list of candidates. A similar procedure will apply for filling vacancies. The Company's by-laws shall be amended to reflect this procedure to the extent that such amendment is necessary to require such procedure. (bc) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his full time, energies and talents to serving as its President Chairman, President, and Chief Executive Officer. (cd) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Board. The Executive's duties may include providing services for both the Company and the Subsidiaries (as defined below), as determined by the Board; provided, provided that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President Chairman, President, and Chief Executive Officer. The Executive will shall report to the Board and shall have such authority, power, responsibilities and duties as are inherent in his positions (and the undertakings applicable to his positions positions) and necessary to carry out his responsibilities and the duties required of him hereunder. (d) . The Executive will also be subject to the Company policies that are applicable to the Company's other senior management employees. Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar type types of activities, to the extent that such other activities do not, in the judgement judgment of the Board, materially inhibit or prohibit the performance of the Executive's duties under this Agreement, or conflict in any material way with the business of the Company or any Subsidiary; provided, however, that the Executive shall not serve on the board of any business, render to others services of any kind for compensation, or hold any other position with any business, without the consent of the Board. For purposes of the preceding sentence, Board approval is deemed to be granted to the Executive to serve on the board of directors of ▇▇▇▇▇-▇▇▇▇▇▇▇ Corporation and Enron Corporation. (e) Subject to the provisions terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Executive shall be considered "Disabled" during any period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, the Company may refer the same to a mutually acceptable licensed practicing physicianphysician of the Company's choice, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriate. During the period in which the Executive is Disabled, the Company may appoint a temporary replacement to assume the Executive's responsibilities. (f) The "Agreement Term" shall be the period beginning on the February 27, 2001 (the "Employment Commencement Date") and ending on the three-year anniversary of the Employment Commencement Date. Thereafter, the Agreement Term will be automatically extended for twelve-month periods, unless one party to this Agreement provides notice of non-renewal to the other at least 60 days before the last day of the Agreement Term. (g) For purposes of this Agreement, the term "Subsidiary" shall mean any corporation, partnership, joint venture or other entity during any period in which at least a fifty percent interest in such entity is owned, directly or indirectly, by the Company (or a successor to the Company).

Performance of Services. The Executive's ’s employment with the Company Employer shall be subject to the following: (a) Subject to the terms of this Agreement, the Company Employer hereby agrees to employ the Executive as its President and Chief Executive Officer during the Agreement Term (as defined below), and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed by the Company, the Executive shall be a member serve as the President and Chief Operating Officer of the Board of Directors of the Company (the "Board")Parent Company. (b) During the Agreement Term, while the Executive is employed by the Employer, his main office shall be at the Parent Company’s office in Orange County, California. (c) During the Agreement Term, while the Executive is employed by the Employer, the Executive shall devote his full time, energies and talents to serving as its President and Chief Executive OfficerOperating Officer of the Employer and of the Parent Corporation. (cd) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Chief Executive Officer or the Board of Directors of the Parent Corporation (the “Board”). The Executive's ’s duties may include providing services for both the Parent Company and the Subsidiaries (as defined below), as determined by the Board; provided, that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive OfficerOfficer or the Board. The Executive will shall report to the Chief Executive Officer and shall have such authority, power, responsibilities and duties as are inherent in his positions (and the undertakings applicable to his positions positions) and necessary to carry out his responsibilities and the duties required of him hereunder. (de) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar type types of activities, to the extent that that, in the judgment of the Board, such other activities do not, in the judgement of the Board, materially not inhibit or prohibit the performance of the Executive's ’s duties under this Agreement, or conflict in any material way with the business of the Parent Company or any Subsidiary; provided, however, that the Executive shall not serve on the board of any business, hold any other position with any business, or otherwise engage in any business activity, without the consent of the Board. (ef) Subject to the provisions terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Executive shall be considered "“Disabled" ” during any period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled or Permanently Disabled, the Company Board may refer the same to a mutually acceptable licensed practicing physicianphysician of the Board’s choice, and reasonably acceptable to the Executive, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriate. During the period in which the Executive is Disabled, the Board may appoint a temporary replacement to assume the Executive’s responsibilities. (g) The “Agreement Term” shall be the period beginning on the Effective Date and ending on the two year anniversary of the Effective Date. (h) For purposes of this Agreement, the term “Subsidiary” shall mean any corporation, partnership, joint venture or other entity during any period in which at least a fifty percent interest in such entity is owned, directly or indirectly, by the Parent Company (or a successor to the Parent Company), including the Employer.

Performance of Services. The Executive's employment with the Company shall be subject to the following: (a) Subject to the terms of ’s services under this Agreement, which are global in nature, shall be performed in Bermuda, however, Executive may be reasonably requested by the Company hereby agrees to employ perform services elsewhere in accordance with the Executive as its President and Chief Executive Officer during guidelines established by the Agreement Term (as defined below), and Company from time to time for the Executive hereby agrees to remain in location of the employ performance of services on behalf of the Company during and its subsidiaries. The Executive acknowledges that the Agreement TermCompany may require the Executive to travel to the extent such travel is reasonably necessary to perform the services hereunder and that such travel may be extensive. During To the Agreement Term, while he is employed extent reasonably requested by the Company, the Executive shall be allocate greater business time to a member of the Board of Directors of the Company (the "Board")location other than his principal business location, if necessary. (bi) During To the Agreement Term, while extent that Executive’s service with the Executive is employed by the Company, the Executive shall devote his full Company or any of its Affiliates triggers at any time, energies and talents only for tax years from and after January 1, 2006 and ending on December 31, 2008, an obligation to serving as its President and Chief Executive Officer. (c) The Executive agrees that he shall perform his duties faithfully and efficiently subject pay federal, state or local tax in the United States at any time, including but not limited to the directions taxes imposed under Section 409A and/or Section 4999 of the Board. The Executive's duties may include providing services for both the Company and the Subsidiaries Code (as defined below), as determined by the Board; provided, that the Company shall indemnify and hold Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Officer. The Executive will have harmless from any such authority, power, responsibilities and duties as are inherent to his positions and necessary to carry out his responsibilities and the duties required of him hereunder. (d) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership obligations on the boards of directors of other organizations, and similar type activities, to the extent that such other activities do not, in the judgement of the Board, materially inhibit or prohibit the performance of the Executive's duties under this Agreement, or conflict in any material way with the business of amounts he received from the Company or any Subsidiary. of its Affiliates with respect to his employment, that is subject to federal, state or local tax, including any interest and penalties thereon, any reasonable costs incurred by Executive in connection therewith (eincluding, without limitation, reasonable costs of preparing and filing tax returns, reasonable costs of any audit or other proceeding, and reasonable costs of enforcing his rights hereunder), and a full gross up for any tax required to be paid with respect to any indemnity payment hereunder. In addition, the foregoing indemnity shall apply with respect to any taxes, interest and penalties with respect to (i) Subject the vesting of the Restricted Shares (as defined below), (ii) the exercise of any stock options in 2008 and (iii) the Transaction Bonus, the Stay Bonus and the Amendment Payment. No payments other than those set forth in this Section 3(c) shall be subject to the provisions tax indemnity, unless expressly approved by the Board of Directors. Other than as set forth in this AgreementSection 3(c), the Executive shall be responsible for the payment of all taxes, interest and penalties in respect of compensation paid to him for the services to be performed hereunder. Notwithstanding anything herein to the contrary, this provision shall survive the termination of Executive’s employment. At the Company’s discretion, any payment under this Section 3(c) shall be paid to or for the benefit of the Executive either (i) not be later than the time the Company or one of its Affiliates is required to perform services under this Agreement during withhold federal, state or local tax in the United States with respect to the Executive, with respect to the amount required to be so withheld, or (ii) not later than at least two (2) business days before an amount is paid or required to be paid by the Executive to a taxing authority in the United States, with respect to any period other amount; provided that he is Disabled. The the Company shall notify the Executive shall be considered "Disabled" during any period of the manner in which he has a physical it elects to make such payment at least ten (10) business days prior to the date such payment is required to be made, but, in all events, not later than the end of the taxable year of the Executive next following the taxable year of the Executive in which the Executive (or mental disability which renders him incapablethe Company, after reasonable accommodationon the Executive’s behalf) remits the related taxes (or, of performing his duties under this Agreement. In in the event of an audit or litigation with respect to such tax liability under this Section 3(c), not later than the end of the taxable year of the Executive next following the taxable year of the Executive in which there is a dispute as final resolution of such audit or litigation (whether by reason of completion of the audit, entry of a final and non-appealable judgment, final settlement, or otherwise). (ii) Notwithstanding the generality of the timing provisions contained in Section 3(c)(i), the parties shall adhere to whether this Section 3(c)(ii) with respect to the Executive’s estimated tax payment due on September 15, 2008. On or before September 5, 2008, the Executive’s tax advisor (the “Tax Advisor”) shall deliver to the Company a reasonable and good faith estimate of the federal, state and local taxes in the United States the Executive is Disabledexpected to owe with respect to the payments made (or to be made) by the Company to the Executive through September 15, 2008 that are subject to the indemnification provisions of this Section 3(c) for the Executive’s tax year ending December 31, 2008 (“Executive’s Estimated Tax Liability”), together with a draft of the statements to be remitted to the relevant taxing authorities showing the amount of the Executive’s Estimated Tax Liability. Absent manifest error, provided such estimate of the Executive’s Estimated Tax Liability and supporting statements are so delivered, the Company may refer shall remit payment in the amount of the Executive’s Estimated Tax Liability to the Tax Advisor on or before September 10, 2008 in the same manner as it has previously remitted similar payments to a mutually acceptable licensed practicing physicianthe Tax Advisor (for the purposes of being paid to the federal, state and local tax authorities in the United States on behalf of the Executive). (iii) To the extent that the amount of the Company’s liability to the Executive under this Section 3(c) is determined to be less than the aggregate amount remitted to the Tax Advisor for the Executive’s estimated tax liability for the tax year ending December 31, 2008, the Executive shall promptly advise the Company of such fact promptly after such determination is made, and the Executive agrees that he will refund such difference to submit to such tests the Company within ten days following the date on which the Executive’s federal, state and examinations as such physician shall deem appropriatelocal tax liability in the United States for the tax year ending December 31, 2008 is final and fixed.

Performance of Services. The Executive's ’s employment with the Company shall be subject to the following: (a) Subject The Executive shall perform and discharge well and faithfully such duties for the Company as may be lawfully assigned to the terms of this Agreement, the Company hereby agrees Executive from time to employ the Executive as its President and Chief Executive Officer during the Agreement Term (as defined below), and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed time by the Company, the Executive shall be a member of the Board of Directors of the Company (the "Board"). (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his full time, energies and talents to serving as its President and Chief Executive Officer. (c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Board. The Executive's ’s duties may include providing services for both the Company and the Subsidiaries Affiliates (as defined below), as determined by the Board; provided, provided that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of the President and Chief Executive Officer. The Executive will have such authority, power, responsibilities and duties as are inherent to his positions and necessary to carry out his responsibilities and shall comply with the duties required of him hereunderCompany’s written policies or rules adopted by the Board or an authorized committee thereof. (db) The Executive shall devote his full business time, attention and energies to the business of the Company. Notwithstanding the foregoing provisions of this paragraph 1Paragraph 2, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of organizations other than business organizations, and similar type types of activities, to the extent that such other activities do not, in the judgement judgment of the Board, materially inhibit or prohibit the performance of the Executive's ’s duties under this Agreement, or conflict in any material way with the business of the Company or any SubsidiaryAffiliate. The Executive shall not serve on the board of any business, or hold any other position with any business, or otherwise engage in any business activity, without the prior written consent of the Board, which consent shall not be unreasonably withheld. (c) The Executive understands and agrees that his duties will include his providing personal services to customers of the Company and the Affiliates. The Executive understands and agrees that, as a condition of performing services for such customers, it may be necessary to agree to reasonable restrictions imposed for the protection of the customer (including, without limitation, confidentiality restrictions), and agrees to abide by such reasonable restrictions. (d) The Executive acknowledges and agrees that he owes a duty of loyalty and fidelity under the laws of Ohio and applicable federal law to act at all times in the best interests of the Company. In keeping with these duties, the Executive shall make full disclosure to the Company of all business opportunities pertaining to the Company’s business and shall not appropriate for the Executive’s own benefit any such opportunities. (e) Subject to the provisions terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Executive shall be considered "Disabled" during any period in which he has a physical or mental disability which renders him incapable, after reasonable accommodationaccommodation by the Company, of performing his duties under this Agreementthe Agreement (whether the Executive’s incapacity is temporary or as a result of Executive becoming Permanently Disabled). In the event of a dispute as to whether the Executive is Disabledincapable of performing his duties, the Company may refer the same to a mutually acceptable licensed practicing physicianphysician selected by the Company and reasonably approved by the Executive, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriate. During the period in which the Executive is disabled, the Company may appoint a temporary replacement to assume the Executive’s responsibilities. For purposes of this Agreement, the Executive shall be considered “Permanently Disabled” if, during any consecutive period of 120 days or more, the Executive has a physical or mental disability which renders the Executive incapable, after reasonable accommodation by the Company, of performing the Executive’s duties on a permanent, full-time basis, and such disability is reasonably expected by the Board to be of a long-term nature. In the event of Executive’s being considered “Permanently Disabled,” the Company may terminate Executive’s employment and the Term pursuant to Section 5(b) of this Agreement. (f) For purposes of this Agreement, the term “Affiliate” means any entity which would be treated as the “employer” pursuant to Treasury Regulation Section 1.409A-1(h)(3), which generally includes (i) any entity which owns at least a fifty percent interest in the Company, or (ii) any entity in which at least a fifty percent interest is owned, directly or indirectly, by the Company,

Performance of Services. The Executive's ’s employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its Vice President and Chief Executive Officer Controller during the Agreement Term (as defined below), ) and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed by the Company, the Executive shall be a member of the Board of Directors of the Company (the "Board"). (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his full time, energies and talents to serving as its President and Chief Executive Officer. (c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions direction of the BoardCompany President. The Executive's ’s duties may shall include providing services for both the Company and the Subsidiaries its Affiliates (as defined belowused herein, Company shall mean and include the Company and all of its Affiliates), as determined by the Board; provided, that the Executive shall not, without his consent, be assigned tasks that would interfere or be inconsistent with those of Vice President and Chief Executive OfficerController. The Executive will have such authority, power, responsibilities and duties as are traditional and inherent to his positions position at ATP (and the undertakings applicable to his position) and necessary to carry out his responsibilities and the duties required of him hereunder. (dc) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, Term the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other profit or not-for-profit organizations, and similar type activities, to the extent that such other activities do not, in the judgement judgment of the BoardCompany President, materially inhibit or prohibit the performance of the Executive's ’s duties under this Agreement, Agreement or conflict in any material way with the business of Company’s business. The Executive will make periodic reports as requested by the Company or any SubsidiaryPresident indicating the nature of activities falling within this provision. (ed) Subject to the provisions terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is DisabledDisabled (as defined in paragraph 3(b)). (e) The “Agreement Term” shall be the period beginning on the Effective Date and ending on November 30, 2008. On each anniversary of the Effective Date, this Agreement shall automatically be extended for an additional one-year period, unless either party to this Agreement provides notice of non-renewal to the other party at least 6 months before any anniversary of the Effective Date. The Executive term “Agreement Term” shall be considered "Disabled" during also include any renewal period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, under the foregoing provisions of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, the Company may refer the same to a mutually acceptable licensed practicing physician, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriateparagraph 1(e).

Performance of Services. The Executive's ’s employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its chief executive officer, with the titles of President and Chief Executive Officer during the Agreement Term (as defined below), and the Executive hereby agrees to remain in the employ of the Company accept such employment during the Agreement Term. During the Agreement Term, while he is employed by the Company, the Executive shall be a member of nominated for election to the Board of Directors of the Company (the "“Board"”), so long as he is Chief Executive Officer. The Executive is also currently Chairman of the Board and shall continue in such role until the Executive or Company otherwise determines. The “Agreement Term” shall be the period beginning on the Effective Date and ending on December 31, 2014. (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his full time, energies and talents to serving as its President and Chief Executive Officer. (c) The Executive agrees that he shall perform his duties faithfully and efficiently to the best of his abilities subject to the directions of the Board. The Executive's ’s duties may include providing services for both the Company and the Subsidiaries (as defined below), as determined by the Board; provided, however, that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive OfficerOfficer of the Company. The Executive will have such authority, power, responsibilities and duties as are inherent to his positions (and the undertakings applicable to his positions) and necessary to carry out his responsibilities and the duties required of him hereunder. For purposes of this Agreement, the term “Subsidiary” shall mean any corporation, partnership, joint venture or other entity during any period, in which at least a majority interest in such entity is owned, directly or indirectly, by the Company (or a successor to the Company). (d) Notwithstanding the foregoing provisions of this paragraph 1, or any other provision of this Agreement, during the Agreement Term, the Executive may continue as a director of those entities of which he is a member of the board of directors as of the Effective Date as listed on Schedule 1. In addition, notwithstanding the foregoing provisions of this paragraph 1, or any other provision of this Agreement, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision investment in, management of and engagement in businesses set forth on Schedule 2 and similar or related entities, management of his personal investments, investments and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar type activities, to the extent that such other activities do not, in the judgement reasonable judgment of the Board, materially inhibit or prohibit the performance of the Executive's ’s duties under this Agreement, or conflict in any material way with the business of the Company or any Subsidiary; provided, however, that the Executive shall obtain approval of the Board prior to nomination or seeking election to the board of directors of any company not listed on Schedule 1, and such approval shall not be unreasonably withheld. (e) Subject The Company shall, to the provisions of this Agreementmaximum extent permitted by applicable law, protect, defend, indemnify and hold harmless the Executive against any costs, losses, expenses, claims, suits, proceedings, investigations, damages or liabilities to which the Executive may become subject which arise out of, are based upon or relate to, or are alleged to so arise, be based upon or to relate to the Executive’s employment by the Company (and any Subsidiary) or the Executive’s service to the Company (and any Subsidiary) as an employee, officer or member of the Board, including, without limitation, reimbursement on a current basis, upon submission of invoices, for any legal or other expenses reasonably incurred by the Executive in connection with investigating and defending against any such costs, losses, expenses, claims, suits, proceedings, investigations, damages or liabilities; provided, however, that the Company shall not be required to perform services pay any amounts under this Agreement during paragraph except upon receipt of an unsecured undertaking by the Executive to repay any period such amounts as to which it shall ultimately be determined by a court of competent jurisdiction that he the Executive is Disablednot entitled to indemnification by the Company. The Executive shall will be considered "Disabled" covered under the Company’s directors and officers insurance policy during the Agreement Term and for such period following the Date of Termination during which any period in which he has a physical action may be brought against the Executive related to the matters above, so long as the Company maintains such coverage for any director or mental disability which renders him incapable, after reasonable accommodation, officer of performing his duties the Company. The Company’s obligations under this Agreement. In the event paragraph 1(e) shall survive termination or expiration of a dispute as to whether the Executive is Disabled, this Agreement and any termination of Executive’s employment with the Company may refer the same to a mutually acceptable licensed practicing physician, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriateor its affiliates.

Performance of Services. The Executive's ’s employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its President and Chairman, Chief Executive Officer and President during the Agreement Term (as defined below), and the Executive hereby agrees to remain serve in the employ of the Company such capacity during the Agreement Term. . (b) During the Agreement Term, while he the Executive is employed by the Company, the Executive shall be a member of the Board of Directors of the Company (the "“Board")”) shall use its best efforts to cause the Executive to be reelected as a member of the Board. It is understood by the parties that, pursuant to its fiduciary responsibilities, duty of care and obligations with respect to corporate governance, the Board may determine that it is appropriate for the position of Chairman of the Board to be held by a director who is not an employee or officer of the Company. If two-thirds of the Board affirmatively vote at a meeting of the Board called and held for such purpose that it is appropriate to separate the positions of Chairman and CEO, notwithstanding any other provisions of the Agreement, the occurrence of such a determination by the Board resulting in the failure of the Executive to be reelected as the Chairman of the Board will not constitute Good Reason or a breach of this Agreement, provided that Executive concurs with the decision. In addition, this determination will not result in any change to the Executive’s remuneration under the terms of this Agreement. (bc) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Board, and the Executive shall have the authority and duty generally to supervise and direct the business of the Company, subject only to the control and direction of the Board. The Executive’s duties may include providing services for both the Company and the Subsidiaries (as defined below) as determined by the Board; provided that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of Chairman, President and Chief Executive Officer. The Executive shall report to the Board and shall have such authority, power, responsibilities and duties as are set forth in the Company’s Bylaws and as are inherent in his positions (and the undertakings applicable to his positions) and necessary to carry out his responsibilities and the duties required of him hereunder. (d) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his full time, energies and talents to serving as its President and Chief Executive Officer. (c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Board. The Executive's duties may include providing services for both the Company and the Subsidiaries (as defined below)Chairman, as determined by the Board; provided, that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Officer. The Executive will have such authority, power, responsibilities and exert his best efforts in the performance of his duties as are inherent an employee of the Company and will remain loyal to the Company during the term of his positions and necessary to carry out his responsibilities and the duties required of him hereunderemployment. (de) The Executive may be asked to submit to drug testing as a condition of continued employment and consents to such testing as determined by the Company to be appropriate. (f) The Executive will comply with the Company’s Code of Conduct. The Board has the right to make and enforce any other rules and regulations generally applicable to other senior officers that will govern Executive’s employment provided that they are not contrary to the Agreement. (g) The Executive acknowledges and agrees that the Executive owes a fiduciary duty of loyalty, fidelity, and allegiance to act at all times in the best interests of the Company and its shareholders, in accordance with Delaware law. In keeping with these duties, the Executive shall make full disclosure to the Company of all business opportunities pertaining to the Company’s business and shall not appropriate for the Executive’s own benefit business opportunities concerning the subject matter of the fiduciary relationship. (h) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizationsorganizations (as limited by the Company’s Corporate Governance Guidelines), and similar type types of activities, to the extent that such other activities do not, in the judgement judgment of the Board, materially inhibit or prohibit the performance of the Executive's ’s duties under this Agreement, or conflict in any material way with the business of the Company or any Subsidiary; provided, however, that the Executive shall not serve on the board of any business, hold any other position with any business, or otherwise engage in any business activity, without the consent of the Board. (ei) Subject to the provisions terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Executive shall be considered "“Disabled" ” during any period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, incapable of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is DisabledDisabled or Permanently Disabled (as defined in paragraph 3(b)), the Company may refer the same to a mutually acceptable licensed practicing physicianphysician of the Company’s choice and reasonably acceptable to the Executive, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriate. During the period in which the Executive is Disabled, the Company may appoint a temporary replacement to assume the Executive’s responsibilities. (j) The “Agreement Term” shall be determined as follows: (i) The Agreement Term shall begin as of the Effective Date. (ii) The Agreement Term shall end on the two-year anniversary of the Effective Date; provided that, subject to subparagraph (iii) below, beginning on the Effective Date, the Agreement Term shall, on a daily basis, be automatically extended by one day. As a result of this day-to-day extension, and subject to subparagraph (iii) below, at any time after the Effective Date, the Agreement Term shall be two years. Notwithstanding the foregoing, the Agreement Term will in no case extend beyond January 30, 2016. (iii) Either party may, at any time during the Agreement Term, cease the automatic extensions otherwise provided in subparagraph (ii) above, by delivery to the other party of written notice of such cessation. Such cessation of extensions will not be effective earlier than the date of delivery of such notice. For the avoidance of doubt, the end of the Agreement Term shall not be less than two years following the delivery of the written notice of cessation referred to in this subparagraph (iii). No amounts shall be payable under paragraph 4 by reason of the end of the Agreement Term or termination of the Executive’s employment on or after January 30, 2016; provided, however, that the foregoing shall not prevent the Executive from receiving benefits (salary through date of termination, earned but unpaid bonus amounts as provided in Section 4(a), Pension as provided in Section 2(g), and other benefits in the nature of those provided in Section 4(a)) to the extent otherwise payable commencing following the end of employment. (k) For purposes of this Agreement, the term “Subsidiary” shall mean any corporation, partnership, joint venture or other entity during any period in which at least a fifty percent interest in such entity is owned, directly or indirectly, by the Company (or a successor to the Company).

Performance of Services. The Executive's employment with the Company shall be subject to the following: (a) Subject to the terms provisions of this Agreement, the Company hereby agrees to employ the Executive as its President Chairman and Chief Executive Officer Internal Consultant of the Company and of LaSalle Re Holdings Limited (the "Holding Company") during the Agreement Term (as defined below), and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed by the Company, the Executive shall be a member of the Board of Directors of the Company (the "Board"). (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his full time, energies and talents to serving as its President and Chief Executive Officerperforming his duties under this Agreement. (c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the Board. The Executive's duties may include providing services for both the Company, the Holding Company and the Subsidiaries (as defined below), as determined by the Board.; provided, that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Officerhis position at the Company. The Executive will have such authority, power, responsibilities authority and duties power as are inherent to the undertakings applicable to his positions and necessary to carry out his responsibilities and the duties required of him hereunder. (d) While the Executive is employed by the Company, he shall be subject to the duties that generally apply to the Company's directors, officers, and employees (including, without limitation, the duty of loyalty to the Company). (e) The Executive shall represent the Company in all places where it does business, but shall have no authority to act for the Company outside Bermuda, to make decisions on behalf of the Company outside Bermuda, or to bind the Company with respect to actions outside Bermuda. (f) Notwithstanding the foregoing provisions of this paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including chairmanship or membership of the London Underwriting Centre Board, membership of International Underwriters Association, memberships of the boards of directors of or consultancies with CNA and its affiliates, acting as a managing director of CNA Underwriting Agencies Limited, the supervision of his personal investments, and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on of the boards of directors of or consultancies with other organizations, and similar type of activities, to the extent that such other activities do not, in the judgement of the Board, materially not inhibit or prohibit the performance of the Executive's duties under this Agreement, or conflict in any material way with the business of transacted by the Company or any Subsidiary; provided, however, that except as otherwise expressly provided in this Agreement, the Executive shall not serve on the board of any entity engaged in the business of transacting reinsurance, or hold any position with any entity engaged in the transaction of such business, without the consent of the Board. (eg) Subject to the provisions of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Executive shall be considered "Disabled" during any period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, the Company may refer the same to a mutually acceptable licensed practicing physicianphysician of the Company's choice, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriate. (h) the "Agreement Term" shall be the period beginning on the Effective Date and ending on September 30, 2003. (i) For purposes of this Agreement, the term "Subsidiary" shall mean any company (regardless of whether incorporated) during any period in which 50% or more of the total combined voting power of all classes of stock (or other ownership interest) entitled to vote is owned, directly or indirectly, by the Company.

Performance of Services. The Executive's ’s employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its President and Chief Executive Officer during the Agreement Term (as defined below), and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed by the Company, the Executive shall be a member of the Board of Directors of the Company (the "Board"). (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his full time, energies and talents to serving as its President and Chief Executive Investment Officer. (cb) The Executive shall report to the Chief Executive Officer of the Company. The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the BoardChief Executive Officer of the Company. The Executive's ’s duties may include providing services for both the Company and the Subsidiaries (as defined below), as determined by the Board of Trustees of the Company (the “Board”); provided, that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Investment Officer. The Executive will shall have such authority, power, responsibilities and duties as are inherent in his positions (and the undertakings applicable to his positions positions) and necessary to carry out his responsibilities and the duties required of him hereunder. (dc) Notwithstanding the foregoing provisions of this paragraph 12, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar type types of activities, to the extent that such other activities do not, not in the judgement judgment of the Board, materially inhibit or prohibit the performance of the Executive's ’s duties under this Agreement, or conflict in any material way with the business of the Company or any Subsidiary. (e) Subject to the provisions of this Agreement; provided, however, that the Executive shall not serve on the board of any business, or hold any other position with any business, without the consent of the Board. (d) The term “Subsidiary” shall mean any person with whom the Company is considered to be required to perform services a single employer under this Agreement during any period that he is Disabled. The Executive shall section 414(b) of the Code and all persons with whom the Company would be considered "Disabled" during any period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, single employer under section 414(c) of performing his duties under this Agreement. In the event Code but using an ownership standard of a dispute as to whether the Executive is Disabled, the Company may refer the same to a mutually acceptable licensed practicing physician, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriate“more than 50%” rather than “at least 80%” where applicable.

Performance of Services. The Executive's ’s employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its President and Chief Executive Officer during During the Agreement Term (as defined below), and subject to the Executive hereby agrees to remain in the employ terms of the Company during the Agreement Term. During the Agreement Term, while he is employed by the Companythis Agreement, the Executive shall be employed by the Company and shall occupy the position of President – Sales and Marketing of the Company. The Executive agrees to serve in that position or in such other offices or positions with the Company or a member of Subsidiary (as defined below), as shall, from time to time, be determined by the Board of Directors of the Company (the "“Board"”). (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his full time, energies and talents to serving as its President and Chief Executive Officeror such other position determined in accordance with Paragraph (a) above. During the Agreement Term, the Executive’s main office shall be at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. (c) The Executive agrees that he shall to perform his duties hereunder faithfully and efficiently subject to the directions of the Board. The Executive's ’s duties may include providing services for both the Company Company, Parent and the Subsidiaries (as defined below)Subsidiaries, as determined by the Board; , provided, that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Officer. The Executive will have or such authority, power, responsibilities and duties as are inherent to his positions and necessary to carry out his responsibilities and the duties required of him hereunderother position determined in accordance with Paragraph (a) above. (d) Notwithstanding the foregoing provisions of this paragraph Paragraph 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar type types of activities, to the extent that such other activities do not, in the judgement judgment of the Board, materially conflict with, inhibit or prohibit the performance of the Executive's ’s duties under this Agreement, or conflict in any material way with the business of the Company Company, Parent or any Subsidiary; provided, however, that the Executive shall not serve on the board of any business, or hold any other position with any business, without the consent of the Board. The Company acknowledges that Executive is a Manager and Member of Westwood Property Holdings LLC, the Company’s current landlord, and the Executive shall be entitled to devote reasonable time to the activities of Westwood Property Holdings LLC as may be needed; provided, however, that such devotion of time shall not hinder or interfere with the Executive’s duties to the Company. (e) Subject to the provisions terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he the Executive is Disabled. The Executive shall be considered "“Disabled" ” or under a “Disability” during any period in which he has a physical or mental disability which renders him the Executive incapable, after reasonable accommodation, of performing his the duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, the Company may refer the same to a mutually acceptable licensed practicing physicianphysician of the Company’s choice, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriate. At any time during the period in which the Executive is Disabled, the Company may appoint a temporary replacement to assume the Executive’s responsibilities. (f) The Company shall employ the Executive for the period beginning on February 5, 2007 and ending on April 15, 2009 (the “Initial Term”); subject, however, to earlier termination as provided herein. The Executive’s employment hereunder automatically shall be extended for one (1) additional year at the end of the Initial Term, and again each successive year thereafter. However, such annual extensions may cease by either party delivering written notice of such cessation to the other party; provided that such notice is delivered at least 60 days prior to the date on which extension is otherwise to occur. The period during which the Executive is employed pursuant to this Agreement shall be referred to as the “Agreement Term.” (g) For purposes of this Agreement, (i) the term “Parent” shall mean Emtec, Inc., a Delaware corporation, and (ii) the term “Subsidiary” shall mean any corporation, partnership, joint venture or other entity during any period in which at least a fifty percent interest in such entity is owned, directly or indirectly, by Parent (or a successor to Parent).

Performance of Services. The Executive's employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its President and Chief Executive Officer during the Agreement Term (as defined below)Term, and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed by the Company, the Executive shall be a member of the Board of Directors of the Company (the "Board"). (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his full time, energies and talents to serving as its President and the Chief Executive OfficerOfficer of the Company and U.S. Can. (c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the BoardExecutive's Supervisor. The Executive's duties may include providing services for both the Company and the Subsidiaries (as defined below)Affiliates, as determined by the BoardExecutive's Supervisor; provided, provided that the Executive shall not, without his consent, be assigned tasks duties that would be inconsistent with those of President and a Chief Executive OfficerOfficer of the Company and U.S. Can. The Executive will shall have such authority, power, responsibilities and duties as are inherent in his position(s) (and the undertakings applicable to his positions position(s)) and necessary to carry out his responsibilities and the duties required of him hereunder. (d) Notwithstanding the foregoing provisions of this paragraph 12, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar type types of activities, to the extent that such other activities do not, in the judgement judgment of the Boardhis Supervisor, materially inhibit or prohibit the performance of the Executive's duties under this Agreement, or conflict in any material way with the business of the Company or any SubsidiaryAffiliate. The Executive shall not serve on the board of any business, or hold any other significant position with any business, without the consent of his Supervisor. (e) Subject to the provisions terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Executive shall be considered "Disabled" during any During the period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, the Company may refer appoint a temporary replacement to assume the same to a mutually acceptable licensed practicing physician, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriateExecutive's responsibilities.

Performance of Services. The Executive's employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its President and Chief Executive Officer during the Agreement Term (as defined below)Term, and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. During the Agreement Term, while he is employed by the Company, the Executive shall be a member of the Board of Directors of the Company (the "Board"). (b) During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote his full time, energies and talents to serving as its Senior Vice President and Chief General Manager, Aerosol, or in such other position to which the Executive Officermay be appointed by the Executive's Supervisor from time to time; provided that in no event shall the Executive be appointed to a position having a rank of less than Senior Vice President and General Manager. To the extent the Company determines to be necessary or appropriate, the Company may change the Executive's Supervisor, and the Executive's reporting relationships. (c) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the BoardExecutive's Supervisor. The Executive's duties may include providing services for both the Company and the Subsidiaries (as defined below)Affiliates, as determined by the BoardExecutive's Supervisor; provided, provided that the Executive shall not, without his consent, be assigned tasks duties that would be inconsistent with those of a Senior Vice President and Chief Executive OfficerGeneral Manager. The Executive will shall have such authority, power, responsibilities and duties as are inherent in his position(s) (and the undertakings applicable to his positions position(s)) and necessary to carry out his responsibilities and the duties required of him hereunder. (d) Notwithstanding the foregoing provisions of this paragraph 12, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar type types of activities, to the extent that such other activities do not, in the judgement judgment of the Boardhis Supervisor, materially inhibit or prohibit the performance of the Executive's duties under this Agreement, or conflict in any material way with the business of the Company or any SubsidiaryAffiliate. The Executive shall not serve on the board of any business, or hold any other significant position with any business, without the consent of his Supervisor. (e) Subject to the provisions terms of this Agreement, the Executive shall not be required to perform services under this Agreement during any period that he is Disabled. The Executive shall be considered "Disabled" during any During the period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled, the Company may refer appoint a temporary replacement to assume the same to a mutually acceptable licensed practicing physician, and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriateExecutive's responsibilities.