Common use of Performance of Services Clause in Contracts

Performance of Services. The Executive’s employment with the Employer shall be subject to the following: (a) Subject to the terms of this Agreement, the Employer hereby agrees to employ the Executive during the Agreement Term (as defined below). During the Agreement Term, the Executive shall serve as the President and Chief Executive Officer of the 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 President and Chief Executive Officer of the Employer and of the Parent Corporation. (e) 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 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 Officer of the Parent Company. The Executive 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) and necessary to carry out his responsibilities and the duties required of him hereunder. (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, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar types of activities, to the extent that, in the judgment of the Board, such other activities do 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 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. (g) Subject to the 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 Board may refer the same to a licensed practicing physician 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 employment with the Employer shall be subject to the following: (a) Subject to the terms of this Agreement, the Employer hereby agrees to employ the Executive during the Agreement Term (as defined below). During the Agreement Term, the Executive shall serve as the President and Chief Executive Officer of the 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 Officer of the Employer and of the Parent Corporation. (e) 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 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 Officer of the Parent Company. The Executive 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) and necessary to carry out his responsibilities and the duties required of him hereunder. (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, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar types of activities, to the extent that, in the judgment of the Board, such other activities do 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 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. (g) Subject to the 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 Board may refer the same to a licensed practicing physician 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 ExecutiveOfficer’s employment with the Employer Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Employer Company hereby agrees to employ the Executive during Officer as its Chief Medical Officer, commencing January 31, 2015 or such other date as may be mutually agreed upon by the Agreement Term parties (as defined belowthe date of commencement of employment, the “Effective Date”). During the Agreement TermIn addition, the Executive Officer shall serve as the President and Chief Executive Medical Officer of InVivo Therapeutics Corporation, the Parent Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MA. (b) During While the Agreement Term, while the Executive Officer is employed by the EmployerCompany, 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 Officer shall devote his her full business time, energies and talents to serving as President and its Chief Executive Medical Officer. The Officer may, however, serve on outside Boards, to the extent that such activities do not materially inhibit or prohibit the performance of the Employer and Officer’s duties under this Agreement or conflict in any material way with the business of the Parent CorporationCompany or any subsidiary. (ec) The Executive 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 he she shall perform his 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’s duties may include providing services for the Parent Company and the Subsidiaries (as defined below), as determined by the Board; provided that the Executive Officer shall not, without his her consent, be assigned tasks that would be inconsistent with those of President and the Chief Executive Officer of the Parent CompanyMedical Officer. The Executive Officer shall report to the Board CEO and shall have such authority, power, responsibilities and duties as are inherent in his positions her position (and the undertakings applicable to his positionsher position) and necessary to carry out his her responsibilities and the duties required of him her hereunder. (fe) Notwithstanding The Officer’s employment with the foregoing provisions Company shall be “at-will”, which means that either the Officer of this paragraph 1the Company may terminate the Officer’s employment at any time, during the Agreement Termfor any reason, the Executive may devote reasonable time to activities other than those required under this Agreementor for no reason, 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 types of activities, by providing notice thereof to the extent thatother party, in the judgment of the Board, such other activities do 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 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. (g) Subject 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, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled or Permanently Disabled, the Board may refer the same to a licensed practicing physician subsidiary of the Board’s choice, and reasonably acceptable to the ExecutiveCompany, and the Executive Officer hereby agrees to submit to promptly execute resignation letters documenting such tests and examinations as such physician shall deem appropriate. During resignations upon the period in which request of the Executive is Disabled, the Board may appoint a temporary replacement to assume the Executive’s responsibilitiesCompany. (hf) The Agreement shall become effective on Officer agrees to abide by the “Effective Date,” which shall be the date reasonable and lawful rules, regulations, instructions, personnel practices and policies 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 any changes therein which may be extended adopted 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 employment with the Employer Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Employer Company hereby agrees to employ the Executive during in the Agreement Term position of Senior Vice President, Strategy and Planning of the Company and of its parent company Quark Biotech Inc. (as defined below). During the Agreement Term, “Quark”) and the Executive shall serve as hereby agrees to remain employed by the President and Chief Executive Officer of the Parent CompanyCompany in such position. (b) During the Agreement Term, while 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 her full timetime and best efforts, energies and talents to serving as President the Company and shall not be engaged in any other employment nor engage in any other business activities for any other person, firm or company without the prior written consent of the Company. (c) The Executive shall report to the Chief Executive Officer of the Employer Company and of Quark (the Parent Corporation“CEO”) and shall perform the duties, undertake the responsibilities and exercise the authority customary for an employee in the Executive’s position and shall perform such additional duties as may be assigned to him by the CEO. (ed) The Executive agrees that he she shall perform his her duties faithfully and efficiently subject to the directions direction of the BoardCEO. The Executive’s duties may shall include providing services for both the Parent Company and the Subsidiaries its Affiliates (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 of the Parent Company. The Executive 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) and necessary to carry out his responsibilities and the duties required of him hereunder. (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, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar types of activities, to the extent that, in the judgment of the Board, such other activities do 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 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. (g) Subject to the 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 Board may refer the same to a licensed practicing physician 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 “SubsidiaryAffiliate” shall mean Quark and 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 Quark or the Parent Company. (e) The Executive’s place of employment shall be in Israel, provided that the Company may require the Executive to travel outside Israel in order to fulfill her duties with the Company and Quark. The Executive may perform part of her duties at home. (or f) The Executive’s position is a successor “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 Parent Executive and the Executive agrees that she may be required to work beyond the regular working hours of the Company, for no additional compensation other than as specified in this Agreement. (g) The employment of the Executive under this Agreement shall commence on the Effective Date and shall continue until terminated in accordance with the provisions of Section 5 below (the “Employment Period”), including the Employer.

Performance of Services. The Executive’s employment with the Employer Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Employer Company hereby agrees to employ the Executive as its chief executive officer, with the title of Chief Executive Officer during the Agreement Term (as defined below), and the Executive hereby agrees to accept such employment during the Agreement Term. During the Agreement Term, while he is employed by the Company, the Executive shall serve be nominated for election to the Board of Trustees of the Company (the “Board”), so long as the President and he is Chief Executive Officer 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 Parent Companyintention 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 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 President and its Chief Executive Officer of the Employer and of the Parent CorporationOfficer. (ec) 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 Parent Company and the Subsidiaries (as defined below), as determined by the Board; provided provided, however, that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Officer chief executive officer of the Parent Company. The Executive shall report to the Board and shall will have such authority, power, responsibilities and duties as are inherent in to his positions position (and the undertakings applicable to his positionsposition) 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). (fd) 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, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar types of activities, to the extent thatthat such other activities do not, in the reasonable judgment of the Board, such other activities do 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 Parent Company or any Subsidiary. (e) The Company shall, to the maximum 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 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. (g) Subject to the terms of this Agreement, the Executive 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 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 such amounts as to whether the Executive is Disabled or Permanently Disabled, the Board may refer the same to which it shall ultimately be determined by a licensed practicing physician court 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 competent jurisdiction that date. However, if the Executive is not employed entitled to indemnification by the Employer on the Public Offering Date, this Agreement Company and any other undertaking required by law. The Executive will be void. (i) The “Agreement Term” shall be covered under the period beginning on the Effective Date Company’s directors and ending on the three year anniversary of the Effective Date. Thereafter, as of the date officers insurance policy during the Agreement Term (as it and for such period following the Date of Termination during which any action may be extended from time brought against the Executive related to time under this paragraph) would otherwise endthe matters above, so long as the Agreement Term will be automatically extended Company maintains such coverage for 12 months, unless one party to this Agreement provides notice of non-renewal to each any director or officer 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)Company. (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 employment with the Employer Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Employer hereby agrees to employ the Executive during the Agreement Term (as defined below). During the Agreement Term, the Executive shall serve as the President and Chief Executive Officer of the 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 the President and Chief Operating Officer of the Company. (b) The Executive shall report to the Chief Executive Officer of the Employer and of the Parent Corporation. (e) 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 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 the President and Chief Executive Operating Officer of the Parent Company. The Executive 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) and necessary to carry out his responsibilities and the duties required of him hereunder. (fc) 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 types of activities, to the extent that, that such other activities do not in the judgment of the Board, such other activities do 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 Parent 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, or otherwise engage in any business activity, without the consent of the Board. (g) Subject to the 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 Board may refer the same to a licensed practicing physician 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). (jd) 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 Employer Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Employer 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 serve as the President and Chief Executive Officer be a member of the Parent CompanyBoard of Directors of the Company (the "Board"). (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 Officer of the Employer and of the Parent CorporationOfficer. (ec) 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 Officer of the Parent CompanyOfficer. The Executive shall report to the Board and shall will have such authority, power, responsibilities and duties as are inherent in to his positions (and the undertakings applicable to his positions) and necessary to carry out his responsibilities and the duties required of him hereunder. (fd) 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 types of type activities, to the extent thatthat such other activities do not, in the judgment judgement of the Board, such other activities do 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 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. (ge) Subject to the terms 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 or Permanently Disabled, the Board Company may refer the same to a mutually acceptable licensed practicing physician of the Board’s choice, and reasonably acceptable to the Executivephysician, 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 employment with the Employer Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Employer hereby agrees to employ the Executive during the Agreement Term (as defined below). During the Agreement Term, the Executive shall serve as the President and Chief Executive Officer of the 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 of Global Development. (b) The Executive shall report to the Chief Executive Officer of the Employer and of the Parent Corporation. (e) 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 duties may include providing services for both the Parent Company and the Subsidiaries (as defined below), as determined by the Board of Trustees of the Company (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 of the Parent CompanyGlobal Development. The Executive 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) and necessary to carry out his responsibilities and the duties required of him hereunder. (fc) 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 types of activities, to the extent that, that such other activities do not in the judgment of the Board, such other activities do 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 Parent 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, or otherwise engage in any business activity, without the consent of the Board. (g) Subject to the 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 Board may refer the same to a licensed practicing physician 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). (jd) 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 Employer shall be subject to the following: (a) Subject to the terms of this Agreement, the Employer hereby agrees to employ the Executive during the Agreement Term (as defined below). During the Agreement Term, the Executive shall serve as the President and Chief Executive Officer of the 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 President and its co-Chief Executive Officer Officer. The Executive shall report to, and shall be subject to the direction of, the Board of Trustees of the Employer and of Company (the Parent Corporation. (e) “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 duties may include providing services for both the Parent Company and the Subsidiaries (as defined below)its affiliates, 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 a co-chief executive officer of a comparable company to the Parent Company. The Executive 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) and necessary to carry out his responsibilities and the duties required of him hereunder. (f) . 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 types of activities, to the extent thatthat such other activities do not, in the judgment of the Board, such other activities do not inhibit or prohibit interfere with the performance of the Executive’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 Parent Company or any Subsidiaryof its affiliates; provided, however, that 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 consent of a majority of the nonemployee members of the Board. (g) Subject to the 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 Board may refer the same to a licensed practicing physician 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 Employer Company shall be subject to the following: (a) Subject During the Agreement Term (as defined below), and subject to the terms of this Agreement, the Employer hereby Executive shall be employed by the Company and shall occupy the position of Chief Executive Officer of the Company. The Executive agrees to employ serve in that position or in such other offices or positions with the Executive during the Agreement Term Company or a Subsidiary (as defined below). During , as shall, from time to time, be determined by the Agreement Term, the Executive shall serve as the President and Chief Executive Officer Board of Directors of the Parent CompanyCompany (the "Board"). (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 her full time, energies and talents to serving as President and its Chief Executive Officer of or such other position determined in accordance with Paragraph (a) above. During the Employer and of Agreement Term, the Parent CorporationExecutive's main office shall be at the Company's headquarters. (ec) 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 Parent Company and the Subsidiaries (as defined below)Subsidiaries, as determined by the Board; provided 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 of the Parent Company. The Executive shall report to the Board and shall have or such authority, power, responsibilities and duties as are inherent other position determined in his positions accordance with Paragraph (and the undertakings applicable to his positionsa) and necessary to carry out his responsibilities and the duties required of him hereunderabove. (fd) 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 types of activities, to the extent thatthat such other activities do not, in the judgment of the Board, such other activities do not 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 Parent 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, or otherwise engage in any business activity, without the consent of the Board. (ge) Subject to the 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 or Permanently Disabled, the Board Company may refer the same to a licensed practicing physician of the Board’s 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 At any time during the period in which the Executive is Disabled, the Board Company may appoint a temporary replacement to assume the Executive’s 's responsibilities. (hf) 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 April ___, 2004 (the Effective Date "Employment Commencement Date") and ending on the three year fifth anniversary of the Effective Employment Commencement Date; subject, however, to earlier termination as provided herein. Thereafter, as The initial five (5) year period of employment automatically shall be extended for one (1) additional year at the end of the date the Agreement Term initial five (as it 5) year term, and again each successive year thereafter. However, such annual extensions 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 cease by either party to this Agreement provides delivering written notice of non-renewal such cessation to each of the others other party; provided that such notice is delivered at least 90 60 days before prior to 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 date on which extension is otherwise to constitute a notice of non-renewal under this paragraph (i) to be effective as of the earliest date permitted under this paragraph (i)occur. (jg) 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 Passione's employment with the Employer OnMoney shall be subject to the following: (a) Subject to the terms of this Agreement, the Employer OnMoney hereby agrees to employ the Executive Passione as an executive during the Agreement Term (as defined below). During ) and Passione hereby agrees to remain in the employ of OnMoney during the Agreement Term, the Executive shall serve as the President and Chief Executive Officer of the Parent Company. (b) During the Agreement Term, while the Executive Passione is employed by the EmployerOnMoney, 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 Passione shall devote his full time, energies and talents to serving as President its executive and Chief Executive Officer of the Employer and of the Parent Corporation. (e) 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 Executive’s Passione's duties may include providing services for the Parent Company both OnMoney 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 of the Parent CompanyChairman. The Executive shall report to the Board and Passione shall have such authority, power, responsibilities and duties as are inherent in his positions position (and the undertakings applicable to his positionsposition) and necessary to carry out his responsibilities and the duties required of him hereunder. (fc) 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 types of activities, to the extent that, in the judgment of the Board, that such other activities do not not, in the judgement of the Chairman, inhibit or prohibit the performance of the Executive’s Passione's duties under this Agreement, or conflict in any material way with the business of the Parent Company OnMoney or any Subsidiary; provided, however, that the Executive Passione 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 consent of the BoardChairman. (g) Subject to the 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 Board may refer the same to a licensed practicing physician 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 Officer's employment with the Employer Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Employer Company hereby agrees to employ the Executive Officer as its President during the Agreement Term (as defined below). During the Agreement Term, and the Executive shall serve as Officer hereby agrees to remain in the President and Chief Executive Officer employ of the Parent CompanyCompany during the Agreement Term. (b) During the Agreement Term, while the Executive Officer is employed by the EmployerCompany, 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 Officer shall devote his full time, energies and talents to serving as President its President. However, it is understood that the Officer currently devotes substantial time to the management of Principal UK, Idun, and Chief Executive Principal Australia, in which the Company holds a substantial ownership interest. It is agreed that during such time as the Company continues to hold a substantial interest in any such company (or in any other company), the Officer may continue to devote his time, energies, and talents to the operation of such company, and it is further agreed that if the Employer and Company ceases to hold a substantial interest in any such company, the Officer may continue to provide services to such company or companies except that the provision of such services may not unreasonably interfere with the Parent Corporationprovision of services under this Agreement. (ec) The Executive Officer 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 the Parent Company and the Subsidiaries (as defined below), as determined by the Board; provided that the Executive Officer shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Officer of the Parent Company. The Executive Officer 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) and necessary to carry out his responsibilities and the duties required of him hereunder. (fd) Notwithstanding the foregoing provisions of this paragraph 12, during the Agreement Term, the Executive Officer 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 types of activities, to the extent thatthat such other activities do not, in the judgment of the Board, such other activities do not inhibit or prohibit the performance of the Executive’s Officer's duties under this Agreement, or conflict in any material way with the business of the Parent Company or any SubsidiaryAffiliate; provided, however, that except as otherwise specifically provided in this Agreement, the Executive Officer 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 consent of the Board. (g) Subject to the 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 Board may refer the same to a licensed practicing physician 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 Employer Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Employer Company hereby agrees to employ the Executive as its Executive Vice President and Chief Financial Officer or a more senior position during the Agreement Term (as defined below). During , and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term, the Executive shall serve as the President and Chief Executive Officer of the 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 Executive Vice President and Chief Executive Financial Officer of the Employer and of the Parent Corporationor a more senior position. (ec) 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 's duties may include providing services for both the Parent Company and the Subsidiaries (as defined below)Subsidiaries, as determined by the BoardChairman and Chief Executive Officer; 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 Financial Officer of the Parent Companyor a more senior position. The Executive shall report to the Board Chairman and Chief Executive Officer and shall have such authority, power, responsibilities and duties as are inherent in his positions position (and the undertakings applicable to his positionsposition) and necessary to carry out his responsibilities and the duties required of him hereunder. (f) . 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 types of activities, to the extent thatthat such other activities do not, in the judgment of the BoardChairman and Chief Executive Officer, such other activities do 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, render to others services of any kind for compensation, or hold any other position with any business, or otherwise engage in any business activity, without the written consent of the Board. (ge) Subject to the 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 Board Company may refer the same to a mutually acceptable licensed practicing physician of the Board’s choice, and reasonably acceptable to the Executivephysician, 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 Company may appoint a temporary replacement to assume the Executive’s 's responsibilities. (hf) 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 July 5, 2001 (the Effective Date "Employment Commencement Date") and ending on the three two-year anniversary of the Effective Employment Commencement 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). (jg) 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 Employer Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Employer Company hereby agrees to employ the Executive during the Agreement Term (as defined below). During Term, and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term, the Executive shall serve as the President and Chief Executive Officer of the 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 Senior Vice President and Chief Financial Officer, or in such other position to which the Executive Officer 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 Employer extent the Company determines to be necessary or appropriate, the Company may change the Executive's Supervisor, and of the Parent CorporationExecutive's reporting relationships. (ec) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the BoardExecutive's Supervisor. The Executive’s 's duties may include providing services for both the Parent Company and the Subsidiaries (as defined below)Affiliates, as determined by the BoardExecutive's Supervisor; 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 Officer of the Parent CompanyFinancial Officer. The Executive shall report to the Board and shall have such authority, power, responsibilities and duties as are inherent in his positions position(s) (and the undertakings applicable to his positionsposition(s)) and necessary to carry out his responsibilities and the duties required of him hereunder. (fd) 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 types of activities, to the extent thatthat such other activities do not, in the judgment of the Boardhis Supervisor, such other activities do 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 Affiliate. The Executive shall not serve on the board of any business, or hold any other significant position with any business, or otherwise engage in any business activity, without the consent of the Boardhis Supervisor. (ge) Subject to the 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 Board may refer the same to a licensed practicing physician 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 Company may appoint a temporary replacement to assume the Executive’s '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 employment with the Employer Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Employer 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 accept such employment during the Agreement Term. During the Agreement Term, while he is employed by the Company, the Executive shall serve be nominated for election to the Board of Directors of the Company (the “Board”), so long as the President and he is Chief Executive Officer Officer. The Executive is also currently Chairman of the Parent CompanyBoard 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 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 Officer of the Employer and of the Parent CorporationOfficer. (ec) 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 Parent Company and the Subsidiaries (as defined below), as determined by the Board; provided provided, however, that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Officer of the Parent Company. The Executive shall report to the Board and shall will have such authority, power, responsibilities and duties as are inherent in 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). (fd) 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, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar types of activities, to the extent thatthat such other activities do not, in the reasonable judgment of the Board, such other activities do 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 Parent Company or any Subsidiary; provided, however, that the Executive shall not serve on obtain approval of the Board prior to nomination or seeking election to the board of directors of any businesscompany not listed on Schedule 1, and such approval shall not be unreasonably withheld. (e) The Company shall, to the maximum extent permitted by applicable law, protect, defend, indemnify and hold harmless the Executive against any other position with any businesscosts, 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 otherwise engage in are alleged to so arise, be based upon or to relate to the Executive’s employment by the Company (and any business activitySubsidiary) or the Executive’s service to the Company (and any Subsidiary) as an employee, without the consent officer or member of the Board. (g) Subject to the terms , including, without limitation, reimbursement on a current basis, upon submission of this Agreementinvoices, 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 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 such amounts as to whether the Executive is Disabled or Permanently Disabled, the Board may refer the same to which it shall ultimately be determined by a licensed practicing physician court 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 competent jurisdiction that date. However, if the Executive is not employed entitled to indemnification by the Employer on the Public Offering Date, this Agreement Company. The Executive will be void. (i) The “Agreement Term” shall be covered under the period beginning on the Effective Date Company’s directors and ending on the three year anniversary of the Effective Date. Thereafter, as of the date officers insurance policy during the Agreement Term (as it and for such period following the Date of Termination during which any action may be extended from time brought against the Executive related to time under this paragraph) would otherwise endthe matters above, so long as the Agreement Term will be automatically extended Company maintains such coverage for 12 months, unless one party to this Agreement provides notice of non-renewal to each any director or officer 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 renewalCompany. A Notice of Termination shall be deemed to constitute a notice of non-renewal The Company’s obligations under this paragraph (i1(e) to be effective as of the earliest date permitted under this paragraph (i). (j) For purposes shall survive termination or expiration of this Agreement, Agreement and any termination of Executive’s employment with the term “Subsidiary” shall mean any corporation, partnership, joint venture Company 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 Employerits affiliates.

Performance of Services. The Executive’s employment with the Employer Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Employer Company hereby agrees to employ the Executive as its Chairman, Chief Executive Officer and President during the Agreement Term (as defined below). During , and the Executive hereby agrees to serve in such capacity during the Agreement Term, the Executive shall serve as the President and Chief Executive Officer of the Parent Company. (b) During the Agreement Term, while the Executive is employed by the EmployerCompany, the Board of Directors of the Parent Company (the “Board”) shall use its best efforts to cause the Executive to be elected 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. (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 President and Chief Executive Officer of the Employer and of the Parent Corporation. (e) 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 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 Chairman, President and Chief Executive Officer of the Parent CompanyOfficer. 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 Chairman, President and Chief Executive Officer. The Executive will exert his best efforts in the performance of his duties as an employee of the Company and will remain loyal to the Company during the term of his employment. (e) 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 types of activities, to the extent thatthat such other activities do not, in the judgment of the Board, such other activities do 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 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. (gi) Subject to the 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 Disabled or Permanently DisabledDisabled (as defined in paragraph 3(b)), the Board Company may refer the same to a licensed practicing physician of the BoardCompany’s choice, 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 Company 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. (ij) The “Agreement Term” shall be determined as follows: (i) The Agreement Term shall begin as of the period beginning Effective Date. (ii) The Agreement Term shall end on the Effective Date and ending on the three two-year anniversary of the Effective Date. Thereafter; provided that, as of subject to subparagraph (iii) below, beginning on the date 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 (as it may iii) below, at any time after the Effective Date, the Agreement Term shall be extended from time to time under this paragraph) would otherwise endtwo years. Notwithstanding the foregoing, the Agreement Term will be automatically extended for 12 monthsin no case extend beyond January 30, unless one 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 this Agreement provides the other party of written notice of non-renewal to each such cessation. Such cessation of extensions will not be effective earlier than the others at least 90 days before date of delivery of such notice. For the day that would be avoidance of doubt, the last day 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 absence nature of such renewal. A Notice of Termination shall be deemed to constitute a notice of non-renewal under this paragraph (ithose provided in Section 4(a)) to be effective as the extent otherwise payable commencing following the end of the earliest date permitted under this paragraph (i)employment. (jk) 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 Employer Company shall be subject to the following: (a) Subject to The Company, on the terms Effective Date of this AgreementApril 24, the Employer 1997, hereby agrees to employ the Executive during as its President and Chief Operating Officer. It is the Agreement Term intent of the Board of Directors of the Company (as defined below). During the Agreement Term"Board") that on or before December 31, 1997, it will consider, but shall not be obligated to employ the Executive shall serve as the President and Chief Executive Officer Officer, and to elect the Executive to be a member of the Parent 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 the Employer, the Board of Directors bylaws of the Parent Company (Company, faithfully, diligently and efficiently. The Executive will have such authority and power as are inherent to his position as set forth in the “Board”) shall use its best efforts to cause the Executive to be elected as a member bylaws of the BoardCompany. (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 The Executive shall devote his full time, energies and talents to serving as President and Chief Executive Officer of in the Employer and of the Parent Corporation. (e) The Executive agrees that 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 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 Officer of the Parent Company. The Executive 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) and necessary to carry out his responsibilities and the duties required of him hereunder. (f) 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, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar types of type activities, to the extent thatthat such other activities do not, in the judgment judgement of the Board, such other activities do 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 SubsidiaryCompany; provided, however, that 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. (g) Subject to the 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 Board may refer the same to a licensed practicing physician 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 Employer Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Employer Company hereby agrees to employ the Executive during on the Agreement Term (as defined below). During Effective Date in the Agreement Termposition of President of the Company, and the Executive shall serve as hereby agrees to remain in the President and Chief Executive Officer employ of the Company. The Parent Companyagrees to appoint the Executive, and the Executive agrees to serve, as a member of the Parent's Executive Committee ("Executive Committee"). (b) During the Agreement Term, while 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 timetime (reasonable sick leave and vacations excepted) and best efforts, energies and talents to serving as President and Chief Executive Officer of the Employer and of the Parent CorporationCompany. (ec) 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 's duties may shall include providing services for both the Parent Company and the Subsidiaries its Affiliates (as defined below), as determined by the Board; provided that Company (as used herein, 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 of the Parent Company. The Executive 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) and necessary to carry out his responsibilities and the duties required of him hereunderits Affiliates). (fe) 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, community, 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 types of activities, to the extent thatthat such other activities do not, in the judgment of the Board, such other activities do not 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 Parent Company Company's or any Subsidiary; provided, however, that the Executive shall not serve on the board of any Parent's business, hold any other position with any business, or otherwise engage in any business activity, without the consent of the Board. (gf) Subject to the 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 accommodationprovided that the Company may require the Executive to travel, of performing consistent with the Executive's travel requirements prior to the Effective Date, outside Israel in order to fulfill his duties under this Agreement. In with the event of a dispute as to whether the Executive is Disabled or Permanently Disabled, the Board may refer the same to a licensed practicing physician 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 responsibilitiesCompany. (h) The Agreement Executive's position is a "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 become effective on not apply to the “Effective Date,” which shall Executive and the Executive agrees that he may be required to work beyond the date regular working hours of the closing of the initial public offering of the common stock of the Parent Company (the “Public Offering Date”)Company, 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, for no additional compensation other than as specified in this Agreement will be voidAgreement. (i) The “This Agreement Term” shall be govern the period beginning on terms and conditions of the Executive's employment and any termination thereof from the Effective Date and ending on until the three year third anniversary of the Effective DateDate (the "Agreement Term"). Thereafter, as of the date the Agreement Term (as it may shall automatically be extended from time to time under this paragraph) would otherwise end, the Agreement Term will be automatically extended for 12 monthsadditional 24-month periods, unless one either party to this Agreement provides notice of non-renewal to each of the others other party at least 90 120 days before the day that would be the last day of the Agreement Term in Term. The term "Agreement Term" shall also include any renewal period under the absence foregoing provisions 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 1(i). Following the expiration of the earliest date permitted Agreement Term, neither party shall have any further obligations under this paragraph (i). (j) For purposes of this Agreement, other than obligations accruing or arising prior to such expiration. The portion of the term “Subsidiary” shall mean any corporation, partnership, joint venture or other entity Agreement Term during any period in which at least a fifty percent interest in such entity the Executive is owned, directly or indirectly, employed by the Parent Company (or a successor is hereinafter referred to as the Parent Company), including the Employer"Employment Period".

Performance of Services. The Executive’s 's continued employment with ----------------------- the Employer Company shall be subject to the following: (a) Subject to the terms provisions of this Agreement, the Employer Company hereby agrees to employ the Executive as a Vice President of the Company during the Agreement Term (as defined below). During , and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term, the Executive shall serve as the President and Chief Executive Officer of the 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 devote, subject to paragraph 1(f), his full time, energies and talents to serving as President and Chief Executive Officer of the Employer and of the Parent Corporationperforming his duties under this Agreement. (ec) 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 's duties may include providing services for the Parent Company Company, LaSalle Re Holdings Limited (the "Holding Company"), and the Subsidiaries (as defined below), as determined by the BoardCEO; provided that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Officer of his position at the Parent Company. The Executive shall report to the Board and shall will have such authority, power, responsibilities authority and duties power as are inherent in his positions (and 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, community, educational, religious and similar types of organizations, speaking engagements, membership on of the boards of directors of other organizations, and similar types type of activities, to the extent that, in the judgment of the Board, that such other activities do 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 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 other position with any business, or otherwise engage in any business activity, without the consent of the BoardBoard and the CEO of the Company. (g) 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 terms 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 or Permanently Disabled, the Board Company may refer the same to a licensed practicing physician of the Board’s Company's choice, and reasonably acceptable to the Executive, and the Executive agrees to submit to such tests and examinations examination 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. (hj) 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 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. ThereafterHowever, as 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 Agreement Term (as it may be extended from time to time under other party. For purposes of this paragraph) would otherwise endAgreement, 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 a Notice of Termination Termination, as described in paragraph 3(i), shall be deemed to constitute be a notice of nonto terminate day-renewal under this paragraph (i) to be effective as of the earliest date permitted under this paragraph (i)to-day renewals. (jk) For purposes of this Agreement, the term “"Subsidiary” " shall mean any corporation, partnership, joint venture or other entity company (regardless of whether incorporated) during any period in which at least a fifty percent interest in such entity 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 Parent Company (or a successor to the Parent Company), including the Employer.

Performance of Services. The Executive’s 's employment with the Employer Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Employer 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 the Executive is employed by the Company, the Board shall serve use its best efforts to cause the Executive to be elected as the President and Chief Executive Officer a member of the Parent CompanyBoard and its Chairman. (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 Officer Officer, and the Chairman of the Employer and of the Parent CorporationBoard. (ec) 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 '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 Chairman, President, and Chief Executive Officer of the Parent CompanyOfficer. The Executive 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) and necessary to carry out his responsibilities and the duties required of him hereunder. (fe) 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 types of activities, to the extent thatthat such other activities do not, in the judgment of the Board, such other activities do 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. (gf) Subject to the 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 DisabledDisabled (as defined in paragraph 4(b)), the Board Company may refer the same to a mutually acceptable licensed practicing physician of the Board’s choice, and reasonably acceptable to the Executivephysician, 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 Board Company may appoint a temporary replacement to assume the Executive’s 's responsibilities. (hg) 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 three-year anniversary of the Effective Date. Thereafterthereof; provided, as of the date the however, that such Agreement Term (as it may be extended from time to time under this paragraph) would otherwise endshall, the Agreement Term will on a daily basis, be automatically extended for 12 monthsby one day, unless one such that at any time, the remaining term shall be three years. Such day-to-day extensions may cease by either party to this Agreement provides delivering written notice of non-renewal such cessation to each the other party; provided that such cessation of the others at least 90 days before automatic extensions shall not be effective earlier than the day that would be the last day date of the Agreement Term in the absence delivery of such renewalnotice. A Notice of Termination (as described in paragraph 4(h)) shall be deemed to constitute a notice of non-renewal under this paragraph (i1(g) to be effective as of the earliest date permitted under this paragraph (i1(g). (jh) 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 Employer Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Employer hereby agrees to employ the Executive during the Agreement Term (as defined below). During the Agreement Term, the Executive shall serve as the President and Chief Executive Officer of the 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 continue to devote his full time, energies and talents to serving as President and its Chief Executive Officer of the Employer and of the Parent CorporationOfficer. (eb) The Executive shall continue to report to the Board of Trustees of the Company (the “Board”). The Executive agrees that he shall perform his duties faithfully and efficiently and to the best of his abilities, subject to the directions of the Board. The Executive’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 Officer a chief executive officer of a comparable company to the Parent Company. The Executive 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) and necessary to carry out his responsibilities and the duties required of him hereunder. (fc) 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 types of activities, to the extent thatthat such other activities do not, in the judgment of the Board, such other activities do not inhibit or prohibit interfere with the performance of the Executive’s duties under this Agreement, violate the terms of any of the covenants contained in paragraph 8 or 9 hereof or otherwise 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, or hold any other position with any business, or otherwise engage in any business activity, without the prior consent of a majority of the nonemployee members of the Board. (g) Subject to the 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 Board may refer the same to a licensed practicing physician 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). (jd) 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 (50%) 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 Employer Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Employer Company hereby agrees to employ the Executive during the Agreement Term (as defined below). During Term, and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term, the Executive shall serve as the President and Chief Executive Officer of the 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 President and Chief its Senior Vice President, Human Resources, or in such other position to which the Executive Officer 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 Employer date hereof. To the extent the Company determines to be necessary or appropriate, the Company may change the Executive's Supervisor, and of the Parent CorporationExecutive's reporting relationships. (ec) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the BoardExecutive's Supervisor. The Executive’s 's duties may include providing services for both the Parent Company and the Subsidiaries (as defined below)Affiliates, as determined by the BoardExecutive's Supervisor; provided that the Executive shall not, without his consent, be assigned tasks duties that would be inconsistent with those of President and Chief Executive Officer of the Parent Companya Senior Vice President. The Executive shall report to the Board and shall have such authority, power, responsibilities and duties as are inherent in his positions position(s) (and the undertakings applicable to his positionsposition(s)) and necessary to carry out his responsibilities and the duties required of him hereunder. (fd) 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 types of activities, to the extent thatthat such other activities do not, in the judgment of the Boardhis Supervisor, such other activities do 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 Affiliate. The Executive shall not serve on the board of any business, or hold any other significant position with any business, or otherwise engage in any business activity, without the consent of the Boardhis Supervisor. (ge) Subject to the 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 Board may refer the same to a licensed practicing physician 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 Company may appoint a temporary replacement to assume the Executive’s 's responsibilities. (hf) 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 day two years after the Effective Date. This Agreement shall be inapplicable to periods of employment after the end of the Agreement Term. Thereafter, as and subject to the provisions of paragraph 2(g), and subject to the date Executive then becoming eligible to participate in the Agreement Term Executive Severance Plan (as it may be extended in effect from time to time under time), the Executive's continuing employment with the Company shall be at-will. (g) As of the Effective Date of this paragraphAgreement, 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) would otherwise endoccurs during the Agreement Term, the Agreement Term will be automatically extended for 12 monthsend on the date of such Change in Control. Immediately following such expiration, unless one party to this Agreement provides notice of non-renewal to each the terms 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 Executive's employment 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, governed by the Parent Company (or a successor to the Parent Company), including the EmployerChange in Control Agreement.

Performance of Services. The Executive’s employment with the Employer shall be subject to the following: (a) Subject to the terms of this Agreement, the Employer hereby agrees to employ the Executive during the Agreement Term (as defined below). During the Agreement Term, the Executive shall serve as the President and Chief Executive Operating Officer of the 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. (dc) 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 President and Chief Executive Operating Officer of the Employer and of the Parent Corporation. (ed) 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 duties may include providing services for 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 Officer of or the Parent CompanyBoard. The Executive shall report to the Board 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) and necessary to carry out his responsibilities and the duties required of him hereunder. (fe) 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 types of activities, to the extent that, in the judgment of the Board, such other activities do 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 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. (gf) Subject to the 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 Board may refer the same to a licensed practicing physician 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. (ig) The “Agreement Term” shall be the period beginning on the Effective Date and ending on the three two 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). (jh) 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 Employer shall be subject to the following: (a) Subject to the terms of services under this Agreement, which are global in nature, shall be performed in Bermuda, however, Executive may be reasonably requested by the Employer hereby agrees Company to employ perform services elsewhere in accordance with the guidelines established by the Company from time to time for the location of the performance of services on behalf of the Company and its subsidiaries. The Executive acknowledges that the Company may require the Executive during to travel to the Agreement Term (as defined below)extent such travel is reasonably necessary to perform the services hereunder and that such travel may be extensive. During To the Agreement Termextent reasonably requested by the Company, the Executive shall serve as the President and Chief Executive Officer of the Parent Companyallocate greater business time to a location other than his principal business location, if necessary. (bi) During To the Agreement Termextent that Executive’s service with the Company or any of its Affiliates triggers at any time, while and only for tax years from and after January 1, 2006 and ending on December 31, 2008, an obligation to pay federal, state or local tax in the Executive is employed by the EmployerUnited States at any time, the Board of Directors including but not limited to taxes imposed under Section 409A and/or Section 4999 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 President and Chief Executive Officer of the Employer and of the Parent Corporation. (e) 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 the Parent Company and the Subsidiaries Code (as defined below), the Company shall indemnify and hold Executive harmless from any such obligations on the amounts he received from the Company or any 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 (including, 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) the vesting of the Restricted Shares (as determined 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 tax indemnity, unless expressly approved by the BoardBoard of Directors. Other than as set forth in this Section 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 later than the time the Company or one of its Affiliates is required to 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 other amount; provided that the Company shall notify the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Officer of the Parent Company. The Executive shall report manner in which it elects to make such payment at least ten (10) business days prior to the Board 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 the Company, on the Executive’s behalf) remits the related taxes (or, 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 final resolution of such audit or litigation (whether by reason of completion of the audit, entry of a final and shall have such authoritynon-appealable judgment, powerfinal settlement, responsibilities and duties 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 hereunderor otherwise). (fii) Notwithstanding the foregoing generality of the timing provisions contained in Section 3(c)(i), the parties shall adhere to 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 expected 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 paragraph 1Section 3(c) for the Executive’s tax year ending December 31, during 2008 (“Executive’s Estimated Tax Liability”), together with a draft of the Agreement Term, the Executive may devote reasonable time statements 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 types of activities, be remitted to the extent that, in relevant taxing authorities showing the judgment of the Board, such other activities do not inhibit or prohibit the performance amount of the Executive’s duties under this AgreementEstimated Tax Liability. Absent manifest error, or conflict in any material way with the business provided such estimate of the Parent Executive’s Estimated Tax Liability and supporting statements are so delivered, the Company or any Subsidiary; provided, however, that shall remit payment in 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 amount of the BoardExecutive’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 the 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). (giii) Subject To the extent that the amount of the Company’s liability to the terms of Executive under this AgreementSection 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 not be required to perform services under this Agreement during any period that he promptly advise the Company of such fact promptly after such determination 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 Board may refer the same to a licensed practicing physician of the Board’s choice, and reasonably acceptable to the Executivemade, and the Executive agrees that he will refund such difference to submit to such tests and examinations as such physician shall deem appropriate. During the period in Company within ten days following the date on 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”)federal, 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 state 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 local tax liability 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 United States for the earliest date permitted under this paragraph (i)tax year ending December 31, 2008 is final and fixed. (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 employment with the Employer 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 Employer hereby agrees Executive from time to employ the Executive during the Agreement Term (as defined below). During the Agreement Term, the Executive shall serve as the President and Chief Executive Officer of the Parent Company. (b) During the Agreement Term, while the Executive is employed time 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 President and Chief Executive Officer of the Employer and of the Parent Corporation. (e) 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 Parent Company and the Subsidiaries Affiliates (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 Officer of the Parent CompanyOfficer. The Executive shall report to comply with the Company’s written policies or rules adopted by the Board and shall have such authority, power, responsibilities and duties 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 hereunderor an authorized committee thereof. (fb) 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 types of activities, to the extent thatthat such other activities do not, in the judgment of the Board, such other activities do 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 Parent Company or any Subsidiary; provided, however, that the Affiliate. 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. (gc) 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 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 Disabled or Permanently Disabledincapable of performing his duties, the Board Company may refer the same to a licensed practicing physician of selected by the Board’s choice, Company and reasonably acceptable to 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 Disableddisabled, the Board 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. (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). (jf) For purposes of this Agreement, the term “SubsidiaryAffiliate” shall mean means any corporationentity which would be treated as the “employer” pursuant to Treasury Regulation Section 1.409A-1(h)(3), partnershipwhich generally includes (i) any entity which owns at least a fifty percent interest in the Company, joint venture or other (ii) any 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 Employer Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Employer Company hereby agrees to employ the Executive during the Agreement Term (as defined below). During Term, and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term, the Executive shall serve as the President and Chief Executive Officer of the 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 President its Executive Vice President, Marketing and Chief Sales, or in such other position to which the Executive Officer 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 Executive Vice President. To the Employer extent the Company determines to be necessary or appropriate, the Company may change the Executive's Supervisor, and of the Parent CorporationExecutive's reporting relationships. (ec) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the BoardExecutive's Supervisor. The Executive’s 's duties may include providing services for both the Parent Company and the Subsidiaries (as defined below)Affiliates, as determined by the BoardExecutive's Supervisor; 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 Officer of the Parent CompanyVice President. The Executive shall report to the Board and shall have such authority, power, responsibilities and duties as are inherent in his positions position(s) (and the undertakings applicable to his positionsposition(s)) and necessary to carry out his responsibilities and the duties required of him hereunder. (fd) 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 types of activities, to the extent thatthat such other activities do not, in the judgment of the Boardhis Supervisor, such other activities do 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 Affiliate. The Executive shall not serve on the board of any business, or hold any other significant position with any business, or otherwise engage in any business activity, without the consent of the Boardhis Supervisor. (ge) Subject to the 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 Board may refer the same to a licensed practicing physician 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 Company may appoint a temporary replacement to assume the Executive’s '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 Employer Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Employer 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 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 serve use its best efforts to cause the Executive to continue as the President and Chief Executive Officer a member of the Parent Companysuch Board. (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 timetime (reasonable sick leave and vacations excepted) and best efforts, energies and talents to serving as its President and Chief Executive Officer of the Employer and of the Parent CorporationOfficer. (ec) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions direction of the Board. The Executive’s 's duties may shall include providing services for both the Parent 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 provided, that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Officer of the Parent CompanyOfficer. The Executive shall report to the Board and shall will have such authority, power, responsibilities and duties as are inherent in to his positions position (and the undertakings applicable to his positionsposition) and necessary to carry out his responsibilities and the duties required of him hereunder. (fd) 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, community, 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 types of activities, to the extent thatthat such other activities do not, in the judgment of the Board, such other activities do not 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 Parent Company or any Subsidiary; provided, however, that the Executive shall not serve on the board of any Company's business, hold any other position with any business, or otherwise engage in any business activity, without the consent of the Board. (ge) Subject to the 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 Board may refer the same to a licensed practicing physician 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 defined 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 (i3(b)). (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 employment with the Employer Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Employer Company hereby agrees to employ the Executive as its interim Chief Executive Officer during the Agreement Term (as defined below). During the Agreement TermIn addition, the Executive shall serve as the President and interim Chief Executive Officer of InVivo Therapeutics Corporation, the Parent Company’s wholly owned subsidiary. (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 President and its interim Chief Executive Officer of the Employer and of the Parent CorporationOfficer. (ec) 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 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 Officer of the Parent CompanyOfficer. The Executive shall report to the Board and shall have such authority, power, responsibilities and duties as are inherent in his positions position (and the undertakings applicable to his positionsposition) and necessary to carry out his responsibilities and the duties required of him hereunder. (fd) 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 types of activities, to the extent that, in the judgment of the Board, that such other 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 Parent Company or any Subsidiary; provided, however, subsidiary. It is understood and agreed by the parties that the Executive Executive’s continued participation in such activities shall not serve on the board be a breach of any business, hold any other position with any business, or otherwise engage in any business activity, without the consent of the Boardthis Agreement. (g) Subject to the 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 Board may refer the same to a licensed practicing physician 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. (ie) The “Agreement Term” shall be the period beginning on the Effective Date and ending on the three year anniversary of the Effective Date. ThereafterJanuary 10, 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)2014. (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 Employer Company shall be subject to the following: (a) Subject to the terms provisions of this Agreement, the Employer Company hereby agrees to employ the Executive as Chairman and Internal Consultant of the Company and of LaSalle Re Holdings Limited (the "Holding Company") during the Agreement Term (as defined below). During , and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term, the Executive shall serve as the President and Chief Executive Officer of the 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 President and Chief Executive Officer of the Employer and of the Parent Corporationperforming his duties under this Agreement. (ec) 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, 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 Officer of his position at the Parent Company. The Executive shall report to the Board and shall will have such authority, power, responsibilities authority and duties power as are inherent in his positions (and to the undertakings applicable to his positions) 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, community, educational, religious and similar types of organizations, speaking engagements, membership on of the boards of directors of or consultancies with other organizations, and similar types type of activities, to the extent that, in the judgment of the Board, that such other activities do 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 transacted by the Parent 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 businessentity engaged in the business of transacting reinsurance, or hold any other position with any entity engaged in the transaction of such business, or otherwise engage in any business activity, without the consent of the Board. (g) Subject to the terms 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 or Permanently Disabled, the Board Company may refer the same to a licensed practicing physician of the Board’s 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 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. ThereafterSeptember 30, 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)2003. (ji) For purposes of this Agreement, the term “"Subsidiary” " shall mean any corporation, partnership, joint venture or other entity company (regardless of whether incorporated) during any period in which at least a fifty percent interest in such entity 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 Parent Company (or a successor to the Parent Company), including the Employer.

Performance of Services. The Executive’s employment with the Employer Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Employer hereby agrees to employ the Executive during the Agreement Term (as defined below). During the Agreement Term, the Executive shall serve as the President and Chief Executive Officer of the 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 Investment Officer. (b) The Executive shall report to the Chief Executive Officer of the Employer and of the Parent Corporation. (e) 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 duties may include providing services for both the Parent Company and the Subsidiaries (as defined below), as determined by the Board of Trustees of the Company (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 of the Parent CompanyInvestment Officer. The Executive 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) and necessary to carry out his responsibilities and the duties required of him hereunder. (fc) 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 types of activities, to the extent that, that such other activities do not in the judgment of the Board, such other activities do 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 Parent 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, or otherwise engage in any business activity, without the consent of the Board. (g) Subject to the 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 Board may refer the same to a licensed practicing physician 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. (hd) 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 person with whom the Company is considered to be a single employer under section 414(b) of the Code and all persons with whom the Company would be considered a single employer under section 414(c) of the Code but using an ownership standard of “more than 50%” rather than “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 Employer80%” where applicable.

Performance of Services. The Executive’s 's continued employment with the Employer Company shall be subject to the following: (a) Subject to the terms provisions of this Agreement, the Employer Company hereby agrees to employ the Executive as a Vice President of the Company during the Agreement Term (as defined below). During , and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term, the Executive shall serve as the President and Chief Executive Officer of the 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 devote, subject to paragraph 1(f), his full time, energies and talents to serving as President and Chief Executive Officer of the Employer and of the Parent Corporationperforming his duties under this Agreement. (ec) 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 's duties may include providing services for the Parent Company Company, LaSalle Re Holdings Limited (the "Holding Company"), and the Subsidiaries (as defined below), as determined by the BoardCEO; provided that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Officer of his position at the Parent Company. The Executive shall report to the Board and shall will have such authority, power, responsibilities authority and duties power as are inherent in his positions (and 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, community, educational, religious and similar types of organizations, speaking engagements, membership on of the boards of directors of other organizations, and similar types type of activities, to the extent that, in the judgment of the Board, that such other activities do 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 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 other position with any business, or otherwise engage in any business activity, without the consent of the BoardBoard and the CEO of the Company. (g) 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 terms 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 or Permanently Disabled, the Board Company may refer the same to a licensed practicing physician of the Board’s Company's choice, and reasonably acceptable to the Executive, and the Executive agrees to submit to such tests and examinations examination 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. (hj) 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 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. ThereafterHowever, as 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 Agreement Term (as it may be extended from time to time under other party. For purposes of this paragraph) would otherwise endAgreement, 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 a Notice of Termination Termination, as described in paragraph 3(i), shall be deemed to constitute be a notice of nonto terminate day-renewal under this paragraph (i) to be effective as of the earliest date permitted under this paragraph (i)to-day renewals. (jk) For purposes of this Agreement, the term “"Subsidiary” " shall mean any corporation, partnership, joint venture or other entity company (regardless of whether incorporated) during any period in which at least a fifty percent interest in such entity 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 Parent Company (or a successor to the Parent Company), including the Employer.

Performance of Services. The Executive’s 's employment with the Employer Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Employer Company hereby agrees to employ the Executive as its President and Chief Executive Officer during the Agreement Term (as defined below). During , and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term, the Executive shall serve as the President and Chief Executive Officer of the 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 Officer Officer. The Executive shall be elected to the Board of Directors of the Employer and 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 Parent CorporationBoard 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. (ec) 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 Officer of the Parent CompanyOfficer. The Executive shall report to the Board and shall will have such authority, power, responsibilities and duties as are inherent in to his positions (and the undertakings applicable to his positions) and necessary to carry out his responsibilities and the duties required of him hereunder. (fd) 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 types of type activities, to the extent thatthat such other activities do not, in the judgment judgement of the Board, such other activities do 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 Parent 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, or otherwise engage in any business activity, without the consent of the Board. (ge) Subject to the terms 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 or Permanently Disabled, the Board Company may refer the same to a mutually acceptable licensed practicing physician of the Board’s choice, and reasonably acceptable to the Executivephysician, 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 Company may appoint a temporary replacement to assume the Executive’s 's responsibilities. (hf) The "Agreement shall become effective on the “Effective Date,” which Term" 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 three-year period beginning on January 19, 1998 (the "Effective Date Date") and ending on the three year third 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)thereof. (jg) 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 Employer Company shall be subject to the following: (a) Subject to the terms provisions of this Agreement, the Employer Company hereby agrees to employ the Executive as a Senior Vice President of the Company during the Agreement Term (as defined below). During , and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term, the Executive shall serve as the President and Chief Executive Officer of the 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 devote, subject to paragraph 1(f), his full time, energies and talents to serving as President and Chief Executive Officer of the Employer and of the Parent Corporationperforming his duties under this Agreement. (ec) 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 's duties may include providing services for the Parent Company Company, LaSalle Re Holdings Limited (the "Holding Company"), and the Subsidiaries (as defined below), as determined by the BoardCEO; provided that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Officer of his position at the Parent Company. The Executive shall report to the Board and shall will have such authority, power, responsibilities authority and duties power as are inherent in his positions (and 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, community, educational, religious and similar types of organizations, speaking engagements, membership on of the boards of directors of other organizations, and similar types type of activities, to the extent that, in the judgment of the Board, that such other activities do 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 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 other position with any business, or otherwise engage in any business activity, without the consent of the BoardBoard and the CEO of the Company. (g) 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 terms 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 or Permanently Disabled, the Board Company may refer the same to a licensed practicing physician of the Board’s Company's choice, and reasonably acceptable to the Executive, and the Executive agrees to submit to such tests and examinations examination 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. (hj) 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 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. ThereafterHowever, as 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 Agreement Term (as it may be extended from time to time under other party. For purposes of this paragraph) would otherwise endAgreement, 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 a Notice of Termination Termination, as described in paragraph 3(i), shall be deemed to constitute be a notice of nonto terminate day-renewal under this paragraph (i) to be effective as of the earliest date permitted under this paragraph (i)to-day renewals. (jk) For purposes of this Agreement, the term “"Subsidiary” " shall mean any corporation, partnership, joint venture or other entity company (regardless of whether incorporated) during any period in which at least a fifty percent interest in such entity 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 Parent Company (or a successor to the Parent Company), including the Employer.

Performance of Services. The Executive’s employment with the Employer Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Employer Company hereby agrees to employ the Executive as its Executive Vice President and General Counsel during the Agreement Term (as defined below). During the Agreement Term, the Executive shall serve as the President and Chief Executive Officer of the 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 timetime (paid time off and other authorized leave excepted) and best efforts, energies and talents to serving the Company as President and Chief Executive Officer of the Employer and of the Parent Corporationan employee. (ec) The Executive agrees that he shall to perform his duties faithfully faithfully, efficiently and efficiently with integrity subject to the directions direction of the Board. The Executive’s duties may include providing services for 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 Officer of the Parent Company. The Executive shall report to the Board and shall will have such authority, power, responsibilities and duties as are inherent in his positions (and the undertakings applicable to his positions) such position and necessary to carry out his such responsibilities and the duties required hereunder, as well as any additional duties and authority granted to him by the Company’s Chief Executive Officer and/or Board of him hereunderDirectors (the “Board of Directors”). (fd) Notwithstanding the foregoing provisions of this foregoing, including paragraph 11 (b) above, 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 profit or not-for-profit organizations, and similar types of activities, to the extent that, in the judgment of the Board, that such other activities do not not, in the sole discretion of the Company, inhibit or prohibit the performance of the Executive’s duties under this Agreement, Agreement or conflict in any material way with the Company’s business. Company acknowledges and agrees that Executive may remain associated with the law firm, Miles & Stockbridge P.C. (the “Firm”), in an “Of Counsel” capacity where he will be able to perform non-billable work (including mentoring of more junior lawyers), engage in business development efforts for clients other than the Company, and perform limited billable work for clients other than the Company. Executive agrees that all work performed for Company by Executive will be in his capacity as an employee and officer of Company and not in his capacity as Of Counsel for the Firm, and that none of the Parent Company work performed as Of Counsel for the Firm will be for or related to the Company. In order to avoid any Subsidiary; providedconflicts of interest, however, the compensation arrangement agreed to by Executive with the Firm is structured so that no compensation that the Executive shall not serve on will earn from the board Firm will be related to or earned as a result of work performed by either Executive or other lawyers at the Firm for Company or as a result of any business, hold any other position with any business, or otherwise engage business relationship between Company and the Firm. Executive’s cumulative work for the Firm as permitted in any business activity, without the consent of the Boardthis subparagraph will not exceed approximately 200 hours per year. (ge) Subject to the terms of this Agreement, the 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 determined as to whether the Executive is Disabled or Permanently Disabled, the Board may refer the same to a licensed practicing physician 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 responsibilitiesdefined below). (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. (if) The “Agreement Term” shall be the period beginning on January 1, 2013 for a one year period, and thereafter shall automatically renew for consecutive one year periods unless terminated in accordance with 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)provisions hereof. (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 employment a. ISO hereby reserves the right to determine the method, manner and mean by which the ISO performs the Services, as well as the order and/or sequence in which the Services are performed, which are performed with the Employer shall be subject to sole discretion of the following: (a) Subject to ISO, provided that, the Services are performed in accordance with the terms of this Agreement, the Employer hereby agrees to employ the Executive during the Agreement Term (as defined below). During the Agreement Term, the Executive shall serve as the President and Chief Executive Officer of the 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 b. ISO hereby acknowledges and talents to serving as President and Chief Executive Officer of the Employer and of the Parent Corporation. (e) 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 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 Officer of the Parent Company. The Executive 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) and necessary to carry out his responsibilities and the duties required of him hereunder. (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, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar types of activities, to the extent that, in the judgment of the Board, such other activities do 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 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. (g) Subject to the terms of this Agreement, the Executive shall not be required to furnish or provide any training to the ISO to enable the ISO to perform services under the Services. The Services shall be provided by the ISO and/or its employees, representatives, affiliates and/or agents and Company shall not be required to hire, supervise or pay any persons or entities that perform the Services for, with, or on behalf of ISO. The Parties acknowledge and agree that the ISO shall not be required to devote the ISO’s full time to the performance of the Services. The Parties acknowledge and agree that this Agreement during any period that he is Disabledshall not prohibit the ISO from performing services for others except as expressly restricted herein. The Executive ISO hereby agrees and acknowledges it shall not be considered “Disabled” during any period in which he has a physical the only 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 Board may refer the same to a licensed practicing physician exclusive promoter of the Board’s choice, Program and reasonably acceptable Company may retain the services of other independent service organizations to promote the Executive, Program and the Executive agrees to submit to such tests and examinations as such physician shall deem appropriate. refer merchants. c. During the period in which Term hereof, ISO shall devote as much time as is necessary to carry out his/her duties hereunder. ISO shall use his/her best efforts to provide the Executive is Disabled, Services for Company. At all times during 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, ISO shall act in a professional and ethical manner and in conformity with all applicable laws, statutes, ordinances, codes, rules and regulations (hereinafter referred to collectively as “Laws”) relating to ISO’s duties and actions hereunder. d. ISO hereby agrees and acknowledges that Company shall have the term “Subsidiary” sole, absolute, and exclusive right to authorize, accept, ratify, decline or finalize any Merchant Agreement and include a Merchant in the Program. Company may, at its sole and absolute discretion, decline to accept any Merchant into the Program for any or no reason whatsoever. ISO 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 ownedno way, directly or indirectly, and under no circumstance: (i) represent, in any way, that ISO has any right to accept or decline an application to be submitted to Company by a Merchant, (ii) represent that ISO has the Parent right to modify, accept or decline any Merchant Agreement, and, (iii) bind Company (or a successor to any of its subsidiaries and/or affiliates legally or otherwise. e. In the Parent Company)course of carrying out its obligations hereunder, ISO shall clearly identify itself with its own corporate name and take care that no third party, including the Employer.Merchants, are led to believe that ISO or any of ISO’s representatives, affiliates employees, agents, contractors, or principals are employed by, or agents of, Company

Performance of Services. The Executive’s employment with the Employer Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Employer Company hereby agrees to employ the Executive during as its Chief Financial Officer, effective as of the Agreement Term Start Date (as defined below). During the Agreement TermThe Executive shall also serve as Chief Financial Officer of InVivo Therapeutics Corporation, the Company’s wholly-owned subsidiary. The Executive shall serve as be based at the President and Chief Executive Officer of the Parent Company’s headquarters in Cambridge, MA. (b) During the Agreement Term, while 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 business time, energies and talents to serving as President and its Chief Financial Officer. The Executive Officer may, with the consent of the Employer and Board of Directors of the Parent CorporationCompany (the “Board”) or a committee thereof, 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. (ec) 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 he shall perform his duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and the Board. The Executive’s duties may include providing services for 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 the Chief Executive Officer of the Parent CompanyFinancial Officer. The Executive shall report to the Board CEO and shall have such authority, power, responsibilities and duties as are inherent in his positions position (and the undertakings applicable to his positionsposition) and necessary to carry out his responsibilities and the duties required of him hereunderhim. (fe) Notwithstanding The Executive’s employment with the foregoing provisions of this paragraph 1, during the Agreement Term, Company is “at-will,” which means that either the Executive or the Company 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 types of activities, to the extent that, in the judgment of the Board, such other activities do not inhibit or prohibit the performance of terminate the Executive’s duties under this Agreementemployment at any time, for any reason, or conflict in any material way with for no reason, by providing notice thereof to the business of the Parent Company or any Subsidiary; providedother party, 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. (g) Subject 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 or mental disability which renders him incapablehave resigned, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute effective as to whether the Executive is Disabled or Permanently Disabled, the Board may refer the same to a licensed practicing physician of the Board’s choicedate of such termination, as an officer or director of both the Company and reasonably acceptable to any subsidiary of the ExecutiveCompany, and the Executive hereby agrees to submit to promptly execute resignation letters documenting such tests and examinations as such physician shall deem appropriate. During resignations upon the period in which request of the Executive is Disabled, the Board may appoint a temporary replacement to assume the Executive’s responsibilitiesCompany. (hf) The Agreement shall become effective on Executive agrees to abide by the “Effective Date,” which shall be the date rules, regulations, instructions, personnel practices and policies 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 any changes therein which may be extended adopted 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 employment with the Employer Company as Chief Legal Officer and General Counsel shall be subject to the following: (a) Subject to the terms of this Agreement, the Employer Company hereby agrees to employ the Executive during as its Chief Legal Officer and General Counsel, effective as of the Agreement Term Start Date (as defined below). During the Agreement TermThe Executive shall also serve as Chief Legal Officer and General Counsel of InVivo Therapeutics Corporation, the Company’s wholly-owned subsidiary. The Executive shall serve as be based at the President and Chief Executive Officer of the Parent Company.’s headquarters in Cambridge, MA. ​ (b) During the Agreement Term, while 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 her business time, energies and talents to serving as President its Chief Legal Officer and Chief General Counsel. The Executive Officer may, with the consent of the Employer and Board of Directors of the Parent Corporation.Company (the “Board”) or a committee thereof, 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. ​ (ec) 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 he she shall perform his her duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and the Board. The Executive’s duties may include providing services for the Parent Company and the Subsidiaries (as defined below), 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 the Chief Legal Officer and Chief Executive Officer of the Parent CompanyGeneral Counsel. The Executive shall report to the Board CEO and shall have such authority, power, responsibilities and duties as are inherent in his positions her position (and the undertakings applicable to his positionsher position) and necessary to carry out his her responsibilities and the duties required of him hereunder.him. ​ (fe) Notwithstanding The Executive’s employment with the foregoing provisions of this paragraph 1, during the Agreement Term, Company is “at-will,” which means that either the Executive or the Company 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 types of activities, to the extent that, in the judgment of the Board, such other activities do not inhibit or prohibit the performance of terminate the Executive’s duties under this Agreementemployment at any time, for any reason, or conflict in any material way with for no reason, by providing notice thereof to the business of the Parent Company or any Subsidiary; providedother party, 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. (g) Subject 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 or mental disability which renders him incapablehave resigned, after reasonable accommodation, of performing his duties under this Agreement. In the event of a dispute effective as to whether the Executive is Disabled or Permanently Disabled, the Board may refer the same to a licensed practicing physician of the Board’s choicedate of such termination, as an officer or director of both the Company and reasonably acceptable to any subsidiary of the ExecutiveCompany, and the Executive hereby agrees to submit to promptly execute resignation letters documenting such tests and examinations as such physician shall deem appropriate. During resignations upon the period in which request of the Executive is Disabled, the Board may appoint a temporary replacement to assume the Executive’s responsibilitiesCompany. (hf) The Agreement shall become effective on Executive agrees to abide by the “Effective Date,” which shall be the date rules, regulations, instructions, personnel practices and policies 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 any changes therein which may be extended adopted 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 Employer Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Employer Company hereby agrees to employ the Executive as its ___________________ during the Agreement Term 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 (as defined below)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 employed by the Company, the Executive's main office shall be 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 United States of America, and, as part of the Executive's duties, the Executive shall serve as the President may be required to travel to and Chief Executive Officer work at other locations within and outside of the Parent CompanyUnited States of America. (b) During the Agreement Term, while the Executive is employed by the EmployerCompany, the Board of Directors of Executive's full time energies and talents shall be devoted to serving in the Parent Company position or positions determined in accordance with paragraph (the “Board”a) shall use its best efforts to cause the Executive to be elected as a member of the Boardabove. (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 President and Chief Executive Officer of the Employer and of the Parent Corporation. (e) 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 's duties may include providing services for both the Parent Company and the Subsidiaries (as defined below)Affiliates, as determined by the BoardExecutive's Supervisor; 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 Officer of the Parent Companyposition determined in accordance with paragraph (a) above. The Executive shall report to the Board Executive's Supervisor and shall have such authority, power, responsibilities and duties as are inherent in his the positions (and the undertakings applicable to his 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. (fd) 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 types of activities, to the extent thatthat such other activities do not, in the judgment of the BoardExecutive's Supervisor, such other activities do 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 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 BoardExecutive's Supervisor. (ge) Subject to the 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 Board may refer the same to a licensed practicing physician 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 Company may appoint a temporary replacement to assume the Executive’s '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 Employer Company shall be subject to the following: (a) Subject to the terms provisions of this Agreement, the Employer Company hereby agrees to employ the Executive as the Senior Vice President, Chief Financial Officer and Treasurer of the Company and LaSalle Re Holdings Limited (the "Holding Company") during the Agreement Term (as defined below). During , and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term, the Executive shall serve as the President and Chief Executive Officer of the 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 devote, subject to paragraph 1(f), his full time, energies and talents to serving as President and Chief Executive Officer of the Employer and of the Parent Corporationperforming his duties under this Agreement. (ec) 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 's duties may include providing services for the Parent Company Company, the Holding Company, and the Subsidiaries (as defined below), as determined by the BoardCEO; provided that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Officer of his position at the Parent Company. The Executive shall report to the Board and shall will have such authority, power, responsibilities authority and duties power as are inherent in his positions (and 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, community, educational, religious and similar types of organizations, speaking engagements, membership on of the boards of directors of other organizations, and similar types type of activities, to the extent that, in the judgment of the Board, that such other activities do 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 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 other position with any business, or otherwise engage in any business activity, without the consent of the BoardBoard and the CEO of the Company. (g) 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 terms 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 or Permanently Disabled, the Board Company may refer the same to a licensed practicing physician of the Board’s Company's choice, and reasonably acceptable to the Executive, and the Executive agrees to submit to such tests and examinations examination 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. (hj) 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 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. ThereafterHowever, as 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 Agreement Term (as it may be extended from time to time under other party. For purposes of this paragraph) would otherwise endAgreement, 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 a Notice of Termination Termination, as described in paragraph 3(i), shall be deemed to constitute be a notice of nonto terminate day-renewal under this paragraph (i) to be effective as of the earliest date permitted under this paragraph (i)to-day renewals. (jk) For purposes of this Agreement, the term “"Subsidiary” " shall mean any corporation, partnership, joint venture or other entity company (regardless of whether incorporated) during any period in which at least a fifty percent interest in such entity 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 Parent Company (or a successor to the Parent Company), including the Employer.

Performance of Services. The Executive’s 's employment with the Employer Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Employer Company hereby agrees to employ the Executive as its Co-Chief Executive Officer ("Co-CEO") during the first twelve months of the Agreement Term (as defined below). During , 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, the Executive shall serve as the President and Chief Executive Officer of the 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 President and Chief Executive Officer of its Co-CEO or CEO, as the Employer and of the Parent Corporationcase may be. (ec) 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 '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 2 that would be inconsistent with those of President and Chief Executive Officer of Co-CEO or CEO, as the Parent Companycase may be. The Executive 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) and necessary to carry out his responsibilities and the duties required of him hereunder. (fd) 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 types of activities, to the extent thatthat such other activities do not, in the judgment judgement of the Board, such other activities do 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, or hold any other position with any business, or otherwise engage in any business activity, without the consent of the Board. (ge) Subject to the 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 or Permanently Disabled, the Board Company may refer the same to a licensed practicing physician of the Board’s 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 Board Company may appoint a temporary replacement to assume the Executive’s 's responsibilities. (hf) 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 fifth anniversary of the Effective Date. Thereafter, as of the date If a Change in Control occurs during the Agreement Term (as it may be extended from time to time under this paragraph) less than two years before the date on which the Agreement Term would otherwise end, the Agreement Term will shall automatically be automatically extended for 12 months, unless one party to this Agreement provides notice of nonthe two-renewal to each year anniversary of the others at least 90 days before the day that would be the last day of the Agreement Term Change 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)Control date. (jg) 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 Employer Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Employer Company hereby agrees to employ the Executive during the Agreement Term (as defined below). During Term, and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term, the Executive shall serve as the President and Chief Executive Officer of the 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 President its 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 Officer of the Employer and of the Parent CorporationExecutive's reporting relationships. (ec) The Executive agrees that he shall perform his duties faithfully and efficiently subject to the directions of the BoardExecutive's Supervisor. The Executive’s 's duties may include providing services for both the Parent Company and the Subsidiaries (as defined below)Affiliates, as determined by the BoardExecutive's Supervisor; provided that the Executive shall not, without his consent, be assigned tasks duties that would be inconsistent with those of President and Chief Executive Officer of the Parent Companya Senior Vice President. The Executive shall report to the Board and shall have such authority, power, responsibilities and duties as are inherent in his positions position(s) (and the undertakings applicable to his positionsposition(s)) and necessary to carry out his responsibilities and the duties required of him hereunder. (fd) 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 types of activities, to the extent thatthat such other activities do not, in the judgment of the Boardhis Supervisor, such other activities do 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 Affiliate. The Executive shall not serve on the board of any business, or hold any other significant position with any business, or otherwise engage in any business activity, without the consent of the Boardhis Supervisor. (ge) Subject to the 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 Board may refer the same to a licensed practicing physician 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 Company may appoint a temporary replacement to assume the Executive’s '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 employment with the Employer Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Employer Company hereby agrees to employ the Executive as its Chief Executive Officer and President during the Agreement Term (as defined below). During the Agreement TermIn addition, the Executive shall serve as the President and Chief Executive Officer Officer, President and/or a director of the Parent Company’s subsidiaries during the Agreement Term. (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 her full business time, energies and talents to serving as President and its Chief Executive Officer of the Employer and of the Parent CorporationOfficer. (ec) The Executive agrees that he she shall perform his her 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 the Parent Company and the Subsidiaries (as defined below), 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 of the Parent CompanyOfficer. The Executive shall report to the Board and shall have such authority, power, responsibilities and duties as are inherent in his positions her position (and the undertakings applicable to his positionsher position) and necessary to carry out his her responsibilities and the duties required of him hereunderher under this Agreement. (fd) 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 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 types of activities, to the extent that, in the judgment of the Board, that such other 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 Parent Company or any Subsidiary; provided, however, subsidiary. The parties acknowledge that the Executive shall not serve on the board of any business, hold any is currently engaged in other position with any business, or otherwise engage in any business activity, without the consent activities outside of the Board. (g) Subject to the terms of this Agreement, Company and agree that the Executive shall can continue those activities during the Agreement Term, provided such activities do 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 materially inhibit or mental disability which renders him incapable, after reasonable accommodation, prohibit the performance of performing his the Executive’s duties under this Agreement. In It is understood and agreed by the event of a dispute as to whether the Executive is Disabled or Permanently Disabled, the Board may refer the same to a licensed practicing physician 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 parties that the Executive’s responsibilitiescontinued participation in such activities shall not be a breach of this Agreement. (he) The term of this Agreement shall become effective begin on February 1, 2014 (the “Effective Date,” which shall be the date of the closing of the initial public offering of the common stock of the Parent Company ”) and end on January 31, 2015, unless terminated earlier in accordance with this Agreement (the “Public Offering DateAgreement Term”), 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 Employer Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Employer Company hereby agrees to employ the Executive during the Agreement Term (as defined below). During Term, and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term, the Executive shall serve as the President and Chief Executive Officer of the 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 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 Officer 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 General Manager. To the Employer extent the Company determines to be necessary or appropriate, the Company may change the Executive's Supervisor, and of the Parent CorporationExecutive's reporting relationships. (ec) 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 's duties may include providing services for both the Parent Company and the Subsidiaries (as defined below)Affiliates, as determined by the BoardExecutive's Supervisor; 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 Officer of the Parent CompanyGeneral Manager. The Executive shall report to the Board and shall have such authority, power, responsibilities and duties as are inherent in his positions her position(s) (and the undertakings applicable to his positionsher position(s)) and necessary to carry out his her responsibilities and the duties required of him her hereunder. (fd) 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 types of activities, to the extent thatthat such other activities do not, in the judgment of the Boardher Supervisor, such other activities do 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 Affiliate. The Executive shall not serve on the board of any business, or hold any other significant position with any business, or otherwise engage in any business activity, without the consent of the Boardher Supervisor. (ge) Subject to the 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 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 Board may refer the same to a licensed practicing physician 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 Company may appoint a temporary replacement to assume the Executive’s '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 employment with the Employer Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Employer hereby agrees to employ the Executive during the Agreement Term (as defined below). During the Agreement Term, the Executive shall serve as the President and Chief Executive Officer of the 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 such time, energies and talents to serving as its President and Chief Investment Officer as are reasonably necessary to perform his duties. The Company acknowledges that he will also provide services to Catellus during the Agreement Term. (b) The Executive shall report to the Chief Executive Officer of the Employer and of the Parent Corporation. (e) 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 duties may include providing services for both the Parent Company and the Subsidiaries (as defined below), as determined by the Board of Trustees of the Company (the “Board”); provided provided, however, that the Executive shall not, without his consent, be assigned tasks that would be inconsistent with those of President and Chief Executive Officer of the Parent CompanyInvestment Officer. The Executive 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) 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. (fc) 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 types of activities, to the extent that, in the judgment of the Board, such other activities do 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 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. (g) Subject to the 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 Board may refer the same to a licensed practicing physician 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. (hd) 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 person with whom the Company is considered to be a single employer under section 414(b) of the Code and all persons with whom the Company would be considered a single employer under section 414(c) of the Code but using an ownership standard of “more than 50%” rather than “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 Employer80%” where applicable.

Performance of Services. The Executive’s 's employment with the Employer Company ------------------------ shall be subject to the following: (a) Subject to the terms provisions of this Agreement, the Employer Company hereby agrees to employ the Executive as 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). During , and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term, the Executive shall serve as the President and Chief Executive Officer of the 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 devote, subject to paragraph 1(f), his full time, energies and talents to serving as President and Chief Executive Officer of the Employer and of the Parent Corporationperforming his duties under this Agreement. (ec) 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 's duties may include providing services for the Parent Company 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 Officer of his position at the Parent Company. The Executive shall report to the Board and shall will have such authority, power, responsibilities authority and duties power as are inherent in his positions (and 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, community, educational, religious and similar types of organizations, speaking engagements, membership on of the boards of directors of other organizations, and similar types type of activities, to the extent that, in the judgment of the Board, that such other activities do 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 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 other position with any business, or otherwise engage in any business activity, without the consent of the BoardBoard of the Company. (g) 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 terms 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 or Permanently Disabled, the Board Company may refer the same to a licensed practicing physician of the Board’s Company's choice, and reasonably acceptable to the Executive, and the Executive agrees to submit to such tests and examinations examination 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. (hj) 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 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. ThereafterHowever, as 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 Agreement Term (as it may be extended from time to time under other party. For purposes of this paragraph) would otherwise endAgreement, 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 a Notice of Termination Termination, as described in paragraph 3(i), shall be deemed to constitute be a notice of nonto terminate day-renewal under this paragraph (i) to be effective as of the earliest date permitted under this paragraph (i)to-day renewals. (jk) For purposes of this Agreement, the term “"Subsidiary” " shall mean any corporation, partnership, joint venture or other entity company (regardless of whether incorporated) during any period in which at least a fifty percent interest in such entity 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 Parent Company (or a successor to the Parent Company), including the Employer.

Performance of Services. The Executive’s employment with the Employer Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Employer Company hereby agrees to continue to employ the Executive during the Agreement Term (as defined below)its Senior Vice President, Chief Compliance Officer & General Counsel. During the Agreement TermThe Executive shall continue to serve as Senior Vice President, Chief Compliance Officer & General Counsel of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Executive shall serve as continue to be based at the President and Chief Executive Officer of the Parent Company’s headquarters in Cambridge, MA. (b) During the Agreement Term, while 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 her business time, energies and talents to serving as President and its Senior Vice President, Chief Compliance Officer & General Counsel. The Executive Officer may, however, serve on outside boards of directors, to the extent that such activities do not materially inhibit or prohibit the performance of the Employer and Executive’s duties under this Agreement or conflict in any material way with the business of the Parent CorporationCompany or any subsidiary. (ec) The Executive agrees that he she shall perform his 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’s duties may include providing services for the Parent Company and the Subsidiaries (as defined below), 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 the Senior Vice President, Chief Executive Compliance Officer of the Parent Company& General Counsel. The Executive shall report to the Board CEO and shall have such authority, power, responsibilities and duties as are inherent in his positions her position (and the undertakings applicable to his positionsher position) and necessary to carry out his her responsibilities and the duties required of him her hereunder. (fd) Notwithstanding The Executive’s employment with the foregoing provisions of this paragraph 1, during the Agreement Term, Company is “at-will,” which means that either the Executive or the Company 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 types of activities, to the extent that, in the judgment of the Board, such other activities do not inhibit or prohibit the performance of terminate the Executive’s duties under this Agreementemployment at any time, for any reason, or conflict in any material way with for no reason, by providing notice thereof to the business of the Parent Company or any Subsidiary; providedother party, 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. (g) Subject 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 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, of performing his duties under this Agreement. In the event of a dispute as to whether the Executive is Disabled or Permanently Disabled, the Board may refer the same to a licensed practicing physician subsidiary of the Board’s choice, and reasonably acceptable to the ExecutiveCompany, and the Executive hereby agrees to submit to promptly execute resignation letters documenting such tests and examinations as such physician shall deem appropriate. During resignations upon the period in which request of the Executive is Disabled, the Board may appoint a temporary replacement to assume the Executive’s responsibilitiesCompany. (he) The Agreement shall become effective on Executive agrees to abide by the “Effective Date,” which shall be the date rules, regulations, instructions, personnel practices and policies 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 any changes therein which may be extended adopted 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 employment with the Employer Company shall be subject to the following: (a) Subject During the Agreement Term (as defined below), and subject to the terms of this Agreement, the Employer hereby Executive shall be employed by the Company and shall occupy the position of Executive of the Company. The Executive agrees to employ serve in that position or in such other offices or positions with the Executive during the Agreement Term Company or a Subsidiary (as defined below). During , as shall, from time to time, be determined by the Agreement Term, the Executive shall serve as the President and Chief Executive Officer Board of Directors of the Parent CompanyCompany (the “Board”). (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 her full time, energies and talents to serving as President and its Chief Executive Officer of or such other position determined in accordance with Paragraph (a) above. During the Employer and of Agreement Term, the Parent CorporationExecutive’s main office shall be at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. (ec) 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 Parent Company and the Subsidiaries (as defined below)Subsidiaries, as determined by the Board; provided 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 of the Parent Company. The Executive shall report to the Board and shall have or such authority, power, responsibilities and duties as are inherent other position determined in his positions accordance with Paragraph (and the undertakings applicable to his positionsa) and necessary to carry out his responsibilities and the duties required of him hereunderabove. (fd) 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 types of activities, to the extent thatthat such other activities do not, in the judgment of the Board, such other activities do not 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, Parent 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, or otherwise engage in any business activity, without the consent of the Board. (ge) Subject to the 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 or Permanently Disabled, the Board Company may refer the same to a licensed practicing physician of the BoardCompany’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 At any time during the period in which the Executive is Disabled, the Board Company may appoint a temporary replacement to assume the Executive’s responsibilities. (hf) The Agreement Company shall become effective employ the Executive for the period beginning 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 February 5, 2007 and ending on April 15, 2009 (the “Public Offering DateInitial Term”); subject, if 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 by the Employer on that date. However, if the Executive is not employed by the Employer on the Public Offering Date, pursuant to this Agreement will shall be void. (i) The referred to as 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).” (jg) 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 the Parent Company (or a successor to the Parent CompanyParent), including the Employer.

Performance of Services. The Executive’s employment with the Employer 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 Employer hereby agrees Boards of Directors of Peoples Bank and PFIS shall be deemed to employ have consented to the Executive during the Agreement Term (following Outside Arrangements as defined below). During the Agreement Term, the Executive shall serve as the President and Chief Executive Officer of the Parent Company. Effective Time: (bi) During Board member of Leadership Northeast, (ii) Board member of the Agreement TermLackawanna Blind Association, while (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 is employed by Committee’s Lay Advisory Committee member of the EmployerW▇▇▇▇▇-▇▇▇▇▇ Law & Library Association, (vi) lifetime member of Pennsylvania State University Alumni Association, (vii) President of Lackawanna Industrial Fund Enterprises (LIFE), and (viii) member of 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 Greater Scranton Chamber 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 President and Chief Executive Officer of the Employer and of the Parent Corporation. (e) 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 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 Officer of the Parent Company. The Executive 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) and necessary to carry out his responsibilities and the duties required of him hereunder. (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, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar types of activities, to the extent that, in the judgment of the Board, such other activities do 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 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. (g) Subject to the 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 Board may refer the same to a licensed practicing physician of the Board’s choice, and reasonably acceptable to the Executive, Commerce 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 Committee 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 voidChamber. (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 employment with the Employer 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 Employer hereby agrees Executive from time to employ the Executive during the Agreement Term (as defined below). During the Agreement Term, the Executive shall serve as the President and Chief Executive Officer of the Parent Company. (b) During the Agreement Term, while the Executive is employed time 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 President and Chief Executive Officer of the Employer and of the Parent Corporation. (e) 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 Parent Company and the Subsidiaries Affiliates (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 Officer of the Parent CompanyOfficer. The Executive shall report to comply with the Company’s written policies or rules adopted by the Board and shall have such authority, power, responsibilities and duties 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 hereunderor an authorized committee thereof. (fb) 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 types of activities, to the extent thatthat such other activities do not, in the judgment of the Board, such other activities do 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 Parent Company or any Subsidiary; provided, however, that the Affiliate. 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. (gc) 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 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 Disabledincapable of performing his duties, the Board Company may refer the same to a licensed practicing physician of selected by the Board’s choice, Company and reasonably acceptable to 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 Disableddisabled, the Board Company 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). (jf) For purposes of this Agreement, the term “SubsidiaryAffiliate” shall mean means any corporationentity which would be treated as the “employer” pursuant to Treasury Regulation Section 1.409A-1(h)(3), partnershipwhich generally includes (i) any entity which owns at least a fifty percent interest in the Company, joint venture or other (ii) any entity during any period in which at least a fifty percent interest in such entity is owned, directly or indirectly, by the Parent Company, by any entity that is a Successor to the Company (or a successor to the Parent Companyas 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 Employerperiod 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 Employer Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Employer Company hereby agrees to employ the Executive as its interim Chief Financial Officer during the Agreement Term (as defined below). During the Agreement TermIn addition, the Executive shall serve as the President and interim Chief Executive Financial Officer of InVivo Therapeutics Corporation, the Parent Company’s wholly owned subsidiary. (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 President and its interim Chief Executive Officer of the Employer and of the Parent CorporationFinancial Officer. (ec) 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 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 Officer of the Parent CompanyFinancial Officer. The Executive shall report to the Board Chief Executive Officer and shall have such authority, power, responsibilities and duties as are inherent in his positions position (and the undertakings applicable to his positionsposition) and necessary to carry out his responsibilities and the duties required of him hereunder. (fd) 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 types of activities, to the extent that, in the judgment of the Board, that such other 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 Parent Company or any Subsidiary; provided, however, subsidiary. It is understood and agreed by the parties that the Executive Executive’s continued participation in such activities shall not serve on the board be a breach of any business, hold any other position with any business, or otherwise engage in any business activity, without the consent of the Boardthis Agreement. (g) Subject to the 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 Board may refer the same to a licensed practicing physician 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. (ie) The “Agreement Term” shall be the period beginning on the Effective Date and ending on the three year month anniversary of the Effective Date. Thereafter, as of the date the The Agreement Term (as it may be extended from time to time under this paragraph) would otherwise end, upon the Agreement Term will be automatically extended for 12 months, unless one party to this Agreement provides notice of non-renewal to each mutual agreement 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 Company, 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, approved by the Parent Company (or a successor to Board, and the Parent Company), including the EmployerExecutive.

Performance of Services. The Executive’s employment with the Employer Company shall be subject to the following: (a) Subject During the Agreement Term (as defined below), and subject to the terms of this Agreement, the Employer hereby Executive shall be employed by the Company and shall occupy the position of President – Sales and Marketing of the Company. The Executive agrees to employ serve in that position or in such other offices or positions with the Executive during the Agreement Term Company or a Subsidiary (as defined below). During , as shall, from time to time, be determined by the Agreement Term, the Executive shall serve as the President and Chief Executive Officer Board of Directors of the Parent CompanyCompany (the “Board”). (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 Officer of or such other position determined in accordance with Paragraph (a) above. During the Employer and of Agreement Term, the Parent CorporationExecutive’s main office shall be at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. (ec) The Executive agrees that he shall to perform his duties hereunder faithfully and efficiently subject to the directions of the Board. The Executive’s duties may include providing services for the Company, Parent Company and the Subsidiaries (as defined below)Subsidiaries, 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 of the Parent Company. The Executive shall report to the Board and shall have or such authority, power, responsibilities and duties as are inherent other position determined in his positions accordance with Paragraph (and the undertakings applicable to his positionsa) and necessary to carry out his responsibilities and the duties required of him hereunderabove. (fd) 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 types of activities, to the extent thatthat such other activities do not, in the judgment of the Board, such other activities do not 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, Parent 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, or otherwise engage in any business activity, 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. (ge) Subject to the 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 or Permanently Disabled, the Board Company may refer the same to a licensed practicing physician of the BoardCompany’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 At any time during the period in which the Executive is Disabled, the Board Company may appoint a temporary replacement to assume the Executive’s responsibilities. (hf) The Agreement Company shall become effective employ the Executive for the period beginning 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 February 5, 2007 and ending on April 15, 2009 (the “Public Offering DateInitial Term”); subject, if 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 by the Employer on that date. However, if the Executive is not employed by the Employer on the Public Offering Date, pursuant to this Agreement will shall be void. (i) The referred to as 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).” (jg) 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 the Parent Company (or a successor to the Parent CompanyParent), including the Employer.

Performance of Services. The Executive’s employment with the Employer Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Employer hereby agrees to employ the Executive during the Agreement Term (as defined below). During the Agreement Term, the Executive shall serve as the President and Chief Executive Officer of the 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 President and its Chief Executive Officer of the Employer and of the Parent CorporationOfficer. (eb) The Executive shall report to the Board. The Executive agrees that he shall perform his duties faithfully and efficiently and to the best of his abilities, subject to the directions of the Board. The Executive’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 Officer a chief executive officer of a comparable company to the Parent Company. The Executive 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) and necessary to carry out his responsibilities and the duties required of him hereunder. (fc) 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 types of activities, to the extent thatthat such other activities do not, in the judgment of the Board, such other activities do not inhibit or prohibit interfere with the performance of the Executive’s duties under this Agreement, violate the terms of any of the covenants contained in paragraph 8 or 9 hereof or otherwise 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, or hold any other position with any business, or otherwise engage in any business activity, without the prior consent of a majority of the nonemployee members of the Board. (g) Subject to the 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 Board may refer the same to a licensed practicing physician 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). (jd) 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 (50%) interest in such entity is owned, directly or indirectly, by the Parent Company (or a successor to the Parent Company), including the Employer.